Pengrowth Energy Trust
NYSE : PGH
TSX : PGF.UN

Pengrowth Energy Trust

November 29, 2006 04:03 ET

Pengrowth Energy Trust Announces Equity Financing Deal

CALGARY, ALBERTA--(CCNMatthews - Nov. 29, 2006) - Pengrowth Corporation, administrator of Pengrowth Energy Trust (TSX:PGF.UN)(NYSE:PGH), (collectively, "Pengrowth") is pleased to announce that it has commenced a marketed offering of approximately 20 million trust units through a syndicate of underwriters led by RBC Capital Markets. Pengrowth also intends to grant to the underwriters an option exercisable for a period ending 30 days after the date of closing, to purchase up to an additional 15 percent of that number of trust units issued on the date of closing at a price equal to the offering price to cover over-allotments and for market stabilization purposes.

This equity offering will be made pursuant to Pengrowth's short form base shelf prospectus dated September 15, 2006. In order to qualify the issue and sale of the trust units, a prospectus supplement will be filed with Canadian securities regulatory authorities in all Canadian provinces and with the United States Securities and Exchange Commission.

This offering is intended to finance a portion of the purchase price of Pengrowth's recently announced acquisition of Canadian oil and natural gas producing properties and undeveloped lands from ConocoPhillips, for a purchase price of $1.0375 billion, subject to customary adjustments.

Conference Call and Audio Webcast

The management of Pengrowth will host a conference call to discuss the acquisition on Wednesday, November 29, 2006, beginning at 2:30 pm Mountain Time (4:30 pm Eastern Time). To participate, please call (416) 644-3425 or toll-free at 1-800-732-6179. The call will also be webcast, to listen via the internet please go to the "Webcast and Multimedia" section of Pengrowth's website at www.pengrowth.com. The call will also be recorded and available for review from Wednesday November 29, 2006 to Wednesday December 6, 2006 by calling (416) 640-1917 or toll-free at 1-877-289-8525 and entering the passcode 21211411#.

Pengrowth Energy Trust is one of the larger energy royalty trusts in North America. Trust units trade on the Toronto Stock Exchange (PGF.UN) and the New York Stock Exchange (PGH). Through the purchase of trust units, unitholders participate in the ownership of a large portfolio of crude oil and natural gas properties, receiving the net cash flow (after expenses and other withholdings), paid monthly, as the oil and gas reserves are produced. Pengrowth's existing property portfolio is one of the strongest in the energy trust sector with a proved plus probable reserve life index of 10.6 years and a reserve base of 219.4 million boe at December 31, 2005. Pengrowth's assets are characterized by low decline rates and high development potential allowing for stable production.

PENGROWTH CORPORATION

James S. Kinnear, Chairman, President and Chief Executive Officer

Advisory:

This news release shall not constitute an offer to sell or the solicitation of an offer to buy Pengrowth trust units, nor shall there be any sale of Pengrowth trust units in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

You may obtain a copy of the prospectus relating to this offering from RBC Capital Markets, c/o RBC Dominion Securities, 277 Front Street West, 5th Floor, Toronto, Ontario M5V 2X4 telephone (416) 842-5349 Attention Simon Yeung

Caution Regarding Engineering Terms:

When used herein, the term "boe" means barrels of oil equivalent on the basis of one boe being equal to one barrel of oil or NGLs or 6,000 cubic feet of natural gas (6 mcf: 1 bbl). Barrels of oil equivalent may be misleading, particularly if used in isolation. A conversion ratio of six mcf of natural gas to one boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

The U.S. Securities and Exchange Commission ("SEC") permits United States oil and natural gas companies, in their filings therewith, to disclose only proved reserves net of royalties and interests of others that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Canadian securities laws permit oil and natural gas companies, in their filings with Canadian securities regulators, to disclose reserves prior to the deduction of royalties and interests of others, and to disclose probable reserves. Probable reserves are of a higher risk and are generally believed to be less likely to be recovered than proved reserves. Certain reserve information included in the documents incorporated by reference to describe our reserves, such as "probable" reserve information, is prohibited in filings with the SEC by U.S. oil and natural gas companies.

Caution Regarding Forward Looking Information:

This press release contains forward-looking statements within the meaning of securities laws, including the "safe harbour" provisions of the Ontario Securities Act and the United States Private Securities Litigation Reform Act of 1995. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "may", "will", "should", "could", "estimate", "predict" or similar words suggesting future outcomes or language suggesting an outlook. Forward-looking statements in this press release include, but are not limited to, statements with respect to: benefits of the Carson Creek acquisition and the strategic business combination with Esprit, synergies, business strategy and strengths, acquisition criteria, capital expenditures, reserves, reserve life indices, estimated production, remaining producing reserve lives, and development plans and programs. Statements relating to "reserves" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the reserves described exist in the quantities predicted or estimated and can profitably be produced in the future.

Forward-looking statements and information are based on current beliefs as well as assumptions made by and information currently available to Pengrowth concerning anticipated financial performance, business prospects, strategies and regulatory developments. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to: the volatility of oil and gas prices; production and development costs and capital expenditures; the imprecision of reserve estimates and estimates of recoverable quantities of oil, natural gas and liquids; Pengrowth's ability to replace and expand oil and gas reserves; environmental claims and liabilities; incorrect assessments of value when making acquisitions; increases in debt service charges; the loss of key personnel; the marketability of production; defaults by third party operators; unforeseen title defects; fluctuations in foreign currency and exchange rates; inadequate insurance coverage; compliance with environmental laws and regulations; changes in tax laws; the failure to qualify as a mutual fund trust; and Pengrowth's ability to access external sources of debt and equity capital. Further information regarding these factors may be found under the heading "Business Risks" in our management's discussion and analysis for the year ended December 31, 2005 and under "Risk Factors" in our Annual Information Form dated March 29, 2006.

The foregoing list of factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Furthermore, the forward-looking statements contained in this press release are made as of the date of this press release, and Pengrowth does not undertake any obligation to up-date publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Contact Information

  • Pengrowth
    Investor Relations
    (403) 233-0224 or Toll Free: 1-800-223-4122
    (403) 294-0051 (FAX)
    Email: investorrelations@pengrowth.com
    or
    Pengrowth
    Investor Relations, Toronto
    Toll Free: 1-888-744-1111
    (416) 362-8191 (FAX)
    Website: www.pengrowth.com
    or
    Media and government calls can be directed to
    Shawn Howard, Director, Public & Government Affairs
    (403) 266-8355
    Email: shawn.howard@pengrowth.com