Pengrowth Energy Trust

Pengrowth Energy Trust
Pengrowth Corporation

Pengrowth Corporation

May 01, 2005 12:02 ET

Pengrowth Energy Trust Announces the Closing of the Crispin Energy Inc. Acquisition and Provides Update on Voting at 2005 Annual and Special Meeting of Shareholders

CALGARY, ALBERTA--(CCNMatthews - May 1, 2005) - Pengrowth Corporation
("Pengrowth"), administrator of Pengrowth Energy Trust (the "Trust"), announced
today that it has closed the previously disclosed acquisition of all of the
issued and outstanding shares (totaling 62,220,776) of Crispin Energy Inc.
("Crispin"). On the basis of an exchange ratio of 0.0725 Class 'B' trust units
for each Crispin share held by Canadian resident shareholders of Crispin and
0.0512 Class 'A' trust units for each Crispin share held by non-Canadian
resident shareholders and non-declaring shareholders, Pengrowth issued 676,934
Class 'A' and 3,552,457 Class 'B' trust units for a total of 4,229,391 trust
units in association with the acquisition.

Following completion of the Crispin acquisition, the Class 'B' trust units,
which can only be held by Canadian residents, represent approximately 51% of the
total issued and outstanding trust units of the Trust. The Trust has now
complied with the terms of an amended advance tax ruling from Canada Revenue
Agency dated December 1, 2004 that stated, in effect, that the Trust will
continue to be a mutual fund trust if it meets an ownership threshold
represented by Class 'B' trust units of at least 50.25% prior to June 1, 2005.

Trading in Crispin shares now only represents the right to receive trust units
of the Trust issued on April 29, 2005. Only holders of record of Crispin shares
as of April 29, 2005 are entitled to receive the Trust's May 15, 2005
distribution of Cdn $0.23 per trust unit. Trades in Crispin shares completed
prior to the close of business on April 27, 2005 will be settled before the
effective time of the Crispin acquisition making such purchasers eligible to
receive the May 15, 2005 distribution.

Purchasers of Crispin shares on the Toronto Stock Exchange after April 27, 2005
will receive either Class 'A' or Class 'B' trust units depending upon the
seller's entitlement. Non-residents of Canada will be required to sell any Class
'B' trust units that they obtain for Crispin shares.

Pengrowth is also pleased to advise that all resolutions put forth at the 2005
Annual and Special Meeting of Shareholders, the Annual and Special Meeting of
Trust Unitholders and the Special Meeting of Royalty Unitholders each held on
April 26, 2005 in Calgary were passed.


James S. Kinnear, President

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