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

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Item 4. Purpose of Transaction.

Item 4 is hereby amended
to add the following:

On April 6, 2018,
the FrontFour Parties and the Issuer entered into the Settlement Agreement. Pursuant to the terms of the Settlement Agreement,
the Issuer agreed to: (i) include Michael J. Faust and Stephen E. Loukas (the “Directors”) as director nominees in
its management information circular for election at the 2018 Annual Meeting and solicit proxies on behalf of and recommend to its
shareholders that they vote in favor of the management nominees, including the Directors; (ii) convene and conduct the 2018 Annual
Meeting no later than May 11, 2018; and (iii) appoint the Directors as members of any committee of the Board that is formed in
respect of a review of strategic alternatives or similar matters.

The FrontFour Parties
also agreed to customary standstill restrictions during the period beginning on the date of the Settlement Agreement and ending
on the earlier of (i) 60 days prior to the 2019 annual general meeting of shareholders of the Issuer; and (b) April 30, 2019 (the
“Restricted Period”). The FrontFour Parties also agreed to vote in favor of the election of all management nominees
of the Issuer and all other matters unanimously recommended by the Board at any annual or special meeting of shareholders during
the Restricted Period.

The foregoing description
of the terms and conditions of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Settlement Agreement, which is referenced as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(c) are
hereby amended and restated as follows:

(a)
The aggregate percentage of Shares reported owned by each person named herein is based upon 504,340,988 Shares outstanding
as of December 31, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Form 40-F filed with
the Securities and Exchange Commission on March 8, 2018.

As of the close of
business on the date hereof, the Master Fund beneficially owned directly 23,991,095 Shares (including 2,724,800 Shares underlying
certain call options exercisable within 60 days of the date hereof), the Canadian Fund beneficially owned directly 603,400 Shares
(including 67,900 Shares underlying certain call options exercisable within 60 days of the date hereof), 5,351,657 Shares (including
607,300 Shares underlying certain call options exercisable within 60 days of the date hereof) were held in the Separately Managed
Accounts, the Energy Fund directly owned 588,000 Shares, Mr. Loukas directly owned 259,400 Shares, Mr. Lorber directly owned 600,000
Shares and Mr. Goldfarb directly owned 124,500 Shares, constituting approximately 4.8%, less than 1%, approximately 1.1%, less
than 1%, less than 1%, less than 1% and less than 1%, respectively, of the Shares outstanding.

FrontFour Capital,
as the investment manager of the Master Fund and the Separately Managed Accounts, may be deemed to beneficially own the 29,342,752
Shares directly beneficially owned by the Master Fund and held in the Separately Managed Accounts, constituting approximately 5.8%
of the Shares outstanding.

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