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Pengrowth Energy Corporation Pengrowth Energy Corporation Financial Statements Three and Six Months Ended June 30, 2019 PENGROWTH ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS (Stated in millions of Canadian dollars) (Unaudited) As at As at Note June 30, 2019 December 31, 2018 ASSETS Current Assets Cash and cash equivalents $0.3 $0.6 Accounts receivable 43.0 42.8 Fair value of risk management contracts 14 1.1 3.5 Other assets 3 54.3 33.8 Assets held for sale 4 — 16.0 98.7 96.7 Fair value of risk management contracts 14 — 4.5 Other assets 3 68.5 86.2 Property, plant and equipment 4 1,003.9 1,074.2 Exploration and evaluation assets 5 37.8 82.6 TOTAL ASSETS $1,208.9 $1,344.2 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $50.8 $72.7 Fair value of risk management contracts 14 7.9 4.2 Current portion of long term debt 6 362.2 232.9 Current portion of provisions and other liabilities 7 61.4 39.7 Liabilities associated with assets held for sale 7 — 16.0 482.3 365.5 Fair value of risk management contracts 14 1.3 — Long term debt 6 340.0 481.7 Provisions and other liabilities 7 239.6 245.1 1,063.2 1,092.3 Shareholders' Equity Shareholders' capital 9 4,842.2 4,838.1 Contributed surplus 7.7 9.9 Deficit (4,704.2) (4,596.1) 145.7 251.9 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,208.9 $1,344.2 Future Operations (Note 1) See accompanying notes to the Consolidated Financial Statements. PENGROWTH Second Quarter 2019 Financial Results 1 PENGROWTH ENERGY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Stated in millions of Canadian dollars, except per share amounts) (Unaudited) Three months ended Six months ended June 30 June 30 Note 2019 2018 2019 2018 REVENUES Oil and gas sales 11 $144.4 $147.4 $272.7 $273.8 Royalties, net of incentives (7.5) (8.2) (13.1) (13.1) 136.9 139.2 259.6 260.7 Commodity risk management gains (losses) Realized gain (loss) on commodity risk management 14 (7.1) (20.2) (12.2) (34.2) Change in fair value of commodity risk management contracts 14 7.0 (3.6) 0.1 (8.3) 136.8 115.4 247.5 218.2 EXPENSES Operating 17.2 19.2 35.5 37.9 Diluent and other purchases 11 60.5 61.4 117.7 116.6 Transportation 6.1 5.5 12.3 10.3 General and administrative 6.4 9.5 13.6 19.1 Depletion and depreciation 4 28.0 34.0 59.1 65.1 Impairment 4, 5 95.0 — 95.0 — Change in other decommissioning liabilities 7 (6.4) — 8.9 — 206.8 129.6 342.1 249.0 OPERATING INCOME (LOSS) (70.0) (14.2) (94.6) (30.8) Other (income) expense items (Gain) loss on disposition of properties 0.1 1.2 (0.1) 0.7 Unrealized foreign exchange (gain) loss 15 (5.6) 2.0 (9.0) 9.1 Realized foreign exchange (gain) loss 15 0.2 (0.4) 0.3 (0.5) Interest and financing charges 6 14.9 12.6 29.5 23.7 Restructuring costs — 1.0 0.2 (0.2) Accretion 7 1.1 1.6 2.4 3.4 Other (income) expense (4.2) 0.2 (9.8) (0.2) INCOME (LOSS) BEFORE TAXES (76.5) (32.4) (108.1) (66.8) Deferred income tax (recovery) expense 8 — (4.9) — (12.1) NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) ($76.5) ($27.5) ($108.1) ($54.7) NET INCOME (LOSS) PER SHARE 13 Basic ($0.14) ($0.05) ($0.19) ($0.10) Diluted ($0.14) ($0.05) ($0.19) ($0.10) See accompanying notes to the Consolidated Financial Statements. PENGROWTH Second Quarter 2019 Financial Results 2 PENGROWTH ENERGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOW (Stated in millions of Canadian dollars) (Unaudited) Three months ended Six months ended June 30 June 30 Note 2019 2018 2019 2018 CASH PROVIDED BY (USED FOR): OPERATING Net income (loss) and comprehensive income (loss) ($76.5) ($27.5) ($108.1) ($54.7) Non-cash items Depletion, depreciation and accretion 4, 7 29.1 35.6 61.5 68.5 Impairment 4, 5 95.0 — 95.0 — Change in other decommissioning liabilities 7 (6.4) — 8.9 — Deferred income tax (recovery) expense 8 — (4.9) — (12.1) Unrealized foreign exchange (gain) loss 15 (5.6) 2.0 (9.0) 9.1 Change in fair value of commodity risk management contracts 14 (7.0) 3.6 (0.1) 8.3 Share based compensation 10 1.3 0.7 1.9 1.4 (Gain) loss on disposition of properties 0.1 1.2 (0.1) 0.7 Onerous lease contracts — — — (1.7) Other items (0.9) 0.9 (4.9) 0.8 Onerous office lease payments — (1.5) — (3.0) Interest and financing charges 6 14.9 12.6 29.5 23.7 Expenditures on remediation 7 (7.5) (6.3) (21.4) (10.3) Change in non-cash operating working capital 12 (5.6) (3.6) (30.1) (30.2) Cash flow from operating activities 30.9 12.8 23.1 0.5 FINANCING Bank indebtedness (repayment) 6 — (0.7) — — Long term debt (repayment) 6 (9.0) 32.5 8.5 70.0 Payments on lease obligations 7 (1.0) (0.2) (2.0) (0.6) Interest and financing charges paid (23.0) (21.7) (28.8) (25.9) Cash flow from financing activities (33.0) 9.9 (22.3) 43.5 INVESTING Capital expenditures (1.9) (23.1) (13.3) (49.5) Proceeds on property dispositions (0.1) 3.5 5.3 7.9 Withdrawals from remediation trust fund 5.0 3.3 11.4 5.7 Change in non-cash investing working capital 12 (0.7) (6.4) (4.5) (9.2) Cash flow from investing activities 2.3 (22.7) (1.1) (45.1) CHANGE IN CASH AND CASH EQUIVALENTS 0.2 — (0.3) (1.1) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 0.1 — 0.6 1.1 CASH AND CASH EQUIVALENTS AT END OF PERIOD $0.3 $— $0.3 $— See accompanying notes to the Consolidated Financial Statements. PENGROWTH Second Quarter 2019 Financial Results 3 PENGROWTH ENERGY CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Stated in millions of Canadian dollars) (Unaudited) Three months ended Six months ended June 30 June 30 Note 2019 2018 2019 2018 SHAREHOLDERS' CAPITAL 9 Balance, beginning of period $4,842.2 $4,838.1 $4,838.1 $4,829.7 Exercise of share based compensation awards — — 4.1 8.4 Balance, end of period 4,842.2 4,838.1 4,842.2 4,838.1 CONTRIBUTED SURPLUS Balance, beginning of period 6.4 5.6 9.9 13.3 Share based compensation 10 1.3 0.8 1.9 1.5 Exercise of share based compensation awards — — (4.1) (8.4) Balance, end of period 7.7 6.4 7.7 6.4 DEFICIT Balance, beginning of period (4,627.7) (4,064.0) (4,596.1) (4,036.8) Net income (loss) (76.5) (27.5) (108.1) (54.7) Balance, end of period (4,704.2) (4,091.5) (4,704.2) (4,091.5) TOTAL SHAREHOLDERS' EQUITY $145.7 $753.0 $145.7 $753.0 See accompanying notes to the Consolidated Financial Statements. PENGROWTH Second Quarter 2019 Financial Results 4 PENGROWTH ENERGY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE PERIOD ENDED JUNE 30, 2019 (Unaudited) (Tabular amounts are stated in millions of Canadian dollars except per share amounts and as otherwise stated) 1. BUSINESS OF THE CORPORATION Pengrowth Energy Corporation ("Pengrowth" or the "Corporation") is a conventional resource developer of Canadian oil and natural gas assets currently focused on growing bitumen production from the Lloydminster formation at the Lindbergh thermal oil project through steam assisted gravity drainage ("SAGD"). The Consolidated Financial Statements include the accounts of the Corporation, and its subsidiary, collectively referred to as Pengrowth. All inter- entity transactions have been eliminated. The Consolidated Financial Statements for the three and six months ended June 30, 2019 are unaudited and have been prepared in accordance with IAS 34 Interim Financial Reporting ("IAS 34") using accounting policies consistent with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretations Committee ("IFRIC"). The disclosures provided below are incremental to those included with the December 31, 2018 annual Consolidated Financial Statements. All accounting policies and methods of computation followed in the preparation of these Consolidated Financial Statements are consistent with the December 31, 2018 annual Consolidated Financial Statements except as noted below. The Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto in Pengrowth's annual report for the year ended December 31, 2018. The Consolidated Financial Statements were authorized for release by the Audit and Risk Committee of the Board of Directors on August 7, 2019. Future Operations On March 5, 2019, the Board of Directors commenced a formal process with Perella Weinberg Partners LP and their subsidiary Tudor, Pickering, Holt & Co. ("PWP/TPH") to explore and develop strategic alternatives (the “Strategic Review”) with a view to strengthening the Corporation's balance sheet, addressing upcoming debt maturities and maximizing enterprise value. The Strategic Review is intended to explore a comprehensive range of strategic and transaction alternatives, including a sale, merger or other business combination; a disposition of all or certain assets of the Corporation; recapitalization and refinancing opportunities including new debt or equity capital; and other alternatives to improve the Corporation's financial position and maximize value.
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