Pengrowth Energy Trust
TSX : PGF.A
TSX : PGF.B
NYSE : PGH

Pengrowth Energy Trust
Pengrowth Corporation

Pengrowth Corporation

April 27, 2005 12:09 ET

Pengrowth Energy Trust Announces First Quarter Results

CALGARY, ALBERTA--(CCNMatthews - April 27, 2005) - Pengrowth Corporation
("Pengrowth"), administrator of Pengrowth Energy Trust, announced the
unaudited results for the three months ended March 31, 2005.

First quarter distributable cash before withholding reached record levels
increasing by 38 percent to $127.8 million compared to $92.9 million in the
first quarter of 2004. Actual cash distributions to unitholders in the first
quarter of 2005 totaled Cdn $0.69 per trust unit reflecting a payout ratio of
84 percent as compared to 90 percent for the same period in 2004. Based upon
the current forward market for commodity prices, it is proposed to maintain
the monthly cash distribution of $0.23 per trust unit through the second
quarter while continuing to reduce the payout ratio.
Pengrowth completed the successful acquisition of an additional 11.89
percent working interest in Swan Hills Unit No. 1 with the trustès working
interest now totaling 22.34 percent. The acquisition increased Pengrowthès
reserves base by approximately five percent and added an estimated 12.0
million boe of proved plus probable reserves.
Continued strength in commodity prices, crude oil in particular, has
contributed to solid operating results. Pengrowthès average realized light oil
price increased 34 percent from $40.57 in the first quarter of 2004 to $54.42
in the first quarter of 2005 and on a total barrels of oil equivalent basis,
Pengrowthès average realized price increased 12 percent from $39.91 to $44.53
for the same periods, respectively.
Total production in the first quarter of 2005 averaged 59,082 boe per
day, an increase of 29 percent over the first quarter of 2004 due mainly to
the additional production associated with the Murphy Assets, an additional
shipment of condensate at SOEP during the quarter and one monthès production
associated with the Swan Hills Unit No. 1 acquisition.
During the first quarter, Pengrowth announced an Arrangement Agreement
with Crispin Energy Inc. to acquire all of the issued and outstanding shares
of Crispin. This represents the first public corporate acquisition for
Pengrowth and is scheduled to close by the end of April, 2005. The transaction
is expected to be accretive to unitholders and add proved reserves of 3.9
mmboe and proved plus probable reserves of 5.2 mmboe. The transaction will
also increase Pengrowth's exposure to a coal bed methane play and will
increase Pengrowth's Canadian resident trust unit ownership above the
ownership threshold of 50.25 percent.

Note regarding currency: All figures contained within this report are
quoted in Canadian dollars unless otherwise indicated.

Summary of Financial and Operating Results


Three Months ended
March 31 %
(thousands, except per unit amounts) 2005 2004 Change

INCOME STATEMENT
Oil and gas sales $ 236,768 $ 165,880(xx) 43

Net income $ 56,314 $ 38,652 46
Net income per unit $ 0.37 $ 0.31 19

Funds generated from operations $ 126,407 $ 91,798 38
Funds generated from operations
per unit $ 0.82 $ 0.73 12
Cash withheld $ 12,782 $ 9,289 38

Distributable cash before
withholding(*) $ 127,804 $ 92,895 38
Distributable cash before
withholding per unit(*) $ 0.83 $ 0.74 12
Distributable cash(*) $ 115,022 $ 83,606 38
Actual distributions paid or $ 105,998 $ 82,955 28
declared
Actual distributions paid or
declared per unit $ 0.69 $ 0.63 10

Weighted average number of
units outstanding 153,388 125,220 22

BALANCE SHEET
Working capital $ (97,897) $ 194,650 (150)
Property, plant and equipment
and other assets $ 2,061,105 $ 1,507,905 37
Long-term debt $ 441,920 $ 262,260 69
Unitholders' equity $ 1,414,203 $ 1,315,025 8
Unitholders' equity per unit $ 9.21 $ 9.72 (5)

Number of units outstanding
at period end 153,621 135,324 14

DAILY PRODUCTION
Crude oil (barrels) 20,443 21,516 (5)
Heavy oil (barrels) 6,046 - -

Natural gas (thousands of
cubic feet) 157,491 117,348 34
Natural gas liquids (barrels) 6,345 4,594 38
Total production (BOE) 59,082 45,668 29

TOTAL PRODUCTION (MBOE) 5,317 4,156 29

PRODUCTION INCREASE (year over year) 29% (10)%

PRODUCTION PROFILE
Crude oil 35% 47%
Heavy oil 10% -
Natural gas 44% 43%
Natural gas liquids 11% 10%

AVERAGE PRICES
Crude oil (per barrel) $ 54.42 $ 40.57(xx) 34
Heavy oil (per barrel) $ 24.39 $ - -
Natural gas (per mcf) $ 6.84 $ 6.82(xx) -
Natural gas liquids (per barrel) $ 50.48 $ 37.08(xx) 36
Average price per BOE $ 44.53 $ 39.91(xx) 12

(*) See the section entitled "Non-GAAP Financial Measures"
(xx) Restated to conform to presentation adopted in the prior year.



Summary of Trust Unit Trading Data

Three Months ended
March 31 (thousands, except per unit amounts) 2005 2004

TRUST UNIT TRADING (Class A)
PGH (NYSE) after unit re-class(xxx)
High $ 22.94 US $ - US
Low $ 18.11 US $ - US
Close $ 20.00 US $ - US
Value $ 515,131 US $ - US
Volume (thousands of units) 24,621 -
PGF.A (TSX) (xxx)
High $ 28.29 $ -
Low $ 22.15 $ -
Close $ 24.03 $ -
Value $ 53,267 $ -
Volume (thousands of units) 2,049 -

TRUST UNIT TRADING (Class B)
PGF.B (TSX) (xxx)
High $ 19.90 $ -
Low $ 16.10 $ -
Close $ 17.05 $ -
Value $ 543,701 $ -
Volume (thousands of units) 29,219 -

TRUST UNIT TRADING (before unit
re-class)
PGH (NYSE) before unit re-class(xxx)
High $ - US $ 16.60 US
Low $ - US $ 12.10 US
Close $ - US $ 13.70 US
Value $ - US $ 525,609 US
Volume (thousands of units) - 36,899
PGF.UN (TSX) (xxx)
High $ - $ 21.25
Low $ - $ 15.55
Close $ - $ 17.98
Value $ - $ 567,785
Volume (thousands of units) - 30,620

(xxx) July 27, 2004, all trust units were re-classified into Class A or
Class B trust units. Class A trust units trade on the NYSE under
PGH and on the TSX under PGF.A. Class B trust units trade only on
the TSX under PGF.B.


Note Regarding Forward-Looking Statements
This discussion and analysis contains forward-looking statements. These
statements relate to future events or our future performance. In some cases,
you can identify forward-looking statements by terminology such as "may",
"will", "should", "expect", "plan", "anticipate", "believe", "estimate",
"predict", "potential", "continue", or the negative of these terms or other
comparable terminology. These statements are only predictions. A number of
factors, including the business risks discussed below, may cause actual
results to vary materially from these estimates. Actual events or results may
differ materially. In addition, this discussion contains forward-looking
statements attributed to third party industry sources. Readers should not
place undue reliance on these forward-looking statements.
When converting natural gas to equivalent barrels of oil within this
discussion, Pengrowth uses the international standard of 6 thousand cubic feet
(mcf) to one barrel of oil equivalent (boe). Production volumes and revenues
are reported on a gross basis (before crown and freehold royalties) in
accordance with Canadian practice. All amounts are stated in Canadian dollars
unless otherwise specified.

Non-GAAP Financial Measures
This discussion and analysis refers to certain financial measures that
are not determined in accordance with Canadian GAAP. These measures do not
have standardized meanings and may not be comparable to similar measures
presented by other trusts or corporations. Although such measures as
distributable cash, distributable cash before withholding and operating
netbacks do not have standardized meanings prescribed by GAAP, distributable
cash is determined by reference to the Distributions and Taxability of
Distributions section of this report while the remaining measures are
determined by reference to our financial statements. We discuss these
measures, which have been applied on a consistent basis, because we believe
that they facilitate the understanding of the results of our operations and
financial position.

Overview
During the first quarter, Pengrowth successfully completed the
acquisition of an additional 11.89 percent working interest in the Swan Hills
Unit No.1 property for $87 million. This acquisition increased Pengrowth's
total interest in the property to 22.34 percent and added estimated proved
plus probable reserves, as evaluated effective October 1, 2004 by Gilbert
Laustsen Jung Associates Ltd.(GLJ), of 12.0 million boe, an increase of
approximately 5 percent to Pengrowth's reserve base. Pengrowth funded the
purchase through existing bank facilities.
Continued strength in commodity prices and additional production from the
Murphy acquisition, which closed on May 31, 2004, had a favourable impact on
2005 first quarter results relative to the first quarter of 2004.

Net Income
Net income for the first quarter of 2005 was $56.3 million ($0.37 per
trust unit) compared to $38.7 million ($0.31 per trust unit) for the previous
year. The increase in net income in 2005 compared to the same period last year
is due mainly to a 29 percent increase in production volumes and a 12 percent
increase in average commodity prices offset in part by higher expenses.

Production
Total BOE production for the first quarter of 2005 of 59,082 boe per day
is 29 percent higher than the 45,668 boe per day in the first quarter of 2004
and 3 percent higher than fourth quarter 2004 production of 57,425 boe per
day. Production from the Murphy properties of 14,019 boe per day contributed
significantly to the quarter over quarter increase of 13,414 boe per day.
Volumes for the first quarter of 2005 also benefited due to the timing of
Sable Offshore Energy Project (SOEP) condensate sales and the contribution of
one month of production from the additional interest acquired in Swan Hills
Unit No. 1.

Three months ended
Daily Production March 31
2005 2004 % Change
-------------------------------------------------------------------------


Light crude oil (bbls) 20,443 21,516 (5)%
Heavy oil (bbls) 6,046 - -
Natural gas (mcf) 157,491 117,348 34%
Natural Gas Liquids (bbls) 6,345 4,594 38%
-------------------------------------------------------------------------

Total boe/d 59,082 45,668 (29%)
-------------------------------------------------------------------------


Light oil production volumes decreased 5 percent in the first quarter
compared to the first quarter of 2004. The Murphy acquisition and development
activities over the past year have contributed to partially offset natural
production declines occurring in the northeast B.C. projects of Rigel and
Squirrel as well as lower volumes from Judy Creek.
Heavy oil production comes from the recently acquired Murphy properties,
including working interests in Tangleflags and Bodo, both in Saskatchewan.
Natural gas production increased 34 percent in the first quarter of 2005
compared to the first quarter of 2004. Additional gas volumes of 40 mmcf per
day from the Murphy properties, as well as incremental volumes from
development activities mitigated the impact of natural production declines. Of
note was increased gas production from the Monogram, Tilley and Cessford areas
where shallow gas development in the Milk River, Medicine Hat and Second White
Specs formations added a further 9.6 mmcf per day of production compared to
first quarter 2004 levels. SOEP gas production decreased in the first quarter
of 2005 as compared to the same period in 2004 due mainly to a well workover
at the Venture 1 well.
Natural gas liquids (NGL) production increased by 38 percent in the first
quarter of 2005 over the first quarter of 2004. The fluctuation in NGL sales
from quarter to quarter is due mainly to the timing of condensate sales from
SOEP. Two condensate shipments were made in the first quarter of 2005,
totaling approximately 135,000 barrels, compared to a partial shipment of
11,000 barrels in the same period last year. Pengrowth would normally
anticipate one shipment of condensate per quarter.

Prices
Pengrowth's average commodity price per boe for the first quarter of 2005
was 12 percent higher than the first quarter of 2004.

Three months ended
Average realized prices Cdn$ March 31
(after the impact of hedging) 2005 2004 % Change
-------------------------------------------------------------------------


Light crude oil (per bbl) $ 54.42 $ 40.57 34%
Heavy oil (per bbl) 24.39 - -
Natural gas (per mcf) 6.84 6.82 -
Natural Gas Liquids (per bbl) 50.48 37.08 36%
-------------------------------------------------------------------------

Total per boe $ 44.53 $ 39.91 12%
-------------------------------------------------------------------------


Pengrowth's average light oil price increased 34 percent in the first
quarter of 2005 compared to the first quarter of 2004. Although the West Texas
Intermediate (WTI) benchmark price increased 42 percent in the first quarter
of 2005 compared to the same period last year, it was partially offset by a 7
percent decrease in the value of the U.S. dollar relative to the Canadian
dollar and a small negative adjustment in Pengrowth's average field quality
differentials relative to benchmark pricing.
Pengrowth's average natural gas price for the first quarter of 2005
remained constant at $6.84 per mcf compared to $6.82 per mcf over the same
period last year. Pengrowth's average natural gas prices remained relatively
stable year over year reflective of the small increase (1.4 percent) in the
AECO average price. NYMEX average prices increased by 10.2 percent but this
was partially offset by a weaker U.S. dollar relative to the Canadian dollar.
Pengrowth did not experience the full effect of increased market prices as
certain fixed price gas contracts which were part of the Murphy acquisition
partially offset the increase in market prices.

Price Risk Management Program
Pengrowth uses forward and futures contracts to manage its exposure to
commodity price fluctuations and to provide a measure of stability to our
monthly cash distributions.
In the first quarter of 2005, Pengrowth realized a net hedging loss of
$0.1 million related to natural gas financial swap contracts, compared to a
net hedging loss of $4.7 million for the same period last year. With the
continued strength in crude oil prices in the first quarter, Pengrowth
realized a net hedging loss of $6.6 million on crude oil price swap
transactions, compared to a loss of $7.1 million in the first quarter of 2004.
In conjunction with the purchase of the Murphy Assets on May 31, 2004,
Pengrowth assumed certain fixed price natural gas sales contracts associated
with the Murphy reserves. Under these contracts, Pengrowth is obligated to
sell 3,886 MMBTU per day, until April 30, 2009 at an average contract price of
Cdn $2.27 per MMBTU.
Pengrowth currently has 10,000 barrels per day of crude oil hedged for
the remainder of 2005 at an average price of Cdn $54.39 per barrel and a
further 4,000 barrels per day is hedged for 2006 at Cdn $64.08 per barrel.
Western gas production of 2,370 MMBTU per day is hedged at an average price of
$8.35 per MMBTU for the period of May 1 to December 31, 2005 and a further
2,370 MMBTU per day is hedged at $8.03 per MMBTU for 2006. Eastern gas
production of 18,500 MMBTU per day is hedged at an average delivered price of
$9.51 per MMBTU for the remainder of 2005 and 2,500 MMBTU per day is hedged at
$10.63 for 2006. The details of Pengrowth's commodity hedges are provided in
Note 8 to the financial statements.
At March 31, 2005, the mark-to-market value of Pengrowth's commodity
hedges represented a potential loss of $41.1 million consisting of a loss of
$4.7 million on natural gas contracts and $36.4 million for crude oil
contracts.

Royalties
Royalties, including crown and freehold royalties, were 16 percent of oil
and gas sales in the three months ended March 31, 2005, compared to 15 percent
in the first three months of 2004 due to the higher effective rates applicable
at higher commodity prices.

Operating Costs
Operating costs were $49.1 million (or $9.23 per boe) for the first
quarter of 2005, compared to $31.2 million (or $7.50 per boe) for the first
quarter of 2004. Higher operating costs associated with the Murphy properties,
charges relating to prior periods and increased fixed expenses all contributed
to higher operating costs on a per boe basis compared to the first quarter of
2004.

Injectants for Miscible Floods
During the first quarter of 2005, Pengrowth purchased $7.6 million of
injectants and amortized a related $5.4 million against first quarter net
income and distributable cash, compared to $7.3 million and $5.2 million,
respectively, in first quarter of 2004. The increase in injectant costs year
over year is due mainly to increased injectant volumes at Swan Hills. The
majority of ethane and natural gas volumes injected at Judy Creek are
proprietary volumes produced from Judy Creek and Swan Hills and then
re-injected. Revenue is not recorded for volumes that are produced and
subsequently re-injected.
At March 31, 2005, the balance of unamortized injectant costs was
$27.2 million.

Operating Netbacks
There is no standardized measure of operating netbacks and therefore,
operating netbacks, as presented below, may not be comparable to similar
measures presented by other companies. Certain assumptions have been made in
allocating operating expenses, other production income, other income and
royalty injection credits between light crude oil, heavy oil, natural gas and
natural gas liquids production.
Operating netbacks increased by approximately 8 percent reflecting the
overall increase in oil and gas prices during the quarter offset partially by
the increase in operating costs per boe.

Combined Netbacks

Three months ended
-----------------------------------
March 31, March 31,
($ per bbl) 2005 2004
-----------------------------------
Sales Price $ 44.97 $ 40.37
Other production
income 0.15 0.24
GORR royalties (0.59) (0.70)
-----------------------------------
44.53 39.91
Other income 0.79 0.82
Crown and Freehold
Royalties (7.04) (5.90)
Operating Costs (9.23) (7.50)
Transportation
Costs (0.34) (0.37)
Amortization of
injectants (1.01) (1.25)
-----------------------------------
Operating
Netback $ 27.70 $ 25.71
-----------------------------------

Light Crude Netbacks Natural Gas Netbacks

Three months ended Three months ended
----------------------------------- -----------------------------------

March 31, March 31, March 31, March 31,
($ per bbl.) 2005 2004 ($ per mcf) 2005 2004
----------------------------------- -----------------------------------

Sales Price $ 54.42 $ 40.57 Sales Price $ 6.84 $ 6.82
Other production GORR royalties (0.11) (0.12)
income 0.42 0.51 -----------------------------------

GORR Royalties (0.64) (0.65) 6.73 6.70
----------------------------------- Other income 0.21 0.23
54.20 40.43 Crown and Freehold
Other income 0.38 0.47 Royalties (1.16) (1.04)
Crown and Freehold Operating Costs (1.08) (1.05)
Royalties (6.47) (3.43) Transportation
Operating Costs (10.74) (8.59) Costs (0.09) (0.10)
Transportation -----------------------------------

Costs (0.30) (0.23) Operating
Amortization of Netback $ 4.61 $ 4.74
injectants (2.93) (2.66) -----------------------------------

-----------------------------------
Operating
Netback $ 34.14 $ 25.99
-----------------------------------

Heavy Oil Netbacks Natural Gas Liquids Netbacks

Three months ended Three months ended
----------------------------------- -----------------------------------

March 31, March 31, March 31, March 31,
($ per bbl) 2005 2004 ($ per bbl) 2005 2004
----------------------------------- -----------------------------------

Sales Price $ 24.39 $ - Sales Price $ 50.48 $ 37.08
GORR Royalties (0.06) - GORR royalties (0.68) (0.89)
----------------------------------- -----------------------------------

24.33 - 49.80 36.19
Other income 0.99 - Crown and Freehold
Crown and Royalties (13.39) (15.88)
Freehold Operating Costs (6.88) (7.45)
Royalties (2.52) - Transportation
Operating Costs (18.56) - Costs - (0.10)
----------------------------------- -----------------------------------

Operating Operating
Netback $ 4.24 $ - Netback $ 29.53 $ 12.76
----------------------------------- -----------------------------------


General and Administrative
General and administrative expenses (G&A) were $7.1 million in the first
quarter of 2005 compared to $5.8 million for the first quarter of 2004.
Included in 2005 first quarter G&A is $0.8 million of non-cash compensation
costs related to trust unit rights and phantom trust units (see note 1 to
consolidated financial statements) compared to $1.1 million for the first
quarter of 2004. Excluding the non-cash component of G&A, 2005 year-to-date
G&A has increased over 2004 levels by $1.5 million due to a number of factors
including increased financial reporting and regulatory costs and the addition
of personnel and larger office space required to manage the Murphy assets. On
a per boe basis, first quarter G&A is $1.33 per boe, compared to $1.41 per boe
for the first quarter of 2004 largely reflecting the volume increases
associated with the Murphy Assets.

Management Fees
Management fees were $3.7 million for the first quarter of 2005 compared
to $2.8 million for the first quarter of 2004. Management fees recorded in the
first quarter of 2005 include an accrual for estimated performance fees of
$0.6 million. Under the current management agreement, which came into effect
July 1, 2003, the manager will earn a performance fee if Pengrowth trust unit
total returns exceed 8 percent per annum on a three year rolling average
basis. The maximum fees payable, including the performance fee, is limited to
80 percent of the fees that would otherwise have been payable under the old
management agreement for the first three years and 60 percent for the
subsequent three years. Although the rate base for the calculation of total
fees payable to the manager is less under the current management agreement,
higher overall production, prices and distributable cash have resulted in an
increase in the management fees.

Interest
Interest expense increased to $5.4 million in the first quarter of 2005
compared to $4.2 million for the first quarter of 2004. Interest expense
includes $0.4 million of fees on a year-to-date basis related to the
amortization of U.S. debt issue costs and imputed interest on the note payable
to Emera Offshore Incorporated. Higher ending long-term debt levels in the
first quarter of 2005 of $441.9 million versus $262.3 million at the end of
first quarter 2004 contributed to the increase in interest expense.

Depletion and Depreciation
Depletion and depreciation increased to $69.1 million in the first
quarter of 2005 compared to $50.5 million in the first quarter of 2004. On a
per boe basis, depletion and depreciation has increased to $13.00 per boe in
the first quarter of 2005 compared to $12.15 per boe in the first quarter of
2004. The increase is mainly attributable to the purchase of properties over
the past year, including the Murphy Assets in May 2004. With the sustained
strength in commodity prices in recent years, the higher cost of acquiring oil
and gas properties has increased resulting in a higher depletion rate per boe
produced.

Distributions and Taxability of Distributions
Pengrowth generated $127.8 million ($0.83 per trust unit outstanding) of
distributable cash before withholding related to first quarter 2005
operations, compared to $92.9 million ($0.74 per trust unit outstanding) in
2004. Distributions paid or declared of $106 million (2004 - $83 million)
equates to approximately 84 percent of funds generated from operations (2004 -
90 percent). Pengrowth's recent practice has been to withhold approximately 10
percent of cash available for distribution to repay debt and/or contribute to
capital spending. The Board of Directors may decide to increase (or decrease)
the amount withheld in the future, depending on a number of factors, including
expectations for future commodity prices, capital expenditure requirements and
opportunities, the impact of increased (or decreased) withholdings on the
taxability of the Trust and the availability of debt and equity capital. Board
discretion with respect to withholding is subject to a maximum withholding
amount of 20 percent of gross revenues, as approved by unitholders at the 2003
annual general meeting. Given the level of current commodity prices,
Pengrowth's increased development opportunities from recent acquisitions and
ongoing maintenance requirements, Pengrowth expects monthly distributions to
remain at $0.23 per trust unit for the second quarter of 2005.
Cash distributions are paid to unitholders on the 15th day of the second
month following the month of production. Pengrowth paid $0.69 per trust unit
as cash distributions during the first quarter of 2005.
There is no standardized measure of distributable cash and therefore
distributable cash, as reported by Pengrowth, may not be comparable to similar
measures presented by other trusts. The following table provides a
reconciliation of distributable cash for the first quarter ended March 31,
2005 and 2004.

($ thousands, except per unit amounts) Three months ended
-------------------------------------------------------------------------

March 31, March 31,
2005 2004
-------------------------------------------------------------------------

Funds generated from operations $ 126,407 $ 91,798
Change in deferred injectants 2,179 2,055
Change in Remediation Trust Funds (263) (298)
Amortization of deferred charges (395) (474)
Other (124) (186)
-------------------------------------------------------------------------
Distributable cash before withholding 127,804 92,895
Cash withheld (12,782) (9,289)
-------------------------------------------------------------------------
Distributable cash 115,022 83,606
Less: Actual distributions paid or declared (105,998) (82,955)
-------------------------------------------------------------------------
Remaining Balance $ 9,024 $ 651
Actual distributions paid or declared per unit $ 0.69 $ 0.63
-------------------------------------------------------------------------

At this time, Pengrowth anticipates that approximately 75-80 percent of
2005 distributions will be taxable; this estimate is subject to change
depending on a number of factors including, but not limited to, the level of
commodity prices, acquisitions, dispositions and new equity offerings.

Liquidity and Capital Resources
Pengrowth's long term debt at March 31, 2005 was $441.9 million, compared
to $345.4 million at December 31, 2004 and $262.3 million at March 31, 2004.
During the first quarter, Pengrowth added $95 million of new debt. Of that
amount $87 million was utilized to fund the acquisition of the additional
interest in the Swan Hills property with the remainder to fund ongoing
maintenance and development activities. Capital expenditures, excluding
acquisitions, of $46 million were financed through the combination
withholdings on distributions of $13 million, DRIP issues and option proceeds
of $10 million, additional debt of $8 million and a reduction in cash and
working capital of $15 million.
Approximately $152 million of the $375 million credit facility remains
unutilized at March 31, 2005. In addition, Pengrowth has a $35 million demand
operating line of credit. The remainder of Pengrowth's debt outstanding at the
end of the first quarter 2005 is U.S. dollar denominated fixed rate term debt,
details of which are provided in Note 2 to the financial statements. Due to
the decrease in the value of the Canadian dollar relative to the U.S. dollar,
an unrealized loss of $1.5 million has been recorded in the quarter ended
March 31, 2005 on the U.S. dollar denominated debt with a total unrealized
gain of $48.3 million recorded since the debt issuance in April 2003.
At the end of the first quarter of 2005, Pengrowth was capitalized with
25 percent total debt (net of cash balances) and 75 percent equity, as
compared with 4 percent debt and 96 percent equity at the end of the first
quarter of 2004 (based on quarter-end market capitalization). The Trust's net
debt to annualized cash flow from operations was approximately 0.9 times at
the end of the first quarter of 2005, as compared to 0.2 times at the end of
the first quarter of 2004 when significant cash balances were held.

Acquisitions
On February 28, 2005, Pengrowth closed the acquisition of an additional
working interest of 11.89 percent in Swan Hills Unit No.1 increasing
Pengrowth's total working interest in Swan Hills Unit No.1 to 22.34 percent.
The purchase price was $87 million, after adjustments from the October 1, 2004
effective date to the closing date. Pengrowth's independent engineering
evaluator, GLJ prepared an evaluation with an effective date of October 1,
2004. The acquired reserves that are booked based on this report include total
proved reserves of 9.7 million boe and proved plus probable reserves of 12.0
million boe using GLJ's forecast of future prices at that time.

Capital Spending
Capital expenditures for the three months ending March 31, 2005 totaled
$45.5 million including $10.7 million at Judy Creek, $3.0 million at SOEP,
$2.8 million at Squirrel, $2.5 million at Weyburn and $2.3 million at Swan
Hills. Capital expenditures increased at Swan Hills due in part to the
acquisition of an additional working interest at the unit with capital spent
in the first quarter on drilling three hill slide wells which will be
completed and tied-in during the second quarter.
Pengrowth expects to spend a total of approximately $159.6 million on
development activities in the remaining three quarters of 2005 for a total
revised capital program of approximately $205 million for full year 2005. This
compares to Pengrowth's previous guidance of $171.1 million provided in the
Annual Report and reflects the addition of capital resulting from both the
Swan Hills and Crispin acquisitions as well as an additional level of risked
capital associated with development opportunities currently viewed as having a
greater likelihood of initiation during 2005 than previously estimated.
Approximately 50% of first quarter capital expenditures have been funded
through the 10% holdback from distributable cash, DRIP issues and options
proceeds.

Summary of Quarterly Results
The following table is a summary of quarterly results for 2003, 2004 and
the first quarter of 2005. Net income and net income per unit for the first
quarter of 2005 increased over the previous quarter, mainly due to the absence
of a tax charge in 2005 versus the $14.9 million of future taxes booked in the
fourth quarter of 2004. A one percent increase in volumes and a seven percent
increase in the average per boe price realized accounted for the remaining
increase.


2004 2005
-------------------------------------------------------------------------

Q1 Q2 Q3 Q4 Q1
-------------------------------------------------------------------------

Oil and gas sales ($000's) 165,880 193,637 222,848 218,835 236,768
Net income ($ 000's) 38,652 32,684 51,271 31,138 56,314
Net income per unit ($) 0.31 0.24 0.38 0.23 0.37
Net income per unit -
diluted ($) 0.31 0.24 0.38 0.23 0.37
Distributable Cash ($000's) 83,606 89,119 93,870 96,466 115,022
Actual distributions paid
or declared per unit ($) 0.63 0.64 0.67 0.69 0.69
Daily production (boe) 45,668 51,451 60,151 57,425 59,082
Total Production mboe 4,156 4,682 5,534 5,283 5,317
Average realized price
per boe ($ per boe) 39.91 41.36 40.27 41.42 44.53
Operating netback per boe
($ per boe) 25.71 25.71 22.77 24.31 27.70


2003
-------------------------------------------------------------------------

Q1 Q2 Q3 Q4
-------------------------------------------------------------------------

Oil and gas sales ($000's) 204,824 169,238 162,819 154,140
Net income ($000's) 62,920 54,214 34,808 37,355
Net income per unit ($) 0.57 0.49 0.29 0.31
Net income per unit - diluted ($) 0.57 0.48 0.29 0.30
Distributable Cash ($000's) 97,221 71,774 72,951 71,469
Actual distributions paid or declared
per unit ($) 0.75 0.67 0.63 0.63
Daily production (boe) 50,827 48,839 48,850 47,653
Total Production mboe 4,574 4,444 4,494 4,384
Average realized price per boe
($ per boe) 44.78 38.08 36.22 35.16
Operating netback per boe ($ per boe) 26.50 21.11 20.54 20.43
-------------------------------------------------------------------------


Outlook
Based on first quarter 2005 production results, Pengrowth expects daily
average production of approximately 56,500 to 58,500 boe per day for the full
year 2005. This estimate incorporates production additions from the Swan Hills
acquisition, Pengrowth's 2005 development program and the additional
production expected as a result of the Crispin acquisition, offset by the
impact of normal production declines.
In line with Pengrowth's previous guidance total operating costs for 2005
are expected to increase to approximately $200.0 million including a full year
of costs from the Murphy Assets and those associated with the Swan Hills and
Crispin acquisitions. Assuming Pengrowth's average production results for 2005
are as forecast above, Pengrowth now estimates 2005 operating costs per boe of
between $9.25 and $9.58 and combined G&A and management fees of approximately
$1.91 to $1.97 per boe.
Pengrowth currently anticipates capital expenditures for maintenance and
development of approximately $205 million for 2005. An additional $188 million
was incurred to complete the Crispin and Swan Hills acquisitions. Pengrowth
currently anticipates the successful completion of the acquisition of Crispin
in the second quarter. The acquisition will be financed by a unit for share
exchange with Crispin shareholders.
Assuming that current levels of commodity prices continue, subject to
Board approval, Pengrowth expects monthly distributions during the second
quarter will be maintained at $0.23 per unit which represent a 74 percent to
79 percent payout of distributable cash (before withholding).
To the extent that Class A trust units in the future represent less than
the ownership threshold of 49.75 percent, conversion of a limited number of
Class B trust units to Class A trust units will be permissible under the Trust
Indenture. 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). Pengrowth is currently working with
Computershare to implement this system but is delaying the implementation of
the conversion program pending further discussions with the Department of
Finance. Pengrowth expects the system could be operational in the second half
of 2005.



------------------------------------------------------------------------

------------------------------------------------------------------------

CONFERENCE CALL

Pengrowth will hold a conference call beginning at 11:00 A.M. Eastern
Time (9:00 A.M. Mountain Time) on Wednesday, April 27, 2005 during which
Management will review Pengrowth's 2005 first quarter financial and
operating results and respond to inquiries from the investment community.
To participate callers may dial (800) 814-4941 or Toronto local
(416) 640-4127. To ensure timely participation in the teleconference
callers are encouraged to dial in 10-15 minutes prior to commencement of
the call to register. A live audio webcast will be accessible through the
Webcast and Multimedia Centre section of Pengrowth's website at
www.pengrowth.com. The webcast will be archived through June 24, 2005. A
telephone replay will be available thru to midnight Eastern Time on
Friday, April 29, 2005 by dialing (877) 289-8525 or Toronto local
(416) 640-1917 and entering passcode number 21121261 followed by the
pound key.
------------------------------------------------------------------------

------------------------------------------------------------------------


James S. Kinnear
Chairman, President and Chief Executive Officer
April 27, 2005



Operations Review

REVIEW OF DEVELOPMENT ACTIVITIES (All volumes stated below are net to
Pengrowth unless otherwise stated)

OPERATED PROPERTIES:
Judy Creek (100% working interest)
- Drilled one oil producer in "A" Pool. This well will be completed and
placed on production during the second quarter.
- Drilled one vertical waterflood injector in the NW quadrant of "A"
Pool.
- Drilled one horizontal miscible injector in the NW quadrant of "A"
Pool. Solvent injection is scheduled to begin in the third quarter.
This is the second horizontal injector in this area of "A" Pool. The
first pattern recovered over 700,000 barrels of oil.
- Ongoing benefits are being seen from the waterflood optimization work
performed over the past two years:
- A previously abandoned oil producer was reactivated and acid
fracture stimulated in the first quarter. Completion operations are
continuing and the well will be tied in during the second quarter.
- An artificial lift upgrade performed on an "A" Pool oil producer
resulted in an increase of 115 barrels of oil per day.

Buick/Prespatou (100% working interest)
- Drilled two wells as a continuation of the program begun late in 2004,
for a total of four wells. A compressor station and tie-in to the
sales point will be completed after break up, for expected initial
production volumes of 2.5 mmcf per day.
- One well will be recompleted in an uphole zone once the compressor
station is in operation.

Squirrel (100% working interest)
- Drilled the sixth well of a multi-well program started in 2004. The
well encountered water higher than anticipated in the zone, and is
being evaluated for conversion to a water injector for the waterflood.
- Drilled one well to farm-in on a section adjacent to Pengrowth's
existing land. Initial completion on a secondary zone was
unsuccessful, and recompletion to the primary target will be completed
after breakup.
- One well was recompleted uphole adding 35 barrels of oil per day.

Bulrush (79% working interest)
- Drilled two wells, one of which is on stream at 1.0 mmcf per day. The
second well encountered a depleted zone, and additional evaluation is
underway
- One well was recompleted to an uphole zone, resulting in 500 mcf per
day of additional gas production.

Other NEBC (50-100% working interest)
- One well was drilled at Willow and is on stream at 900 mcf per day.
- One well was drilled at Elm, and is on production at 25 barrels of oil
per day.
- One well was drilled at Velma; two zones were tested with limited
results.
- Two wells were drilled and abandoned: one at Oak (zone was wet), and
the second at Beaverdam (zone was tight). The Beaverdam wellbore was
sold to the operator of the uphole rights.

NEBC Recompletions:
- Recompletions in alternate zones were undertaken in Weasel, Redeye,
and Beatton. Wells will be brought on stream after break up for
anticipated incremental production of 1 mmcf per day.

West Pembina
- Drilled one well at West Pembina. Completion is underway with two
potential zones.

Central Area Recompletions
- Two recompletions were done, one is waiting for tie-in after breakup
and expected to add initial production of 1 mmcf per day, and one
recompletion was abandoned.

NON-OPERATED PROPERTIES:
Sable Offshore Energy Project (SOEP) (8.4% working interest)
Production
- First quarter gross raw gas production from the five SOEP fields,
Thebaud, Venture, North Triumph, Alma and South Venture averaged
392 mmcf per day (32.9 mmcf per day net).
- Monthly raw production for January, February and March was 371 mmcf
per day (31.2 mmcf per day net), 402 mmcf per day (33.8 mmcf per day
net), 403 mmcf per day (33.8 mmcf per day net), respectively.
- Pengrowth also received condensate shipments in January and March.

Tier II Status
- Fabrication has started on the compression topsides, jacket and piles.
In-service date for the compressor is scheduled for late 2006.
- As of March 31 the South Venture 3 well was at a drilled depth of
4,000 meters with a projected total depth of 4,612 meters.
- The South Venture 2 well is expected to be completed and producing by
mid 2005.

Monogram Unit (53.8% working interest)
- The 154 well 2004 shallow gas well program was successful and
Pengrowth's working interest production volumes have increased from
7.5 mmcf per day in mid 2004 to an average of 16 mmcf per day for the
first quarter of 2005.

Tilley Milk River Gas Unit (9.7% working interest)
- Pengrowth participated in a successful 100 well shallow gas program in
2004. The 2005 program encompasses 108 wells. A total of 102 wells
were drilled prior to spring break up and the remaining 6 will be
drilled post break up. A total of 30 wells have been placed on stream
to the end of the first quarter and the remainder should commence
production after the installation of compression facilities in mid
July. Pengrowth's working interest production averaged 3.4 mmcf per
day for the first quarter of 2005.

Weyburn Unit (9.75% working interest)
- 2005 will be an active year for development in this unit with
expenditures planned for both the waterflood and enhanced oil recovery
areas. Pengrowth's working interest production averaged 2,420 barrels
of oil per day for the first quarter of 2005.



PENGROWTH ENERGY TRUST

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2005



Consolidated Balance Sheets

As at As at
March 31 December 31
(Stated in thousands of dollars) 2005 2004
-------------------------------------------------------------------------

ASSETS (unaudited) (audited)
CURRENT ASSETS
Accounts receivable $ 105,320 $ 104,228
Inventory - 439
-------------------------------------------------------------------------

105,320 104,667

REMEDIATION TRUST FUNDS 8,572 8,309

DEFERRED CHARGES (Note 5) 3,256 3,651

GOODWILL 170,619 170,619

PROPERTY, PLANT AND EQUIPMENT AND OTHER ASSETS 2,061,105 1,989,288
-------------------------------------------------------------------------


$ 2,348,872 $ 2,276,534
-------------------------------------------------------------------------

-------------------------------------------------------------------------


LIABILITIES AND UNITHOLDERS' EQUITY
CURRENT LIABILITIES
Bank indebtedness $ 7,608 $ 4,214
Accounts payable and accrued liabilities 89,796 80,423
Distributions payable to unitholders 79,721 70,456
Due to Pengrowth Management Limited 5,426 7,325
Note payable 15,000 15,000
Current portion of contract liabilities 5,666 5,795
-------------------------------------------------------------------------

203,217 183,213

NOTE PAYABLE 20,000 20,000

CONTRACT LIABILITIES 16,896 18,216

LONG-TERM DEBT (Note 2) 441,920 345,400

ASSET RETIREMENT OBLIGATIONS (Note 4) 177,453 171,866

FUTURE INCOME TAXES 75,183 75,628

TRUST UNITHOLDERS' EQUITY:
Trust Unitholders' capital (Note 3) 2,393,379 2,383,284
Contributed surplus (Note 3) 2,528 1,923
Accumulated earnings 783,371 727,057
Accumulated distributable cash (1,765,075) (1,650,053)
-------------------------------------------------------------------------

1,414,203 1,462,211
-------------------------------------------------------------------------

SUBSEQUENT EVENT (Note 9)
-------------------------------------------------------------------------

$ 2,348,872 $ 2,276,534
-------------------------------------------------------------------------

-------------------------------------------------------------------------

See accompanying notes to the consolidated financial statements.



Consolidated Statements of Income and Accumulated Earnings

(Stated in thousands of dollars) Three months ended March 31
(Unaudited) 2005 2004
-------------------------------------------------------------------------


REVENUES
Oil and gas sales $ 236,768 $ 165,880
Processing and other income 4,118 2,985
Crown royalties, net of incentives (33,963) (23,021)
Freehold royalties and mineral taxes (3,457) (1,495)
-------------------------------------------------------------------------

203,466 144,349
Interest and other income 112 425
-------------------------------------------------------------------------

NET REVENUE 203,578 144,774

EXPENSES
Operating 49,079 31,160
Transportation 1,807 1,557
Amortization of injectants for miscible floods 5,392 5,204
Interest 5,433 4,177
General and administrative 7,081 5,846
Management fee 3,708 2,754
Foreign exchange loss (Note 6) 1,360 2,371
Depletion and depreciation 69,149 50,512
Accretion (Note 4) 3,403 1,999
-------------------------------------------------------------------------

146,412 105,580
-------------------------------------------------------------------------


INCOME BEFORE TAXES 57,166 39,194

INCOME TAX EXPENSE (REDUCTION)
Capital 1,297 542
Future (445) -
-------------------------------------------------------------------------

852 542

NET INCOME $ 56,314 $ 38,652
-------------------------------------------------------------------------

-------------------------------------------------------------------------


Accumulated earnings, beginning of period 727,057 573,312
-------------------------------------------------------------------------


ACCUMULATED EARNINGS, END OF PERIOD $ 783,371 $ 611,964
-------------------------------------------------------------------------

-------------------------------------------------------------------------



NET INCOME PER UNIT (Note 3) Basic $0.367 $0.309

Diluted $0.366 $0.307
-------------------------------------------------------------------------

See accompanying notes to the consolidated financial statements.



Consolidated Statements of Cash Flow

(Stated in thousands of dollars) Three months ended March 31
(Unaudited) 2005 2004
-------------------------------------------------------------------------


CASH PROVIDED BY (USED FOR):

OPERATING
Net income $ 56,314 $ 38,652
Depletion, depreciation and accretion 72,552 52,511
Future income taxes (445) -
Contract liability amortization (1,449) -
Amortization of injectants 5,392 5,204
Purchase of injectants (7,571) (7,259)
Expenditures on remediation (1,118) (1,851)
Unrealized foreign exchange loss (Note 6) 1,520 2,960
Trust unit based compensation (Note 3) 817 1,107
Amortization of deferred charges (Note 5) 395 474
-------------------------------------------------------------------------

Funds generated from operations 126,407 91,798

Changes in non-cash operating working
capital (Note 7) 10,013 (4,876)
-------------------------------------------------------------------------

136,420 86,922
-------------------------------------------------------------------------


FINANCING
Distributions (105,757) (78,219)
Change in long-term debt 95,000 -
Proceeds from issue of trust units 9,883 199,439
-------------------------------------------------------------------------

(874) 121,220
-------------------------------------------------------------------------


INVESTING
Expenditures on property acquisitions (89,950) (787)
Expenditures on property, plant and equipment (45,535) (24,862)
Change in remediation trust funds (263) (298)
Change in non-cash investing working
capital (Note 7) (3,192) 4,728
-------------------------------------------------------------------------

(138,940) (21,219)
-------------------------------------------------------------------------


CHANGE IN CASH AND TERM DEPOSITS (3,394) 186,923

CASH AND TERM DEPOSITS (BANK INDEBTEDNESS)
AT BEGINNING OF PERIOD (4,214) 64,154
-------------------------------------------------------------------------


CASH AND TERM DEPOSITS (BANK INDEBTEDNESS)
AT END OF PERIOD $ (7,608) $ 251,077
-------------------------------------------------------------------------

-------------------------------------------------------------------------

See accompanying notes to the consolidated financial statements.



PENGROWTH ENERGY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(Unaudited)
(Tabular amounts are stated in thousands of dollars
except per unit amounts)

1. SIGNIFICANT ACCOUNTING POLICIES

The interim consolidated financial statements of Pengrowth Energy
Trust include the accounts of Pengrowth Energy Trust, Pengrowth
Corporation and its subsidiaries (collectively referred to as
"Pengrowth"). The financial statements have been prepared by
management in accordance with accounting principles generally
accepted in Canada. The interim consolidated financial statements
have been prepared following the same accounting policies and methods
of computation as the consolidated financial statements for the
fiscal year ended December 31, 2004. The disclosures provided below
are incremental to those included with the annual consolidated
financial statements. The interim consolidated financial statements
should be read in conjunction with the consolidated financial
statements and the notes thereto in Pengrowth's annual report for the
year ended December 31, 2004.

LONG-TERM INCENTIVE PLAN

Effective January 1, 2005, Pengrowth established a new long-term
incentive plan whereby rights incentive options and restricted share
units ("Phantom trust units") are granted under the plan. The terms
of the rights incentive options are consistent with the existing
Trust Units Rights Incentive Plan. Compensation expense related to
rights incentive options is based on a fair value method using a
modified Black Scholes model described in Note 10 of the consolidated
financial statements for the fiscal year ended December 31, 2004.

The terms of the Phantom trust units are described in Note 3.
Compensation expense related to Phantom trust units is based on the
fair value of the Phantom trust units at the date of grant. The
number of Class B trust units awarded at the end of the vesting
period is subject to certain performance conditions. Compensation
expense incorporates the estimated fair value of the Phantom trust
units at the date of grant, management's estimate of the number of
Phantom trust units that will accrue over the vesting period and an
estimate of the relative performance multiplier. Fluctuations in
compensation expense may occur due to changes in estimating the
outcome of the performance conditions. An estimate of forfeiture has
not been made; rather compensation expense is reduced for actual
forfeitures as they occur. Compensation expense is recognized in
income over the vesting period with a corresponding increase or
decrease to contributed surplus. Upon issuance of the Class B trust
units at the end of the vesting period, trust unitholders' capital is
increased and contributed surplus is reduced.

2. LONG-TERM DEBT
As at As at
March 31, December 31,
2005 2004
---------------------------------------------------------------------

U.S. dollar denominated debt:
U.S. $150 million senior unsecured
notes at 4.93% due April 2010 $ 181,440 $ 180,300
U.S. $50 million senior unsecured
notes at 5.47% due April 2013 60,480 60,100
---------------------------------------------------------------------

241,920 240,400
Canadian dollar revolving credit borrowings 200,000 105,000
---------------------------------------------------------------------

$ 441,920 $ 345,400
---------------------------------------------------------------------


On March 31, 2005 Pengrowth had a $375 million revolving unsecured
credit facility syndicated among eight financial institutions with an
extendible 364 day revolving period and a two year amortization term
period. The facilities are currently reduced by outstanding letters
of credit in the amount of approximately $23 million. In addition, it
has a $35 million demand operating line of credit. Interest payable
on amounts drawn is at the prevailing bankers' acceptance rates plus
stamping fees, lenders' prime lending rates, or U.S. libor rates plus
applicable margins, depending on the form of borrowing by the
Corporation. The margins and stamping fees vary from 0.25 percent to
1.50 percent depending on financial statement ratios and the form of
borrowing.

The revolving credit facility will revolve until May 30, 2005,
whereupon it may be renewed for a further 364 days, subject to
satisfactory review by the lenders, or converted into a term
facility. One third of the amount outstanding would be repaid in
equal quarterly instalments in each of the first two years with the
final one third to be repaid upon maturity of the term period. The
Corporation can post, at its option, security suitable to the banks
in lieu of the first year's payments. In such an instance, no
principal payment would be made to the banks for one year following
the date of non-renewal.

3. TRUST UNITS

The total authorized capital of Pengrowth is 500,000,000 trust units.

March 31, 2005 December 31, 2004
---------------------------------------------------------------------

Number of Number of
Trust Units Issued units Amount units Amount
---------------------------------------------------------------------


Balance, beginning
of period 73,325 $ 1,123 123,873,651 $1,872,924
Issued for cash - - 10,900,000 200,560
Less: issue expenses - - - (10,710)
Issued for cash on
exercise of trust
units options and
rights - - 547,974 8,735
Issued for cash under
Distribution
Reinvestment Plan
(DRIP) - - 543,888 9,636
Trust unit rights
incentive plan
(non-cash exercised) - - - 259
Royalty units
exchanged
for trust units - - 700 -
---------------------------------------------------------------------

Balance, prior to
conversion - - 135,866,213 $ 2,081,404
Converted to Class A
or Class B trust
units (17,352) (266)(135,792,888) (2,080,281)
---------------------------------------------------------------------

Balance, end of
period 55,973 $ 857 73,325 $ 1,123
---------------------------------------------------------------------


Class A Trust Units:
For the period from
July 27, 2004 to
March 31, 2005 Dec 31, 2004
---------------------------------------------------------------------

Number of Number of
Trust Units Issued units Amount units Amount
---------------------------------------------------------------------

Balance, beginning
of period 76,792,759 $ 1,176,427 - $ -
Trust units
converted 1,580 24 76,792,759 1,176,427
---------------------------------------------------------------------

Balance, end
of period 76,794,339 $ 1,176,451 76,792,759 $ 1,176,427
---------------------------------------------------------------------


Class B Trust Units:

For the period from
July 27, 2004 to
March 31, 2005 Dec 31, 2004
---------------------------------------------------------------------

Number of Number of
Trust Units Issued units Amount units Amount
---------------------------------------------------------------------

Balance, beginning
of period 76,106,471 $ 1,205,734 - $ -
Trust units
converted 15,772 242 59,000,129 903,854
Issued for cash - - 15,985,000 298,920
Less: issue expenses - - - (15,577)
Issued for cash on
exercise of trust
units options and
rights 409,645 5,607 746,864 11,516
Issued for cash
under Distribution
Reinvestment
(DRIP) Plan 238,850 4,276 374,478 6,750
Trust unit rights
incentive plan
(non-cash exercised) - 212 - 271
---------------------------------------------------------------------

Balance, end of
period 76,770,738 $ 1,216,071 76,106,471 $1,205,734
---------------------------------------------------------------------


The total number of trust units outstanding as at March 31, 2005 was
153,621,050 trust units (December 31, 2004 - 152,972,555).

Per Unit Amounts
The per unit amounts of net income are based on the following
weighted average units outstanding for the period. The weighted
average units outstanding for the three months ended March 31, 2005
were 153,387,514 units (March 31, 2004 - 125,219,843 units). In
computing diluted net income per unit, 574,190 units were added to
the weighted average number of units outstanding during the three
months ended March 31, 2005 (March 31, 2004 - 648,233 units) for the
dilutive effect of trust unit options, rights and phantom trust
units. For the three months ended March 31, 2005, 1,318,508
(March 31, 2004 - 691,622) trust unit options and rights were
excluded from the diluted net income per unit calculation as their
effect is anti-dilutive.

Contributed Surplus

March 31, December 31,
2005 2004
---------------------------------------------------------------------

Balance, beginning of period $ 1,923 $ 189
Trust unit rights incentive plan
(non-cash expensed) 695 2,264
Phantom trust units (non-cash expensed) 122 -
Trust unit rights incentive plan
(non-cash exercised) (212) (530)
---------------------------------------------------------------------

Balance, end of period $ 2,528 $ 1,923
---------------------------------------------------------------------


Trust Unit Option Plan
As at March 31, 2005, options to purchase 658,732 Class B trust units
were outstanding (December 31, 2004 - 845,374) that expire at various
dates to June 28, 2009.

March 31, 2005 December 31, 2004
---------------------------------------------------------------------

Weighted Weighted
Average Average
Number of Exercise Number of Exercise
Trust Unit Options options price options price
---------------------------------------------------------------------

Outstanding at
beginning of period 845,374 $ 16.97 2,014,903 $ 17.47
Exercised (184,242) $ 14.31 (838,789) $ 16.82
Expired (2,400) $ 15.25 (325,200) $ 20.44
Cancelled - $ - (5,540) $ 16.53
---------------------------------------------------------------------

Outstanding and
exercisable at
period-end 658,732 $ 17.71 845,374 $ 16.97
---------------------------------------------------------------------


Rights Incentive Plan
As at March 31, 2005, rights to purchase 2,209,153 Class B trust
units were outstanding (December 31, 2004 - 2,011,451) that expire at
various dates to March 3, 2010.

March 31, 2005 December 31, 2004
---------------------------------------------------------------------
Weighted Weighted
Average Average
Rights Incentive Number of Exercise Number of Exercise
Options rights price rights price
---------------------------------------------------------------------

Outstanding at
beginning of
period 2,011,451 $ 14.23 1,112,140 $ 12.20
Granted(*) 482,945 $ 18.14 1,409,856 $ 17.35
Exercised (225,403) $ 13.18 (456,049) $ 13.47
Cancelled (59,840) $ 16.14 (54,496) $ 14.19
---------------------------------------------------------------------
Outstanding at
period-end 2,209,153 $ 14.86 2,011,451 $ 14.23
---------------------------------------------------------------------

Exercisable at
period-end 1,317,437 $ 13.57 1,037,078 $ 12.48
---------------------------------------------------------------------

(*) Weighted average exercise price of rights granted is based on
the exercise price at the date of grant.

The fair value of rights incentive options granted during the three
months ended March 31, 2005 was estimated at 15 percent of the
exercise price at the date of grant using a modified Black-Scholes
option pricing model with the following assumptions: risk-free rate
of 3.9 percent, volatility of 22 percent, expected life of five years
and adjustments for the estimated distributions and reductions in the
exercise price over the life of the right incentive option.

Long Term Incentive Program
Effective January 1, 2005, the Board of Directors approved a Long
Term Incentive Plan. Under the Long Term Incentive Plan, Phantom
trust units are granted to employees, officers, directors and certain
consultants of the Corporation and the Manager. The number of Phantom
trust units granted is based on a grant value as a percentage of an
individual's base salary and an established weighting of Phantom
trust units and/or rights incentive options that is dependent on an
individual's position. The Phantom trust units fully vest on the
third anniversary year from the date of grant. The Phantom trust
units will receive distributions in the form of additional Phantom
trust units. The number of Phantom trust units, including any
additional units from re-invested distributions at the end of the
three year vesting period will be subject to a relative performance
test which compares Pengrowth's three year average total return to
the three year average total return of a peer group of other energy
trusts. Upon vesting, the number of Class B trust units issued from
treasury may range from zero to one and one-half times the number of
Phantom trust units granted.

As at March 31, 2005, 159,644 Phantom trust units were outstanding.
The Phantom trust units vest on March 2, 2008.

Number of
Phantom
trust units
---------------------------------------------------------------------

Outstanding, beginning of period -
Granted 160,888
Cancelled (1,244)
---------------------------------------------------------------------

Outstanding, end of period 159,644
---------------------------------------------------------------------

Compensation expense associated with the Phantom trust units was
based on the estimated fair value of $18.14 per Phantom trust unit
and management's estimate of the number of Phantom trust units to be
issued on maturity.

4. ASSET RETIREMENT OBLIGATIONS

For the three For the
months ended year ended
March 31, December 31,
2005 2004
---------------------------------------------------------------------

Asset retirement obligations, beginning
of period $ 171,866 $ 102,528
Increase in liabilities related to:
Acquisitions 2,309 44,368
Additions 993 2,681
Revisions - 16,087
Accretion expense 3,403 10,642
Liabilities settled during the period (1,118) (4,440)
---------------------------------------------------------------------

Asset retirement obligations, end of period $ 177,453 $ 171,866
---------------------------------------------------------------------


5. DEFERRED CHARGES

As at As at
March 31, December 31,
2005 2004
---------------------------------------------------------------------

Imputed interest on note payable (net of
accumulated amortization of $1,905) $ 1,702 $ 2,020
U.S. debt issue costs (net of accumulated
amortization of $587) 1,554 1,631
---------------------------------------------------------------------

$ 3,256 $ 3,651
---------------------------------------------------------------------


6. FOREIGN EXCHANGE LOSS (GAIN)

Three months ended
March 31, March 31,
2005 2004
---------------------------------------------------------------------

Unrealized foreign exchange loss on
translation of U.S. dollar
denominated debt $ 1,520 $ 2,960
Realized foreign exchange gains (160) (589)
---------------------------------------------------------------------

$ 1,360 $ 2,371
---------------------------------------------------------------------


The U.S. dollar denominated debt is translated into Canadian dollars
at the exchange rate in effect at the balance sheet date. Foreign
exchange gains and losses are included in income.

7. OTHER CASH FLOW DISCLOSURES

Change in Non-Cash Operating Working Capital

March 31, March 31,
2005 2004
---------------------------------------------------------------------

Accounts receivable $ (1,092) $ 201
Inventory 439 (358)
Accounts payable and accrued liabilities 12,565 (4,852)
Due to Pengrowth Management Limited (1,899) 133
---------------------------------------------------------------------
$ 10,013 $ (4,876)


Change in Non-Cash Investing Working Capital

March 31, March 31,
2005 2004
---------------------------------------------------------------------

Accounts payable for capital accruals $ (3,192) $ 4,728
---------------------------------------------------------------------


Cash Payments

March 31, March 31,
2005 2004
---------------------------------------------------------------------

Cash payments made for taxes $ 1,247 $ 523
Cash payments made for interest $ 1,875 $ 343
---------------------------------------------------------------------


8. FINANCIAL INSTRUMENTS

Forward and Futures Contracts
Pengrowth has a price risk management program whereby the commodity
price associated with a portion of its future production is fixed.
Pengrowth sells forward a portion of its future production through a
combination of fixed price sales contracts with customers and
commodity swap agreements with financial counterparties. The forward
and futures contracts are subject to market risk from fluctuating
commodity prices and exchange rates.

As at March 31, 2005, Pengrowth had fixed the price applicable to
future production as follows:

Crude Oil:
Volume Reference Price
Remaining Term (bbl/d) Point per bbl
---------------------------------------------------------------------

2005
----
Financial:
----------
April 1, 2005 - Dec 31, 2005 10,000 WTI(*) $54.39 Cdn

2006
----
Financial:
----------
Jan 1, 2006 - Dec 31, 2006 2,000 WTI(*) $63.01 Cdn
---------------------------------------------------------------------


Natural Gas:

Volume Reference Price
Remaining Term (mmbtu/d) Point per mmbtu
---------------------------------------------------------------------


2005
----
Financial:
----------
April 1, 2005 - Dec 31, 2005 11,000 Tetco M3(*) $9.27 Cdn
April 1, 2005 - Dec 31, 2005 2,500 Transco Z6(*) $10.01 Cdn
April 1, 2005 - Dec 31, 2005 2,500 NGI Chicago(*) $9.41 Cdn
May 1, 2005 - Dec 31, 2005 2,500 Transco Z6(*) $10.21 Cdn
May 1, 2005 - Dec 31, 2005 2,370 AECO $8.35 Cdn

2006
----
Financial:
----------
Jan 1, 2006 - Dec 31, 2006 2,500 Transco Z6(*) $10.63 Cdn
Jan 1, 2006 - Dec 31, 2006 2,370 AECO $8.03 Cdn
---------------------------------------------------------------------

(*) Associated Cdn$ / U.S.$ foreign exchange rate has been fixed.

The estimated fair value of the financial crude oil and natural gas
contracts have been determined based on the amounts Pengrowth would
receive or pay to terminate the contracts at period-end. At March 31,
2005, the amount Pengrowth would pay to terminate the financial crude
oil and natural gas contracts would be $36,407,000 and $4,647,000,
respectively.

Natural Gas Fixed Price Sales Contract:
Pengrowth also has a natural gas fixed price physical sales contract
outstanding, the details of which are provided below:


Volume Price
Remaining Term (mmbtu/d) per mmbtu(*)
---------------------------------------------------------------------


2005 to 2009
------------
April 1, 2005 - Oct 31, 2005 3,886 $2.18 Cdn
Nov 1, 2005 - Oct 31, 2006 3,886 $2.23 Cdn
Nov 1, 2006 - Oct 31, 2007 3,886 $2.29 Cdn
Nov 1, 2007 - Oct 31, 2008 3,886 $2.34 Cdn
Nov 1, 2008 - April 30, 2009 3,886 $2.40 Cdn
---------------------------------------------------------------------

(*)(*) Reference price based on AECO

As at March 31, 2005, the fair value amount Pengrowth would pay to
terminate the natural gas fixed price sales contract would be
$28,863,000 (December 31, 2004 - $22,282,000).

Fair Value of Financial Instruments
The carrying value of financial instruments included in the balance
sheet, other than long term debt, the note payable and remediation
trust funds, approximate their fair value due to their short
maturity. The fair value of the remediation trust funds at March 31,
2005 was approximately $8,647,000 (December 31, 2004 - $8,366,000).
The fair value of the U.S. dollar denominated debt at March 31, 2005
was approximately $234,904,000 (December 31, 2004 - $238,726,000)
based on the changes in the fair value of the underlying U.S.
Treasury Bill that was originally used as the basis for determining
the coupon rate for each of Pengrowth Corporation's notes. The fair
value of the note payable at March 31, 2005, approximates its
carrying value net of the imputed interest included in deferred
charges.

9. SUBSEQUENT EVENT

On February 17, 2005, Pengrowth announced an Arrangement Agreement
(the "Arrangement") with Crispin Energy Inc. (Crispin) under which
Corporation will acquire all of the issued and outstanding shares of
Crispin on the basis of 0.0725 Class B trust units of EnergyTrust for
each share held by Canadian resident shareholders of Crispin and
0.0512 Class A trust units for each share held by non-Canadian
resident shareholders of Crispin. The Board of Directors of Crispin
have called a Special Meeting of Shareholders on April 28, 2005 for
approval of the Arrangement. The Arrangement will require the
approval of 66 2/3 percent of the votes cast by shareholders and
optionholders of Crispin voting as a single class, the approval of
the majority of shareholders excluding certain management personnel
and the approval of the Court of Queen's Bench of Alberta and certain
regulatory agencies. The Arrangement is scheduled to close prior to
the end of April 2005.

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