Exhibit 99.12



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DEFINING EXCELLENCEdo whats right respect
others achieve excellencePennWestCODE OF BUSINESS CONDUCT AND ETHICS



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OUR CHARACTER 3OUR CULTURE 4OUR VALUES AND COMMITMENTSWe Comply with Polices and Procedures 5Our Workplace is Safe and We Minimize Our Impact on the Environment 5We Avoid Conflicts of
Interest 6Gifts and Entertainment can create Conflicts of Interest 8We Act
Fairly and Treat Everyone with Respect 10We Protect our Assets 12We Seek
Guidance and Report Unethical Behaviour 17DECLARATION OF CONFLICT OF INTEREST FORM 18REQUEST FOR APPROVAL OF GIFT AND/OR ENTERTAINMENT FORM 19Approved by the Board of Directors
effective as of July 29, 20152 PENN WEST DEFINING EXCELLENCE



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our characterThere are many things that I want
for our company  but definitely on my list is that I want everyone to want to be our partner and everyone to hate to compete against us. But in every circumstance, it is most important that people in our industry and beyond can and do say
 Penn West does it right.At the core of the concept of right has to be a shared sense of the values of our culture and that starts with an unerring sense of
doing business with ethics and integrity  our character. Now I have had the opportunity to work around the world and I can tell you that people everywhere aspire to a state of high ethics and character. A phrase that was repeated to me often
at university was an abridged quote from Ghandi  These things will destroy us  knowledge without character, science without humanity and business without ethics.Our business will be defined by our relationships; our relationships defined by our ethics and our ethical base defined personally.We have a responsibility to act to defend our culture and our values. There can be no choice. Now I like to think that we have created a place where people feel they can speak out
to their supervisors or other leaders in the organization but if not, there are other avenues our people can pursue to get things right  the whistle blower line is the best example. Whatever path to the truth is taken, there will be no
retribution. You have my word on it.All of us are trained on the policy when we come in and there is an annual requirement in which we refresh our knowledge of
the Code and affirm that we get it. Thats required, but it makes good business sense as well and reminds us all of the standards we have committed ourselves to  standards that will help us become the admired Canadian oil and
gas enterprise we aspire to be.Thank you,Dave Roberts President and Chief
Executive OfficerThese things will destroy us  knowledge without character, science without humanity and business without ethics.GhandiPENN WEST DEFINING EXCELLENCE 3



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our cultureHow we achieve the result, is every
bit as important as the result itself.The Code of Business Conduct and Ethics (the Code) supports the culture of Penn West. Our commitment is to
ensure that we act with integrity. We hold one another accountable to comply with our shared values.Throughout the Code there are examples of actions or
behaviours that are required or prohibited. In addition to complying with these rules, Penn West demands a high standard of professional conduct. This includes the exercise of good judgment. If actions cannot be characterized as ethical, such that
they enhance the effectiveness and reputation of Penn West, then those actions contravene the Code regardless of the absence of a specific prohibition.We
understand that in order to be successful, we must do what is required by law and we must do what is right. The test for this is simple.ask yourself two questionsIs there any reason you would not want a co-worker, an associate, a neighbour or a regulator to be fully aware of your conduct and motives?Is anyones life, health or safety, or the environment endangered by the action?If these
questions cannot quickly be answered No, then you need to rethink your actions. If there is any doubt that your actions will comply with the Code, you are expected to seek guidance.To work at or with Penn West you must commit to uphold this Code. We recognize that while it takes time to build a reputation of trust and integrity, a single thoughtless or
unethical act can destroy what we have carefully built over years.We will not tolerate violations of the Code to achieve results.do whats right4 PENN WEST DEFINING EXCELLENCE



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our values & commitmentsWe Comply with
Policies and ProceduresPolicy and procedures exist to ensure the efficient and effective management of our operations. Compliance with those policies and
procedures is a condition of working with Penn West.When we are confronted by circumstances not covered by policy or procedure, we are accountable for exercising
good judgment as to the appropriate course of action. Our leader, manager or other colleagues are trained to assist and provide guidance.Representatives in
leadership roles promote a working environment of trust where compliance questions and reporting is welcomed.A Representative whose actions violate our shared
values will be disciplined. The circumstances will dictate whether this will include termination of their employment, contract or consulting services.Our
Workplace is Safe and We Minimize our Impact on the EnvironmentAs part of our commitment to one another, the communities in which we operate, and the environment: We understand and comply with the health, safety and environmental regulations that apply to the tasks we perform. We take the appropriate precautions to protect ourselves, the public, and our fellow Representatives. This includes holding each other accountable to ensure that our
workplaces are free from the influence of any substances that could impair the orderly, safe and effective conduct of our business. We immediately report
any loss of containment, accidents, injuries, unsafe equipment, practices or conditions. We strive to continually improve our health and safety as well as
our environmental and regulatory performance. This involves consistently looking for efficiencies to reduce our environmental footprint and ways to prevent waste, emissions, spills and other releases from our operations.Internal Controls protect us from risk and ensure efficient operations  we do not ignore controls when they appear to be inconvenient.For more information, see the Penn West Alcohol & Drug, Health and Safety, and Environmental Policies.PENN WEST DEFINING EXCELLENCE 5



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our values & commitmentsWe Avoid Conflicts of
InterestConflicts of interest include actual, potential or perceived conflicts of interest. We never let our personal interests interfere, or appear to interfere,
in any way with the interests of Penn West. A personal interest is any situation that might cause someone to question whether a Representative is acting to benefit a party other than Penn West. Using our position to benefit another party is
prohibited, even where Penn West is not impacted financially as the perceived conflict may jeopardize our ability to develop trusting relationships with our stakeholders.Our operations are in local communities and we all have friends, family and close associates working in the oil and gas business. Penn West recognizes that not all conflicts can be
avoided. However, conflicts must be disclosed so that they can be managed.All actual, potential or perceived conflicts of interest must be disclosed using the
Declaration of Conflict of Interest Form included to this document as Schedule A.q Penn West is about to solicit tenders for services. I
own shares of a company that has submitted a bid. Is this a conflict?a Yes. Penn West requires disclosure. If obtaining or retaining the contract with Penn West
would impact the contractors share price, Penn West would likely not permit you to be involved in the tender process or to supervise the contractor.Directors,
officers, employees, consultants, contractors and agents of Penn West are all Representatives6 PENN WEST DEFINING EXCELLENCE



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our values & commitmentsTo Avoid Conflicts of
Interest We do not take part in business transactions or have a financial or personal interest that may be in conflict with our obligations to Penn West.
This includes holding a position such as director, officer, employee, contractor or consultant of any other entity whose interests may be in conflict with those of Penn West. The only exceptions are those conflicts expressly authorized by Penn West. We do not accept undisclosed financial or other benefits from a party bidding for or approved to work for Penn West. We do not accept gifts, entertainment or favours that may unfairly influence a business relationship in any way. We do not participate in the review of bids or proposals to work for Penn West or supervise or approve payment to vendors where we personally, a family member, or friend,
may benefit from the relationship with the vendor (including as director, owner, employee, shareholder of the vendor). Passive investments in public or private entities where the Representative holds less than one per  We do not have family
members or cent of the outstanding shares will not be individuals with which we have a close viewed as competing with Penn West. personal relationship reporting through our reporting lines. We will also not We require vendors and suppliers involve ourselves in any administrative to advise Penn West of the identity of process concerning such an individual. their Representatives
that are close associates of Penn West directors, officers, employees or consultants so that perceived conflicts of interest can be managed.q I am considering
working in the evenings or on days off for another employer or as a consultant. Do I need to disclose this to Penn West?a Yes. Disclosure is required under the
Code and is required as a term of your employment with Penn West. Once you have authorization you must keep your other work separate from your Penn West job and never use Penn West resources for your other job.do whats rightPENN WEST DEFINING EXCELLENCE 7



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our values & commitmentsPennWestGifts and Entertainment Can Create Conflicts of InterestWe will not allow gifts to create the
perception that our decisions are based on anything other than commercial criteria. When we accept or give gifts and entertainment, we consider the tone it sets concerning how Penn West conducts its business. Accepting gifts and entertainment can
cause problems when they compromise  or appear to compromise  our ability to make fair and objective business decisions.do whats right8 PENN WEST DEFINING EXCELLENCE



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our values & commitmentsGifts and
EntertainmentBefore accepting a gift or entertainment, consider: We
do not solicit personal gifts and invitations. In limited circumstances, Penn West receives gifts or entertainment for corporate use as part of sanctioned events. Invitations to conferences, social, cultural or sporting events are acceptable if your host will be present. Your attendance serves a business purpose and
the event is customary within the industry for people in similar roles. A Representative that frequently gives/accepts gifts or invitations might create the
perception that Penn West is not treating contractors or vendors fairly. Any gift or entertainment that might unfairly influence a business relationship is prohibited. No gifts or entertainment can be accepted from anyone that is currently bidding for work or in the process of negotiating or renewing a contract. Receipt of an invitation or gift reasonably expected to exceed $250 requires prior approval. Approval is obtained through the submission of a Request for Approval of
Gift and/or Entertainment Form included in this document as Schedule B.Respectfully refuse an inappropriate gift or invitation. It is important
that we communicate that all vendors are treated equally and that commercial decisions will be based on commercial criteria.q A Penn West vendor offers you a
battery charger that can be used to recharge your Penn West phone. The charger has the vendors name and phone number stenciled on the top and is worth less than $50.Is it an issue to accept the charger?a Before you accept consider how another vendor might
view the situation if they saw the charger on your desk. Would another vendor feel obligated to reciprocate?If so, accepting the gift is not appropriate.PENN WEST DEFINING EXCELLENCE 9



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our values & commitmentsWe Act Fairly and
Treat Everyone with RespectWe are committed to conducting our business with honesty, integrity, accountability and fairness. We value and respect the rights and
contributions of our Representatives to our success.In our workplace and on our worksites, we value the diversity of our employees and will provide equal
opportunity in all aspects of employment. All Representatives will be provided a comfortable and welcoming workplace. We will encourage each other to speak up and report concerns. We will not tolerate harassment or discrimination. For more
information, see the Penn West Respectful Workplace Policy.We respect personal privacy. In accordance with the Penn West Privacy Policy, we only collect, use and
retain records and information about Penn West Representatives, landowners, shareholders and other business associates that is necessary for us to safely administer our business effectively and efficiently. This information is only for internal use
by Penn West and will not be shared or used for other purposes except as permitted or required by law. Seethe Penn West Privacy Policy for more information.We promote fair and open competition. We will deal honestly and fairly with our fellow Representatives, competitors and other stakeholders. We benefit where we
encourage competition between our vendors. We will not abuse the confidential information of our Representatives or competitors.We respect and support the right
of our Representatives to participate in political activities. We also understand and recognize that we must separate our personal political activities from our role with Penn West. This means: Representatives take care to represent their views as their own and not those of Penn West. Personal political activities should not be conducted on Penn West time or involve the use of any Company resources including telephones, computers or supplies.treat everyone with respect communities competitors consultants employees landowners shareholders vendorsrespect others10 PENN WEST DEFINING EXCELLENCE



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our values & commitmentsWe Act Fairly and
Treat Everyone with RespectWe respect our obligations concerning material information.Material information is non-public information that, if disclosed, would reasonably be expected to have a significant impact on the market value of the shares of Penn West or any
other publically traded company.Where a Representative becomes aware of non-public material information, this information must be provided to a member of the Penn
West Disclosure Committee.Buying or selling securities when one is in possession of undisclosed material information is illegal. Providing undisclosed material
information to anyone, including family and friends, is also illegal. This prohibition includes the undisclosed material information of Penn West or any other company with which Penn West does business.For more information, including details of trading restrictions and blackout periods, see the Penn West Disclosure Policy.Integrity in interactions with Public Officials. Lobbying involves contacting any government employee or elected official in order to communicate the position of Penn West in order
to influence regulatory change or publicpolicy. Only employees of Penn West who are registered as lobbyists may contact a government representative for this
purpose.We will not offer, pay or promise to provide anything of value to any public official to obtain a favorable decision or to attract or retain business. This
commitment includes a prohibition against facilitating payments (i.e. payments to facilitate or expedite routine governmental action).For
guidance in interactions with public officials, contact the Penn West Public Affairs Manager.q My friends and family often ask whether I think it is a good
time to buy Penn West stock. We are continually improving our operations.Is it an issue to offer my opinion?a The same rules apply when you buy or sell stock yourself. You need to ensure that you do not provide the details of undisclosed material information and, if your
recommendation would be impacted by non-public material information, you should decline to provide your opinion.PENN WEST DEFINING EXCELLENCE 11



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our values & commitmentsConfidential
InformationCorporate information is an asset that we safeguard. Confidential information includes: All non-public corporate information regardless of whether it might be of use to Penn Wests competitors, or might be harmful to Penn West or its customers if
disclosed; The inventions, discoveries, software, procedures and documents createdby Penn West employees and vendors where the vendor has assigned ownership to Penn West; The information of our partners or business associates.To protect our
asset, we: Do not disclose confidential information to anyone who does not need to know the information for business purposes, even if that person is a Penn
West Representative; Protect confidential information from theft or unauthorized use or access; Do not speak, present or provide written statements about Penn West or its activities unless the material has been approved by Public Affairs and/or Investor Relations.Information that you acquire about Penn West and its business interests, whether written or verbal, is confidential unless it is public knowledge. Documents
dont need to be marked trade secret or confidential to be treated confidentially.12 PENN WEST DEFINING EXCELLENCE



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our values & commitmentsWe Act to Protect our
Assets from Fraud or other Dishonest ConductWe have a Zero Tolerance approach to fraud and dishonest conduct. Fraud occurs when someone acts dishonestly in
order to profit at our expense. Examples include inflating or invoicing for goods or services not received, theft, misusing Penn West assets, undisclosed conflicts of interest, and receipt of unauthorized payments or kickbacks.We report any suspected fraudulent activity and fully investigate any suspected acts of fraud, misappropriation or other irregularity. Penn West will pursue all avenues of recourse
available to it.q Your manager takes your team for lunch to celebrate the success of your recent project. When the bill comes, your manager asks you to pay the
bill advising that she will authorize the expense.Is this an issue?a Yes.
The senior most leader must pay. Otherwise the effect is that the manager is approving her own expenses. Our internal controls require that the supervisor of your manager independently verify that the expense should be paid by Penn West.PENN WEST DEFINING EXCELLENCE 13



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our values & commitmentsOfficial SpokespersonCertain Penn West Representatives have been designated as official spokespersons of the Company. Representatives who are not spokespersons are prohibited from
responding to inquiries from the investment community, the media or others unless specifically asked to do so by an authorized spokesperson.Please see Penn
Wests Disclosure Policy for more information on authorized communication.This includes: Communications using electronic collaboration, such as email or instant messaging; Communications using social networking and media such as Facebook, LinkedIn, or Twitter; News media disclosure; Speaking engagements such as conference presentations and
panel discussions.Confidentiality obligations remain in effect following termination of employment, service agreement or appointment with Penn West.q If you see inaccurate information concerning Penn West operations posted on social media or an online newspaper, should you comment to correct the
information?a No. Contact Public Affairs and/or Investor Relations. If a correction is required, an authorized Penn West spokesperson will correct the information
or comment.14 PENN WEST DEFINING EXCELLENCE



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our values & commitmentsWe Use Information
TechnologyResources ResponsiblyPenn West IT, Electronic
Equipment, Data, Software and Other Assets are for business use. Occasional personal use is permitted, but never for personal gain or any improper purposes. Information you view and share and the content of any emails
or communications must be appropriate, respectful and otherwise comply with our policies. You should not expect personal privacy for communications that you send, receive or store on Penn West systems.The Penn West IT Security and Information Management Policy addresses the use of computers and information technology equipment.q My colleague explained that he often copies the reports he prepares at Penn West to his flash drive for his library of precedents.Is this an issue?a Yes. Personal flash drives represent a security risk to Penn Wests
information technology infrastructure. In addition, reports and other documents prepared for Penn West by its Representatives are confidential information and should not be copied or used for personal use or to benefit organizations other than Penn
West.PENN WEST DEFINING EXCELLENCE 15



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our values & commitmentsWe Ensure our Records
and Reporting is AccurateThe failure to ensure that the transactions in our books and records are accurate and fairly represent the true nature of a transaction
is illegal.To ensure accurate records: Transactions are classified
correctly. This includes the accounts, departments or accounting periods against which the transaction is recorded. We verify the accuracy of our accounting
records at reasonable intervals. We take appropriate action with respect to any differences. We submit any questions and concerns regarding questionable
accounting, auditing or disclosure matters or controls. We never destroy or alter documents or records to hide the documents or our actions. Penn West provides open access for its auditors, independent engineers and other advisors to its documents and records. It is illegal to fraudulently influence, coerce,
manipulate or mislead an auditor who is auditing financial statements or assessing the internal controls of Penn West.For more information, see the Penn West
Authorizations for Document Execution, Delegation of Financial Authority, Records and Information Management and Disclosure Policies.16 PENN WEST DEFINING
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identify the issue gather the factsassess options & impacts is the option legal and in compliance
with professional standards / obligations? will anyone or the environment be at risk? does the option meet with our expectations / values / commitments / policies and procedures?consult with others your colleagues / leader / executive team consider the perspective of those that may be impacted  shareholders, landowners, fellow Representatives / vendorsact & consider whether lessons learned benefit others are others likely to face a
similar situation or challenge? should we consider changing / adopting a policy or procedure? share so we continuously improvegetting the right result?Candour and honest communication is essential  absence of these qualities is demoralizing and exposes our company and representatives to riskWe Seek Guidance and Report Unethical Behaviour We understand that resources are
available if we are deciding on the appropriate course of action in relation to an issue. Our colleagues, leaders and the Executive team are all ready to assist. We report suspected non-compliance. Reporting protects Penn West and its stakeholders and allows us to continue to improve our operations. Reports directly
to a leader are encouraged so that corrective measures can be implemented. If you are not comfortable reporting concerns to your leader, you are to report them to the Penn West Compliance Officer, the Executive team or through the EthicsPoint
hotline. Leaders are obligated to report suspected breaches and corrective measures to the Compliance Officer. We respect requests for anonymity and act
against any retaliatory action. Where a person raising a concern wishes to remain anonymous, we will respect this request and will maintain the anonymity of the individual unless prohibited by law. All complaints, whether or not received
anonymously, are treated as confidential and access to information concerning the complaint is limited to only those that have a need to know. We will not
allow any retaliatory action against any Representative who, in good faith, reports a possible violation or concern. Anyone who retaliates against a Representative for speaking up will be disciplined. This may include termination of employment,
contract or consulting services.achieve excellencePenn West Ethics Hotline1-877-309-9397 or pennwest.ethicspoint.comPENN WEST DEFINING EXCELLENCE 17



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schedule a declaration of conflict of interest formI, , hereby declare the following actual or potential conflict of interest:My Department: My Supervisor:Name of company(s) and/or individual(s) involved
with the actual or potential conflict of interest:Clear description of the actual or potential conflict of interest:This section to be completed by the Compliance Officer of Penn West or a member of the legal department (the Approving Officer).As a result from discussions with the Approving Officer, the following actions are to be taken or measures are to be put in place to mitigate the actual or potential conflict of
interest (if any):Signature of Employee: Date:Signature of Approving
Officer: Date:18 PENN WEST DEFINING EXCELLENCE



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schedule b request for approval of gift and/or entertainment formName of Representative: Department:Description of Gift and/or Entertainment:Approximate value of Gift and/or Entertainment:Business Purpose for Gift and/or
Entertainment:If the Gift/Entertainment breaches the Gifts and Entertainment provisions of the Code:a) approval by an Officer of Penn West is required,b) in the case of an Officer of Penn West
who is not an Executive Officer, approval by an Executive Officer is required,c) in the case of an Executive Officer, approval by the President, Chief Executive
Officer or Chief Financial Officer is required, andd) in the case of the President, the Chief Executive Officer or the Chief Operating Officer, approval by the
Chair of the Governance Committee is required.Signature of Employee:
Date:Signature of Supervisor: Date:Signature of Approving Officer:
Date:PENN WEST DEFINING EXCELLENCE 19



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Penn West Ethics Hotline1-877-309-9397 or
www.pennwest.ethicspoint.comPenn West Petroleum Ltd.Suite 200, Penn West
Plaza, 207 - 9th Avenue SW, Calgary, Alberta T2P 1K3Telephone: (403) 777-2500, Toll Free: 1-866-693-2707www.pennwest.comTSX: PWT NYSE: PWE