13D Filing: FrontFour Capital Group and Penn West Petroleum Ltd. (PWE)

The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

On April 6, 2018,
FrontFour Capital, on behalf of itself and its affiliates (the “FrontFour Parties”), and the Issuer entered into a
Settlement Agreement (the “Settlement Agreement”) in connection with matters relating to the composition of the Board
of Directors of the Issuer (the “Board”) and the 2018 annual general meeting of shareholders of the Issuer (the “2018
Annual Meeting”). Accordingly, Matthew Goldfarb, Steven P. Evans and Michael J. Faust are no longer members of a Section
13(d) group with each other or with the other Reporting Persons and shall cease to be Reporting Persons immediately after the filing
of this Amendment No. 5 to Schedule 13D.

Item 3 is hereby amended
and restated as follows:

The Shares and call
options purchased by each of the Master Fund and the Canadian Fund, the Shares and call options held in the Separately Managed
Accounts and the Shares purchased by the Energy Fund, were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 21,266,295 Shares
owned directly by the Master Fund is approximately $23,996,397, including brokerage commissions. The aggregate purchase price of
the call options exercisable into 2,724,800 Shares owned directly by the Master Fund is approximately $548,267, including brokerage
commissions. The aggregate purchase price of the 535,500 Shares owned directly by the Canadian Fund is approximately CAD$1,126,144,
including brokerage commissions. The aggregate purchase price of the call options exercisable into 67,900 Shares owned directly
by the Canadian Fund is approximately $13,654, including brokerage commissions. The aggregate purchase price of the 4,744,357 Shares
held in the Separately Managed Accounts is approximately $8,767,344, including brokerage commissions. The aggregate purchase price
of the call options exercisable into 607,300 Shares held in the Separately Managed Accounts is approximately $125,588, including
brokerage commissions. The aggregate purchase price of the 588,000 Shares owned directly by the Energy Fund is approximately CAD$974,526,
including brokerage commissions. The aggregate purchase price of the 259,400 Shares owned directly by Mr. Loukas is approximately
$303,208, including brokerage commissions, and were purchased with personal funds. The aggregate purchase price of the 600,000
Shares owned directly by Mr. Lorber is approximately $836,705, including brokerage commissions, and were purchased with personal
funds. The aggregate purchase price of the 124,500 Shares owned directly by Mr. Goldfarb is approximately $342,375, including brokerage
commissions, and were purchased with personal funds.