Pengrowth/WEF

(SEDAR filing: 18 November 2019) Circular of Pengrowth Energy Corporation respecting an ABCA Plan of Arrangement involving, Pengrowth, Cona Resources Ltd. (the “Purchaser”), Waterous Energy Fund (Canadian) LP (“WEF”), Waterous Energy Fund (US) LP, Waterous Energy Fund (International) LP, and the holders of common shares (the “Shares”) of Pengrowth and the “Secured Debtholders” being: (i) the holders of Pengrowth’s 7.98% Senior Secured Notes, Series B, due May 11, 2020 (the “2010 Notes”); (ii) Pengrowth’s 5.49% Senior Secured Notes, Series A, originally due October 18, 2019, 5.45% Senior Secured Notes, Series D, originally due October 18, 2019, 6.07% Senior Secured Notes, Series B, due October 18, 2022, 6.74% Senior Secured Notes, Series E, due October 18, 2022, and 6.17% Senior Secured Notes, Series C, due October 18, 2024 (collectively, the “2012 Notes” and together with the 2010 Notes, the “Notes”); and (iii) the syndicate of lenders (the “Lenders”) under the Credit Agreement with a principal obligation outstanding of $177,000,000. McCarthy/Blakes