Pengrowth Energy Trust

Pengrowth Energy Trust
Pengrowth Corporation

Pengrowth Corporation

February 17, 2005 11:20 ET

Pengrowth Energy Trust and Crispin Energy Inc. Jointly Announce Plan of Arrangement

CALGARY, ALBERTA--(CCNMatthews - Feb. 17, 2005) - Pengrowth Corporation
("Pengrowth"), administrator of Pengrowth Energy Trust (the "Trust"), and
Crispin Energy Inc. ("Crispin") are pleased to jointly announce that they have
entered into an Arrangement Agreement (the "Arrangement") under which the Trust
will acquire all of the issued and outstanding shares of Crispin on the basis of
0.0725 Class B trust units of the Trust for each Crispin share held by Canadian
resident shareholders of Crispin and 0.0512 Class A trust units of the Trust for
each Crispin share held by non-Canadian resident shareholders. The number of
Class A trust units issuable under the Arrangement will be limited to 25% of the
number of Class B trust units. Shareholders who would otherwise be entitled to
receive Class A trust units over this limit will receive for each whole Crispin
share a cash payment equal to 95% of 0.0725 multiplied by the weighted average
trading price of the Class B trust units for the five days prior to the
effective date of the Arrangement.

The Arrangement received unanimous support of the Board of Directors of both
Pengrowth and Crispin. The Board of Directors of Crispin will call a Special
Meeting of Shareholders in mid to late April 2005 for approval of the
Arrangement. Completion of the transaction is expected prior to the end of
April, 2005.

Officers, Directors and select key shareholders of Crispin holding approximately
30% of the issued and outstanding shares of Crispin have agreed to enter into
lock-up agreements to support the transaction. The Arrangement also contains a
break fee in the amount of Cdn $3 million, which is payable in certain
circumstances if the Arrangement is not completed.

The management of Pengrowth Energy Trust believes that this transaction
represents a strategic growth opportunity for unitholders. In brief, the
anticipated benefits from the transaction include the following:

1. The addition of approximately 1,900 barrels of oil equivalent per day of
production located primarily in the Three Hills area of central Alberta - one of
Pengrowthès focus areas.

2. An approximate doubling of Pengrowthès land holdings to 56,000 net acres in
the Horseshoe Canyon Coal Bed Methane prospect areas of Twining and Mikwan.
Pengrowth will also obtain approximately 25,000 net acres of additional
undeveloped land.

3. An agreement is in place with Crispinès experienced management team, led by
Mr. Murray Nunns and Mr. William Bradley, to provide technical expertise,
acquisition evaluations and the generation of new business opportunities for a
minimum period of six months subsequent to the completion of the transaction.

4. An accretive transaction in terms of production and distributable cash per
trust unit. On a preliminary basis the transaction will add proved reserves of
3.9 million barrels of oil equivalent and 5.2 million barrels of oil equivalent
on a proved plus probable basis based on a preliminary engineering evaluation by
Gilbert Laustsen Jung Associates Ltd.

5. An increase in the proportion of Class B trust units outstanding from the
current level of approximately 49% to approximately 51%. Upon closing of the
transaction limited conversions of Class B trust units to Class A trust units
would be permissible under the trust indenture to the extent that the
outstanding Class A trust units continue, on an ongoing basis, to represent less
than an Ownership Threshold of 49.75% of the total issued and outstanding trust

In the event that the Ownership Threshold is met, Pengrowth intends to implement
a new form of reservation system in order to provide all unitholders with an
equal and orderly opportunity to convert Class B trust units into Class A trust
units. All registered and beneficial unitholders will have the opportunity to
participate in the reservation system by providing an appropriate form to
Computershare Trust Company of Canada ("Computershare"). Computershare, will at
specified times, select unitholders from within the reservation system using a
random selection process that essentially provides an equal opportunity to all
unitholders within the system. Each selection will entitle a unitholder to
convert up to 1,000 Class B trust units into Class A trust units on a one-for-
one basis. Unitholders will remain in the reservation system until they receive
reservation numbers in respect of all of their Class B trust units within the
system or until the reservation expires in accordance with its terms. It is
anticipated that selections will occur monthly, but they may occur more or less
frequently as determined by the Board of Directors of Pengrowth. At each
periodic selection, the number of unitholders that will be selected will be
limited by the number of Class B trust units that may be converted into Class A
trust units without exceeding the Ownership Threshold. Further details regarding
the reservation system including certain income tax consequences of exercising
the conversion option will be provided sufficiently in advance of the first
selection process so that all interested unitholders will have an equal
opportunity to participate.

Crispinès Board of Directors recognizes this transaction as an opportunity for
Crispin shareholders to capture fair value for Crispinès asset base with units
in a high quality and liquid trust. Upon completion of the proposed transaction,
Crispinès shareholders will benefit from Pengrowthès established history of
stable monthly distribution payments to unitholders. Pengrowthès solid financial
position will afford Crispin shareholders the ability to participate in the
benefits of subsequent accretive transactions.

The Arrangement will require the approval of 66 2/3 percent of the votes cast by
the shareholders and optionholders of Crispin voting as a single class, the
approval of the majority of the shareholders excluding certain management
personnel and the approval of the Court of Queen's Bench of Alberta and certain
regulatory agencies.

Crispin has retained FirstEnergy Capital Corp. and Sprott Securities Inc. as
financial advisors for this transaction.


James S. Kinnear, President


Mr. Murray R. Nunns, President and CEO

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