Peyto Exploration & Development Corp.
TSX : PEY

August 10, 2011 17:17 ET

Peyto Exploration & Development Corp. Announces Second Quarter 2011 Results and 42% Growth in Production Per Share

CALGARY, ALBERTA--(Marketwire - Aug. 10, 2011) - Peyto Exploration & Development Corp. (TSX:PEY) ("Peyto") is pleased to present its operating and financial results for the second quarter of the 2011 fiscal year. Production growth of 42% per share was achieved over Q2 2010, while at the same time operating margins of 75%(1) and profit margins of 32%(2) were generated. Second quarter 2011 highlights include:


--  Company production has now doubled over the past 24 months from 17,600
    boe/d in June of 2009 to 34,900 boe/d in June of 2011, with a capital
    investment equivalent to 95% of funds from operations for this period.
    All of this growth was achieved with the drill bit through organic
    development of Peyto's internally generated ideas.  

--  Second quarter production grew from 133 MMcfe/d (22,202 boe/d) in 2010
    to 207 MMcfe/d (34,443 boe/d) in 2011, resulting from the successful
    development of Peyto's liquids rich, Deep Basin gas plays. This equates
    to a 42% increase per share, a 55% increase on an absolute basis, and a
    50% increase in production per share, debt adjusted(3). This is the
    seventh consecutive quarter of production per share growth. 

--  Funds from operations ("FFO") increased 63% to $77.0 million in Q2 2011
    from $52.6 million in Q2 2010. The 11% year over year drop in realized
    commodity prices from $6.14/Mcfe to $5.50/Mcfe was more than offset by
    increased production volumes and cost reductions. FFO per share was up
    32% to $0.58/share. 

--  Peyto's industry leading operating costs were reduced a further 16% to
    $0.32/Mcfe ($1.92/boe) from Q2 2010 or $0.45/Mcfe ($2.70/boe) including
    transportation. Cash netbacks were only 5% lower at $4.10/Mcfe
    ($24.60/boe), or 75% of revenue, despite the 11% reduction in commodity
    prices. 

--  Capital expenditures of $69.0 million were invested in the quarter, up
    84% from $37.6 million in Q2 2010. A total of 12 gross wells were
    drilled during the period. 

--  Earnings of $32.7 million ($0.25/share) were generated in the quarter
    while dividends of $24.0 million ($0.18/share) were paid to
    shareholders, representing a payout of 31% of FFO. 

Second Quarter 2011 in Review

Peyto successfully executed on its plan to "drill through break-up" in the second quarter, taking advantage of multi-well drill pads to eliminate rig moves as the melting frost caused roads to be too soft for travel. As a result, the company continued to grow its production and funds from operations during a challenging period that saw much of the industry shut down activity and even shut in production. To the end of the second quarter, Peyto had developed over 65 MMcfe/d or 11,000 boe/d of new 2011 production at capital efficiencies similar to 2010. The completion of the Wildhay plant expansion increased the company's 100% owned and operated gas plant capacity to 285 MMcf/d. An intense focus on cost control resulted in further reduction of Peyto's already industry leading operating costs and contributed to maintaining a 75% operating margin with all-in cash costs of $1.40/Mcfe. Peyto's balance sheet continued to strengthen with the debt to annualized FFO ratio dropping from 2.0 to 1.5. The strong financial and operating performance resulted in an annualized 15% Return on Equity (ROE) and 13% Return on Capital Employed (ROCE).


1.  Operating Margin is defined as Funds from Operations divided by Revenue
    before Royalties but including realized hedging gain/losses. 
2.  Profit Margin is defined as Net Earnings for the quarter divided by
    Revenue before Royalties but including realized hedging gain/losses. 
3.  Per share results are adjusted for changes in net debt and equity. Net
    debt is converted to equity using a June 30 share price of $21.50 for
    2011 and $14.57 for 2010. Natural gas volumes recorded in thousand cubic
    feet (mcf) are converted to barrels of oil equivalent (boe) using the
    ratio of six (6) thousand cubic feet to one (1) barrel of oil (bbl).
    Natural gas liquids and oil volumes in barrel of oil (bbl) are converted
    to thousand cubic feet equivalent (mcfe) using a ratio of one (1) barrel
    of oil to six (6) thousand cubic feet. This could be misleading if used
    in isolation as it is based on an energy equivalency conversion method
    primarily applied at the burner tip and does not represent a value
    equivalency at the wellhead. 

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                                               Three Months ended June 30   
                                                                        %   
                                              2011          2010   Change   
----------------------------------------------------------------------------
Operations                                                                  
Production                                                                  
 Natural gas (mcf/d)                       183,790       112,422       63%  
 Oil & NGLs (bbl/d)                          3,811         3,465       10%  
 Thousand cubic feet equivalent                                             
  (mcfe/d @ 1:6)                           206,657       133,211       55%  
 Barrels of oil equivalent (boe/d @                                         
  6:1)                                      34,443        22,202       55%  
Product prices                                                              
 Natural gas ($/mcf)                          4.43          5.25      (16)% 
 Oil & NGLs ($/bbl)                          84.06         65.58       28%  
 Operating expenses ($/mcfe)                  0.32          0.38      (16)% 
 Transportation ($/mcfe)                      0.13          0.13        -   
 Field netback ($/mcfe)                       4.41          4.82       (9)% 
 General & administrative expenses                                          
  ($/mcfe)                                    0.07          0.08      (13)% 
 Interest expense ($/mcfe)                    0.24          0.41      (41)% 
Financial ($000, except per share)                                          
Revenue                                    103,193        74,370       39%  
Royalties                                   12,007         9,721       24%  
Funds from operations                       77,010        52,565       63%  
Funds from operations per share               0.58          0.44       32%  
Total dividends                             23,951        43,622      (45)% 
Total dividends per share                     0.18          0.36      (50)% 
 Payout ratio                                   31            83      (63)% 
Earnings                                    32,718        30,384        8%  
Earnings per diluted share                    0.25          0.25       (4)% 
Capital expenditures                        69,017        37,590       84%  
Weighted average trust units                                                
 outstanding                           133,061,301   119,419,799       11%  

As at June 30                                                               
Net debt (before future compensation expense and unrealized hedging gains)  
Shareholders' equity                                                        
Total assets                                                                



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                                                Six Months ended June 30  
                                                                       %  
                                             2011          2010   Change  
--------------------------------------------------------------------------
Operations                                                                
Production                                                                
 Natural gas (mcf/d)                      175,297       108,202       62% 
 Oil & NGLs (bbl/d)                         3,779         3,398       11% 
 Thousand cubic feet equivalent                                           
  (mcfe/d @ 1:6)                          197,970       128,589       54% 
 Barrels of oil equivalent (boe/d @                                       
  6:1)                                     32,995        21,432       54% 
Product prices                                                            
 Natural gas ($/mcf)                         4.66          5.77      (19)%
 Oil & NGLs ($/bbl)                         80.18         67.21       19% 
 Operating expenses ($/mcfe)                 0.35          0.39      (10)%
 Transportation ($/mcfe)                     0.13          0.13        -  
 Field netback ($/mcfe)                      4.57          5.30      (14)%
 General & administrative expenses                                        
  ($/mcfe)                                   0.08          0.11      (27)%
 Interest expense ($/mcfe)                   0.25          0.40      (38)%
Financial ($000, except per share)                                        
Revenue                                   202,770       154,344       31% 
Royalties                                  21,929        18,894       16% 
Funds from operations                     151,706       111,414       62% 
Funds from operations per share              1.14          0.95       20% 
Total dividends                            47,872        85,093      (44)%
Total dividends per share                    0.36          0.72      (50)%
 Payout ratio                                  32            77      (58)%
Earnings                                   64,406        71,012       (9)%
Earnings per diluted share                   0.49          0.61      (21)%
Capital expenditures                      172,803        87,240       98% 
Weighted average trust units                                              
 outstanding                          132,900,079   117,298,518       13% 

As at June 30                                                             
Net debt (before future compensation                                      
 expense and unrealized hedging gains)    474,008       417,854       13% 
Shareholders' equity                      859,205       619,174       39% 
Total assets                            1,576,618     1,329,323       19% 

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                        Three Months ended June 30 Six Months ended June 30
($000)                           2011         2010         2011        2010 
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Cash flows from operating                                                   
 activities                    81,831       56,073      124,718     108,746 
Change in non-cash                                                         
 working capital               (7,169)      (6,598)      20,416      (1,229)
Change in provision for                                                    
 performance based                                                         
 compensation                   2,348        3,090        6,572       3,897 
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Funds from operations          77,010       52,565      151,706     111,414 
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Funds from operations per                                                   
 unit                            0.58         0.44         1.14        0.95 
----------------------------------------------------------------------------

(1) Funds from operations - Management uses funds from operations to analyze
    the operating performance of its energy assets. In order to facilitate
    comparative analysis, funds from operations is defined throughout this
    report as earnings before performance based compensation, non-cash and
    non-recurring expenses. Management believes that funds from operations
    is an important parameter to measure the value of an asset when combined
    with reserve life. Funds from operations is not a measure recognized by
    International Financial Reporting Standards ("IFRS") and does not have a
    standardized meaning prescribed by IFRS. Therefore, funds from
    operations, as defined by Peyto, may not be comparable to similar
    measures presented by other issuers, and investors are cautioned that
    funds from operations should not be construed as an alternative to net
    earnings, cash flow from operating activities or other measures of
    financial performance calculated in accordance with IFRS. Funds from
    operations cannot be assured and future dividends may vary.

Exploration & Development

Peyto has now drilled over 85 horizontal multi-stage fractured gas wells in the Deep Basin. Overall, production results for the 2011 wells continue to meet or exceed company expectations with initial, 3 month, and 6 month sustained production rates exhibiting similar averages to the 2010 group of wells. In total, Peyto has 17 horizontal producers that now have over 12 months of production history. At the end of their first year, six were Cardium wells still producing an average of 190 boe/d (1.1 MMcfe/d), seven were Wilrich wells at an average of 280 boe/d (1.7 MMcfe/d) and four were Notikewin wells at an average of 285 boe/d (1.7 MMcfe/d). Some of Peyto's first multi-stage fractured horizontal wells are now approaching two years of producing life and are showing strong continued performance in support of their assigned ultimate recoveries.

In addition to the ongoing refinement of the horizontal multi-stage fractured well design, Peyto is proceeding with a unique enhanced liquids extraction project at its Oldman gas plant in the Sundance area. This facility addition will effectively lower the temperature of the refrigeration process from -35 C to -75 C which is expected to result in the recovery of an additional 15 barrels of natural gas liquids per MMcf of natural gas sales while only reducing the heat content of the sales gas stream by 3%. The Oldman plant is currently delivering just over 100 MMcf/d of sales gas. This project is estimated to cost less than $20 million and is expected to be operational by Q3 2012.

Capital Expenditures

In the second quarter, Peyto executed its plan to maintain a high level of drilling activity, through the traditional spring thaw period, by utilizing multi-well drilling pads to minimize rig movement when roads are too soft to travel. As a result 12 gross (10.6 net) wells were drilled, 16 gross (12.4 net) zones completed and 14 gross (11.5 net) zones brought on stream. Capital expenditures for the quarter totaled $69 million (net of $2.6 million in Drilling Royalty Credit adjustments), up 84% from Q2 2010, with drilling, completions and wellsite connections accounting for $32.2 million, $17.5 million and $4.7 million, respectively. In addition, Peyto continued to increase its facility capacity with expansions at Wildhay and Nosehill gas plants totaling $15.8 million in capital investment. Investments in new undeveloped land and seismic totaled $1.4 million.

All of the wells drilled in the second quarter were horizontal wells as Peyto continued to use this technique to develop the multiple prospective formations in its extensive Deep Basin inventory. Of the 12 wells drilled, 5 were in the Notikewin formation, 4 in the Wilrich, and 3 in the Cardium. With each successful well drilled, future inventory was further proven and expanded.

As of the end of Q2 2011, a total of 31 gross (26.7 net) wells have been brought on stream. Total capital invested in the first half of 2011 was $172.8 million which has resulted in 11,000 boe/d of new production at a cost of $15,700/boe/d. This level of capital efficiency compares favorably to the efficiency realized in 2010. This new production is comprised of 16% from the Cardium formation, 32% from the Notikewin, 14% from the Falher and 38% from the Wilrich.

Financial Results

A natural gas price of $4.43/Mcf and a liquids price of $84.06/bbl were realized in the second quarter which combined for a net effective sales price of $5.50/Mcfe. Cash costs of $0.64/Mcfe for royalties, $0.32/Mcfe for operating, $0.13/Mcfe for transportation, $0.07/Mcfe for G&A and $0.24/Mcfe for interest reduced this sales price to a cash netback of $4.10/Mcfe or $24.60/boe. This netback divided by the effective sales price equated to a 75% operating margin, consistent with the previous quarter but improved from the 70% margin of a year ago.

DD&A costs of $1.64/Mcfe and a provision for deferred income tax and performance based compensation reduced the cash netback of $4.10/Mcfe to earnings of $1.74/Mcfe or a 32% profit margin, consistent with both the previous quarter and previous year.

Marketing

Second quarter Alberta daily natural gas prices averaged the same as a year ago but improved slightly from the previous quarter, increasing from $3.56/GJ to $3.67/GJ. This slight improvement was driven by the onset of warmer than normal US summer weather and the expectation of less domestic production growth. Average liquids price was up 28% to $84.06/bbl as a rise in crude oil prices saw par crude postings at Edmonton average $103.60/bbl. Peyto realized gains from its previous forward sales of natural gas of $6.6 million or $0.40/Mcf in Q2 2011 versus $11.4 million or $1.11/Mcf in Q2 2010.

As at June 30, 2011, Peyto had committed to the future sale of 38,770,000 gigajoules (GJ) of natural gas at an average price of $4.31 per GJ or $5.05 per mcf (based on Peyto's historical heat content premium). Had these contracts been closed on June 30, 2011, Peyto would have realized a gain in the amount of $18.6 million. The average future sales price of $4.31/GJ is 22% lower than last year's price of $5.52/GJ.

Activity Update

Post break-up activity has resumed to a high level despite some weather related delays experienced through late June and early July. Daily production has recently reached the 37,000 boe/d targeted exit rate for 2011. Wells drilled in 2011 have contributed over 13,000 boe/d of this amount, up from the Q2 exit level of 11,000 boe/d.

To date, 42 gross (36.1 net) wells have been spud this year and 38 gross (32.4 net) new wells have been brought onstream. Peyto has five rigs currently drilling, four in the greater Sundance area and one in the company's northern Cardium lands.

Outlook

Peyto continues to deliver substantial, profitable growth in production and cashflow in 2011. With a rich and deep inventory of proven opportunities, greater than at any other time in the company's twelve year history, Peyto is well positioned to continue this trend into the future. These opportunities, coupled with a strict focus on cost control, mean Peyto is uniquely capable of not only surviving a prolonged period of depressed natural gas prices, but of generating significant and profitable growth in such an environment.

As a result of the continued high returns generated in the first half of 2011, Peyto's Board of Directors has approved the expansion of the 2011 capital program to be between $350 and $375 million, assuming market conditions remain favourable. Based on Peyto's internal forecasts and current strip pricing, funds from operations are expected to continue to grow faster than debt. The larger capital program results in a year-end debt to FFO ratio that is expected to remain at current levels.

The strength of Peyto's assets and its balance sheet continue to allow the company to be opportunistic in today's volatile business climate. Management believes the "economic moat" that surrounds Peyto's business "fortress" is wider and deeper than ever.

Shareholders are encouraged to visit the Peyto website at www.peyto.com where there is a wealth of information designed to inform and educate investors. A monthly President's Report can also be found on the website which follows the progress of the capital program and the ensuing production growth.

Conference Call and Webcast

A conference call will be held with the senior management of Peyto to answer questions with respect to the 2011 second quarter on Thursday, August 11th, 2011, at 9:00 a.m. Mountain Daylight Time (MDT), or 11:00 a.m. Eastern Daylight Time (EDT). To participate, please call 1-416-695-7848 (Toronto area) or 1-800-952-6845 for all other participants. The conference call will also be available on replay by calling 1-905-694-9451 (Toronto area) or 1-800-408-3053 for all other parties, using passcode 5210084. The replay will be available at 11:00 a.m. MDT, 1:00 p.m. EDT Thursday, August 11th, 2011 until midnight EDT on Thursday, August 18th, 2011. The conference call can also be accessed through the internet at http://events.digitalmedia.telus.com/peyto/081111/index.php. After this time the conference call will be archived on the Peyto Exploration & Development website at www.peyto.com.

Management's Discussion and Analysis

Management's Discussion and Analysis of this second quarter report is available on the Peyto website at http://www.peyto.com/news/Q22011MDandA.pdf. A complete copy of the second quarter report to Shareholders, including the Management's Discussion and Analysis, and financial statements and related notes is also available at www.peyto.com and will be filed at SEDAR, www.sedar.com, at a later date.

Darren Gee, President and CEO

August 10, 2011

Certain information set forth in this document and Management's Discussion and Analysis, including management's assessment of Peyto's future plans and operations, contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond these parties' control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Peyto's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits Peyto will derive therefrom.


Peyto Exploration & Development Corp.                                       
Condensed Balance Sheet (unaudited)                                         
(Amount in $ thousands)                                                     
                                                    December 31    January 1
                                      June 30 2011         2010         2010
----------------------------------------------------------------------------
Assets                                                                      
Current assets                                                              
Cash                                        12,349        7,894            -
Accounts receivable (Note 3)                52,481       55,876       58,305
Due from private placement (Note 7)              -       12,423        2,728
Financial derivative instruments            18,448       25,247        8,683
 (Note 12)                                                                  
Prepaid expenses                             5,626        3,280        3,786
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                                            88,904      104,720       73,502
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Financial derivative instruments               188        2,664        1,254
 (Note 12)                                                                  
Prepaid capital                              4,661            -          955
Property, plant and equipment, net       1,482,865    1,367,869    1,178,402
 (Note 4)                                                                   
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                                         1,487,714    1,370,533    1,180,611
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                                         1,576,618    1,475,253    1,254,113
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Liabilities                                                                 
Current liabilities                                                         
Accounts payable and accrued                80,662      113,592       55,890
 liabilities                                                                
Dividends payable (Note 7)                   7,984       15,825       13,790
Provision for future performance            10,091        5,340        3,395
 based compensation (Note 11)                                               
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                                            98,737      134,757       73,075
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Long-term debt (Note 5)                    455,000      355,000      435,000
Provision for future performance             3,189        1,369        1,016
 based compensation (Note 11)                                               
Decommissioning provision (Note 6)          27,208       24,734       17,479
Deferred income taxes                      133,279      114,610      191,907
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                                           618,676      495,713      645,402
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Shareholders' or Unitholders' equity                                        
Shareholders' capital (Note 7)             777,768      755,831            -
Unitholders' capital (Note 7)                    -            -      501,219
Shares or Units to be issued (Note 7)            -       17,285        2,728

Retained earnings                           67,308       50,774       25,627
Accumulated other comprehensive             14,129       20,893        6,062
 income (Note 7)                                                            
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                                           859,205      844,783      535,636
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                                         1,576,618    1,475,253    1,254,113
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Approved by the Board of Directors                                          

(signed) "Michael MacBean"            (signed) "Darren Gee"                 
Director                              Director                              


Peyto Exploration & Development Corp.                                       
Condensed Income Statement (unaudited)                                      
(Amount in $ thousands)                                                     

                       Three months ended June 30  Six months ended June 30 
                                2011         2010         2011         2010 
----------------------------------------------------------------------------
Revenue                                                                     
Oil and gas sales             96,607       63,002      183,065      137,091 
Realized gain on hedges                                                     
 (Note 12)                     6,586       11,368       19,705       17,253 
Royalties                    (12,007)      (9,721)     (21,929)     (18,894)
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Petroleum and natural                                                       
 gas sales, net               91,186       64,649      180,841      135,450 
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Expenses                                                                    
Operating (Note 8)             5,945        4,612       12,516        9,172 
Transportation                 2,371        1,578        4,535        3,013 
General and                                                                 
 administrative (Note 9)       1,348          924        2,954        2,470 
Future performance based                                                    
 compensation (Note 11)        2,348        3,091        6,572        3,897 
Interest (Note 10)             4,512        4,969        9,130        9,381 
Accretion of                                                                
 decommissioning                                                            
 liability (Note 10)             234          168          465          346 
Depletion and                                                               
 depreciation (Note 4)        30,850       19,228       59,876       36,974 
Gains on divestitures              -            -         (818)           - 
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                              47,608       34,570       95,230       65,253 
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Earnings before taxes         43,578       30,079       85,611       70,197 
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Taxes                                                                       
Deferred income tax                                                         
 expense (recovery)           10,860         (305)      21,205         (815)

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Earnings for the period       32,718       30,384       64,406       71,012 
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Earnings per share or                                                       
 unit (Note 7)                                                              
Basic and diluted             $ 0.25       $ 0.25       $ 0.49       $ 0.61 
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----------------------------------------------------------------------------

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Weighted average number                                                     
 of common shares                                                           
 outstanding (Note 7)                                                       
Basic and diluted        133,061,301  119,419,799  132,900,079  117,298,518 
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Peyto Exploration & Development Corp.                                       
Condensed Statement of Comprehensive Income (unaudited)                     
(Amount in $ thousands)                                                     


                                     Three months ended    Six months ended 
                                                June 30             June 30 
                                         2011      2010      2011      2010 
----------------------------------------------------------------------------
Earnings for the period                32,718    30,384    64,406    71,012 
Other comprehensive income                                                  
Change in unrealized gain (loss) on                                         
 cash flow hedges                                                           
(net of deferred tax; 2011 - $0.1                                           
 million recovery and $2.5 million                                          
 recovery (2010 - $4.9 million                                              
 recovery and $8.8 million expense))    6,591     3,653    12,941    31,274 
Realized (gain) loss on cash flow                                           
 hedges                                (6,586)  (11,368)  (19,705)  (17,253)
----------------------------------------------------------------------------
Comprehensive Income                   32,723    22,669    57,642    85,033 
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Peyto Exploration & Development Corp.                                       
Condensed Statement of Changes in Equity (unaudited)                        
(Amount in $ thousands)                                                     

                                                   Six months ended June 30 
                                                          2011         2010 
----------------------------------------------------------------------------
Shareholders' / Unitholders' capital, Beginning of                          
 Year                                                  755,831      501,219 
----------------------------------------------------------------------------
Trust units issued                                           -       74,863 
Common shares / trust units issued by private                               
 placement                                              17,150        2,728 
Common shares / trust units issuance costs (net of                          
 tax)                                                      (75)      (2,421)
Common shares / trust units issued pursuant to                              
 DRIP                                                    1,973        3,174 
Common shares / trust units issued pursuant to                              
 OTUPP                                                   2,889        6,987 
----------------------------------------------------------------------------
Shareholders' / Unitholders' capital, End of                                
 Period                                                777,768      586,550 
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----------------------------------------------------------------------------



----------------------------------------------------------------------------
Common shares / trust units to be issued,                                   
 Beginning of Year                                      17,285        2,728 
----------------------------------------------------------------------------
Common shares / trust units issued                     (17,285)      (2,728)
Trust units to be issued                                     -          994 
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Common shares / trust units to be issued, End of                            
 Period                                                      -          994 
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----------------------------------------------------------------------------



----------------------------------------------------------------------------
Retained earnings, Beginning of Year                    50,774       25,627 
----------------------------------------------------------------------------
Earnings for the period                                 64,406       71,012 
Dividends (Note 7)                                     (47,872)     (85,093)
----------------------------------------------------------------------------
Retained earnings, End of Period                        67,308       11,546 
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----------------------------------------------------------------------------



----------------------------------------------------------------------------
Accumulated other comprehensive income, Beginning                           
 of Year                                                20,893        6,062 
----------------------------------------------------------------------------
Other comprehensive income (loss)                       (6,764)      14,021 
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Accumulated other comprehensive income, End of                              
 Period                                                 14,129       20,083 
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----------------------------------------------------------------------------



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Total Shareholders' Equity                             859,205      619,173 
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Peyto Exploration & Development Corp.
Consolidated Statement of Cash Flows (unaudited)
(Amount in $ thousands)

                                   Three months ended      Six months ended 
                                              June 30               June 30 
                                      2011       2010       2011       2010 
----------------------------------------------------------------------------
Cash provided by (used in)                                                  
Operating Activities                                                        
Earnings                            32,718     30,384     64,406     71,012 
Items not requiring cash:                                                   
 Deferred income tax                10,860       (305)    21,205       (815)
 Depletion and depreciation         30,850     19,228     59,876     36,974 
 Gain on disposition of assets           -          -       (818)         - 
 Accretion of decommissioning                                               
  liability                            234        168        465        346 
Change in non-cash working                                                  
 capital related to operating                                               
 activities (Note 15)                7,169      6,598    (20,416)     1,229 
----------------------------------------------------------------------------
                                    81,831     56,073    124,718    108,746 
----------------------------------------------------------------------------
Financing Activities                                                        
Issuance of common shares                -     78,950      4,628     80,605 
Issuance costs                         (13)    (2,421)         -     (2,421)
Dividends paid                     (23,951)   (41,977)   (47,872)   (81,227)
Increase (decrease) in bank debt    30,000    (20,000)   100,000     (5,000)
Change in non-cash working                                                  
 capital related to financing                                               
 activities (Note 15)                    -        766      4,581      2,823 
----------------------------------------------------------------------------
                                     6,036     15,318     61,337     (5,220)
----------------------------------------------------------------------------
Investing Activities                                                        
Additions to property, plant and                                            
 equipment                         (73,678)   (37,602)  (176,707)   (86,365)
Change in non-cash working                                                  
 capital related to investing                                               
 activities (Note 15)              (12,580)   (24,513)    (4,893)    (7,885)
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                                   (86,258)   (62,115)  (181,600)   (94,250)
----------------------------------------------------------------------------

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Net increase in cash                 1,609      9,276      4,455      9,276 
Cash, beginning of year             10,740          -      7,894          - 
----------------------------------------------------------------------------
Cash, end of period                 12,349      9,276     12,349      9,276 
----------------------------------------------------------------------------


The following amounts are included in Cash Flows From Operating Activities: 
----------------------------------------------------------------------------

Cash interest paid                 4,512       4,969       9,130       9,381
Cash taxes paid                        -           -           -           -
----------------------------------------------------------------------------

Peyto Exploration & Development Corp.

Notes to Condensed Financial Statements (unaudited)

As at June 30, 2011 and 2010

(Amount in $ thousands, except as otherwise noted)

1. Nature of operations

Peyto Exploration & Development Corp. ("Peyto" or the "Company") is a Calgary based oil and natural gas company. The Company conducts exploration, development and production activities in Canada. Peyto is incorporated and domiciled in the Province of Alberta, Canada. The address of its registered office is 1500, 250 - 2nd Street SW, Calgary, Alberta, Canada, T2P 0C1.

On December 31, 2010, Peyto completed the conversion from an income trust to a corporation pursuant to an arrangement under the Business Corporations Act (Alberta); the ("2010 Arrangement"). As a result of this conversion, units of Peyto Energy Trust (the "Trust") were exchanged for common shares of Peyto on a one-for-one basis (see Note 7).

The conversion has been accounted for as a continuity of interests and all comparative information presented for the pre-conversion period is that of the Trust. All transaction costs associated with the conversion were expensed as incurred as general and administration expense.

There were no changes in Peyto's underlying operations associated with the 2010 Arrangement. The condensed financial statements and related financial information have been prepared on a continuity of interest basis, which recognizes Peyto as the successor entity and accordingly all comparative information presented for the preconversion period is that of the Trust. For the convenience of the reader, when discussing prior periods, the condensed financial statements refer to common shares, shareholders and dividends although for the pre-conversion period such items were trust units, unitholders' and distributions, respectively.

Following the completion of the 2010 Arrangement, Peyto does not have any subsidiaries.

These condensed financial statements were approved and authorized for issuance by the Audit Committee of the Board of Directors of Peyto on August 9, 2011.

2. Basis of presentation

These unaudited condensed financial statements ("financial statements") for the three and six months ended June 30, 2011 have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting. These condensed interim financial statements do not include all of the information required for annual financial statements. Amounts relating to the three and six months ended June 30, 2010 and as at December 31, 2010 were previously presented in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). These amounts have been restated as necessary to be compliant with our accounting policies under International Financial Reporting Standards ("IFRS"), which are included below. Reconciliations and descriptions relating to the transition from Canadian GAAP to IFRS are included in Note 17.

a) Summary of significant accounting policies

The precise determination of many assets and liabilities is dependent upon future events, the preparation of periodic financial statements necessarily involves the use of estimates and approximations. Accordingly, actual results could differ from those estimates. The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the Company's basis of presentation as disclosed.

The following significant accounting policies have been adopted in the preparation and presentation of the financial report:

b) Significant accounting estimates and judgements

The timely preparation of the unaudited condensed financial statements in conformity with International Financial Reporting Standards ("IFRS") requires that management make estimates and assumptions and use judgment regarding the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the period. Such estimates primarily relate to unsettled transactions and events as of the date of the condensed financial statements. Accordingly, actual results may differ from estimated amounts as future confirming events occur.

Amounts recorded for depreciation, depletion and amortization, decommissioning costs and obligations and amounts used for impairment calculations are based on estimates of gross proved reserves and future costs required to develop those reserves. By their nature, these estimates of reserves, including the estimates of future prices and costs, and the related future cash flows are subject to measurement uncertainty, and the impact in the condensed financial statements of future periods could be material.

The amount of compensation expense accrued for future performance based compensation arrangements are subject to management's best estimate of whether or not the performance criteria will be met and what the ultimate payout will be.

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate are subject to change. As such, income taxes are subject to measurement uncertainty.

c) Presentation currency

All amounts in these financial statements are expressed in Canadian dollars, as this is the functional and presentation currency of the Company.

d) Jointly controlled assets

A jointly controlled asset involves joint control and offers joint ownership by the Company and other partners of assets contributed to or acquired for the purpose of the jointly controlled assets, without the formation of a corporation, partnership or other entity.

The Company accounts for its share of the jointly controlled assets, any liabilities it has incurred, its share of any liabilities jointly incurred with its partners, income from the sale or use of its share of the joint venture's output, together with its share of the expenses incurred by the jointly controlled asset and any expenses it incurs in relation to its interest in the jointly controlled asset.

e) Exploration and evaluation assets

Pre-license costs

Costs incurred prior to obtaining the legal right to explore for hydrocarbon resources are expensed in the period in which they are incurred. The Company has no pre-license costs.

Exploration and evaluation costs

Once the legal right to explore has been acquired, costs directly associated with an exploration well are capitalized as exploration and evaluation intangible assets until the drilling of the well is complete and the results have been evaluated. All such costs are subject to technical feasibility, commercial viability and management review as well as review for impairment at least once a year to confirm the continued intent to develop or otherwise extract value from the discovery. The Company has no exploration or evaluation costs.

f) Property, plant and equipment, net

Oil and gas properties and other property, plant and equipment is stated at cost, less accumulated depreciation and accumulated impairment losses.

The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of the decommissioning provision and borrowing costs for qualifying assets. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. Costs include expenditures on the construction, installation or completion of infrastructure such well sites, pipelines and facilities including activities such as drilling, completion and tie-in costs, equipment and installation costs, associated geological and human resource costs, including unsuccessful development or delineation wells.

Oil and natural gas asset swaps

For exchanges or parts of exchanges that involve assets, the exchange is accounted for at fair value. Assets are then de-recognized at their current carrying value.

Depletion and Depreciation

Oil and natural gas properties are depleted on a unit-of-production basis over the proved plus probable reserves. All costs related to oil and natural gas properties (net of salvage value) and estimated costs of future development of proved plus probable undeveloped reserves are depleted and depreciated using the unit-of-production method based on estimated gross proved plus probable reserves as determined by independent engineers. For purposes of the depletion and depreciation calculation, relative volumes of petroleum and natural gas production and reserves are converted at the energy equivalent conversion rate of six thousand cubic feet of natural gas to one barrel of crude oil.

Other property, plant and equipment are depreciated using a declining balance method over remaining useful life.

g) Corporate Assets

Corporate assets not related to oil and natural gas exploration and development activities are recorded at historical costs and depreciated over their useful life. These assets are not significant or material in nature.

h) Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of fair value less costs to sell or value-in-use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is assessed as part of a cash generating unit ("CGU"). If the carrying amount of an asset or CGU exceeds its recoverable amount, the CGU is considered impaired and is written down to its recoverable amount. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Impairment losses of continuing operations are recognized in the income statement.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset's or cash-generating unit's recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

i) Leases

Leases or other arrangements entered into for the use of an asset are classified as either finance or operating leases. Finance leases transfer to the Company substantially all of the risks and benefits incidental to ownership of the leased asset. Assets under finance lease are amortized over the shorter of the estimated useful life of the assets and the lease term. All other leases are classified as operating leases and the payments are amortized on a straight-line basis over the lease term.

j) Financial instruments

Financial instruments within the scope of IAS 39 Financial Instruments: Recognition and Measurement ("IAS 39") are initially recognized at fair value on the condensed balance sheet. The Company has classified each financial instrument into the following categories: "fair value through profit or loss"; "loans & receivables"; and "other liabilities". Subsequent measurement of the financial instruments is based on their classification. Unrealized gains and losses on held for trading financial instruments are recognized in earnings. The other categories of financial instruments are recognized at amortized cost using the effective interest rate method. The Company has made the following classifications:


----------------------------------------------------------------------------
Financial Assets & Liabilities            Category
----------------------------------------------------------------------------
Cash                                      Fair value through profit or loss
----------------------------------------------------------------------------
Accounts Receivable                       Loans & receivables
----------------------------------------------------------------------------
Due from Private Placement                Loans & receivables
----------------------------------------------------------------------------
Accounts Payable and Accrued Liabilities  Other Liabilities
----------------------------------------------------------------------------
Provision for Future Performance Based    Other Liabilities
 Compensation
----------------------------------------------------------------------------
Dividends Payable                         Other Liabilities
----------------------------------------------------------------------------
Long Term Debt                            Other Liabilities
----------------------------------------------------------------------------
Financial Derivative Instruments          Fair value through profit or loss
----------------------------------------------------------------------------

Derivative Instruments and Risk Management

Derivative instruments are utilized by the Company to manage market risk against volatility in commodity prices. The Company's policy is not to utilize derivative instruments for speculative purposes. The Company has chosen to designate its existing derivative instruments as cash flow hedges. The Company assesses, on an ongoing basis, whether the derivatives that are used as cash flow hedges are highly effective in offsetting changes in cash flows of hedged items. All derivative instruments are recorded on the balance sheet at their fair value. The effective portion of the gains and losses is recorded in other comprehensive income until the hedged transaction is recognized in earnings. When the earnings impact of the underlying hedged transaction is recognized in the condensed income statement, the fair value of the associated cash flow hedge is reclassified from other comprehensive income into earnings. Any hedge ineffectiveness is immediately recognized in earnings. The fair values of forward contracts are based on forward market prices.

Embedded Derivatives

An embedded derivative is a component of a contract that causes some of the cash flows of the combined instrument to vary in a way similar to a stand-alone derivative. This causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified variable, such as interest rate, financial instrument price, commodity price, foreign exchange rate, a credit rating or credit index, or other variables to be treated as a financial derivative. The Company has no contracts containing embedded derivatives.

Normal purchase or sale exemption

Contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in accordance with the Company's expected purchase, sale or usage requirements fall within the exemption from IAS 32 Financial Instruments: Presentation ("IAS 32") and IAS 39, which is known as the 'normal purchase or sale exemption'. The Company recognizes such contracts in its balance sheet only when one of the parties meets its obligation under the contract to deliver either cash or a non-financial asset.

k) Hedging

The Company uses derivative financial instruments from time to time to hedge its exposure to commodity price fluctuations. All derivative financial instruments are initiated within the guidelines of the Company's risk management policy. This includes linking all derivatives to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company enters into hedges of its exposure to petroleum and natural gas commodity prices by entering into natural gas fixed price contracts, when it is deemed appropriate. These derivative contracts, accounted for as hedges, are recognized on the balance sheet. Realized gains and losses on these contracts are recognized in oil and natural gas revenue and cash flows in the same period in which the revenues associated with the hedged transaction are recognized. For financial derivative contracts settling in future periods, a financial asset or liability is recognized in the balance sheet and measured at fair value, with changes in fair value recognized in other comprehensive income.

l) Inventories

Inventories are stated at the lower of cost and net realizable value. Cost of producing oil and natural gas is accounted on a weighted average basis. This cost includes all costs incurred in the normal course of business in bringing each product to its present location and condition.

m) Provisions

General

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Decommissioning provision

Decommissioning provision is recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of obligation can be made. A corresponding amount equivalent to the provision is also recognized as part of the cost of the related property, plant and equipment. The amount recognized is the estimated cost of decommissioning, discounted to its present value using a risk-free rate. Changes in the estimated timing of decommissioning or decommissioning cost estimates are dealt with prospectively by recording an adjustment to the provision, and a corresponding adjustment to property, plant and equipment. The accretion of the discount on the decommissioning provision is included as a finance cost.

n) Taxes

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in Canada.

Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

The Company follows the liability method of accounting for income taxes. Under this method, income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the amounts reported in the financial statements and their respective tax bases, using enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. Deferred tax assets are only recognized to the extent it is probable that sufficient future taxable income will be available to allow the future income tax asset to be realized. Accumulated deferred tax balances are adjusted to reflect changes in income tax rates that are substantively enacted with the adjustment being recognized in earnings in the period that the change occurs, except for items recognized in shareholders' equity.

o) Revenue recognition

Revenue from the sale of oil, natural gas and natural gas liquids is recognized when the significant risks and rewards of ownership have been transferred, which is when title passes to the purchaser. This generally occurs when product is physically transferred into a pipe or other delivery system.

Gains and Losses on Disposition

For all dispositions, either through sale or exchange, gains and losses are calculated as the difference between the sale or exchange value in the transaction and the carrying value of the disposed assets disposed. Gains and losses on disposition are recognized in earnings in the same period as the transaction date.

p) Borrowing costs

Borrowing costs directly relating to the acquisition, construction or production of a qualifying capital project under construction are capitalized and added to the project cost during construction until such time the assets are substantially ready for their intended use, which is, when they are capable of commercial production. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the Company during the period. All other borrowing costs are recognized in the income statement in the period in which they are incurred.

q) Share-based payments

Liability-settled share-based payments to employees are measured at the fair value of the liability award at the grant date. A liability equal to fair value of the payments is accrued over the vesting period measured at fair value using the Black-Scholes option pricing model.

The fair value determined at the grant date of the liability-settled share-based payments is expensed on a graded basis over the vesting period, based on the Company's estimate of liability instruments that will eventually vest. At the end of each reporting period, the Company revises its estimate of the number of liability instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the income statement such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to related liability on the balance sheet.

r) Earnings per share

Basic and diluted earnings per share is computed by dividing the net earnings available to common shareholders by the weighted average number of shares outstanding during the reporting period. The Company has no dilutive instrument outstanding which would cause a difference between the basic and diluted earnings per share.

s) Share capital

Common shares are classified within shareholders' equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from shareholders' capital.

t) Standards issued but not yet effective

Presentation of Financial Statements

As of January 1, 2012, the Company will be required to adopt IAS 1, "Presentation of Items of OCI: Amendments to IAS 1 Presentation of Financial Statements." The amendments stipulate the presentation of net earnings and OCI and also require the Company to group items within OCI based on whether the items may be subsequently reclassified to profit or loss. The adoption of the amendments to this standard is not expected to have a material impact on the Company's financial position or results.

Financial Instruments

As of January 1, 2013, the Company will be required to adopt IFRS 9 "Financial Instruments" which covers the classification and measurement of financial assets as part of its project to replace IAS 39 "Financial Instruments: Recognition and Measurement." This standard replaces the current models for financial assets and liabilities with a single model. Under this guidance, entities have the option to recognize financial liabilities at fair value through profit or loss. If this option is elected, entities would be required to reverse the portion of the fair value change due to its own credit risk out of profit or loss and recognize the change in other comprehensive income. The implementation of the issued standard is not expected to have a material impact on the Company's financial position or results.

Consolidated Financial Statements

As of January 1, 2013, the Company will be required to adopt IFRS 10, "Consolidated Financial Statements," which provides a single control model to be applied in the assessment of control for all entities in which the Company has an investment, including special purpose entities currently in the scope of Standing Interpretations Committee ("SIC") 12. Under the new control model, the Company has control over an investment if the Company has the ability to direct the activities of the investment, is exposed to the variability of returns from the investment and there is a linkage between the ability to direct activities and the variability of returns. The Company does not expect IFRS 10 to have a material impact on its financial position or results.

Joint Arrangements

As of January 1, 2013, the Company will be required to adopt IFRS 11, "Joint Arrangements," which specifies that joint arrangements are classified as either joint operations or joint ventures. Parties to a joint operation retain the rights and obligations to individual assets and liabilities of the operation, while parties to a joint venture have rights to the net assets of the venture. Any arrangement which is not structured through a separate entity or is structured through a separate entity but such separation is ineffective such that the parties to the arrangement have rights to the assets and obligations for the liabilities will be classified as a joint operation. Joint operations shall be accounted for in a manner consistent with jointly controlled assets and operations whereby the Company's contractual share of the arrangement's assets, liabilities, revenues and expenses are included in the consolidated financial statements. Any arrangement structured through a separate vehicle that does effectively result in separation between the Company and the arrangement shall be classified as a joint venture and accounted for using the equity method of accounting. Under the existing IFRS standard, the Company has the option to account for any interests it has in joint ventures using proportionate consolidation or equity accounting. The Company does not expect IFRS 11 to have a material impact on its financial position or results.

Disclosure of Interests in Other Entities

As of January 1, 2013, the Company will be required to adopt IFRS 12, "Disclosure of Interests in Other Entities," which contains new disclosure requirements for interests the Company has in subsidiaries, joint arrangements, associates and unconsolidated structured entities. Required disclosures aim to provide readers of the financial statements with information to evaluate the nature of and risks associated with the Company's interests in other entities and the effects of those interests on the Company's financial statements. The Company intends to adopt IFRS 12 in its financial statements for the annual period beginning on January 1, 2013. The Company does not expect IFRS 12 to have a material impact on its financial position or results.

Investments in Associates and Joint Ventures

As of January 1, 2013, the Company will be required to adopt amendments to IAS 28, "Investments in Associates and Joint Ventures," which provide additional guidance applicable to accounting for interests in joint ventures or associates when a portion of an interest is classified as held for sale or when the Company ceases to have joint control or significant influence over an associate or joint venture. When joint control or significant influence over an associate or joint venture ceases, the Company will no longer be required to re-measure the investment at that date. When a portion of an interest in a joint venture or associate is classified as held for sale, the portion not classified as held for sale shall be accounted for using the equity method of accounting until the sale is completed at which time the interest is reassessed for prospective accounting treatment. The Company does not expect the amendments to IAS 28 to have a material impact on the financial position or results.

Fair Value Measurement

As of January 1, 2013, the Company will be required to adopt IFRS 13, "Fair Value Measurement," which replaces fair value measurement guidance contained in individual IFRSs, providing a single source of fair value measurement guidance. The standard provides a framework for measuring fair value and establishes new disclosure requirements to enable readers to assess the methods and inputs used to develop fair value measurements and for recurring valuations that are subject to measurement uncertainty, the effect of those measurements on the financial statements. The Company intends to adopt IFRS 13 prospectively in its financial statements for the annual period beginning on January 1, 2013. The extent of the impact of adoption of IFRS 13 has not yet been determined.

Employee Benefits

As of January 1, 2013, the Company will be required to adopt IAS 19, "Employee Benefits" which eliminates the corridor method that permits the deferral of actuarial gains and losses, to revise the presentation requirements for changes in defined benefit plan assets and liabilities and to enhance the required disclosures for defined benefit plans. The Company does not expect the amendments to IAS 19 to have a material impact on the financial position or results.


3. Accounts receivable

                                      June 30    December 31      January 1
                                         2011           2010           2010
----------------------------------------------------------------------------
Accounts receivable - general          45,326         48,721         51,150
Accounts receivable - tax               7,155          7,155          7,155
----------------------------------------------------------------------------
                                       52,481         55,876         58,305
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Canada Revenue Agency ("CRA") conducted an audit of Peyto's restructuring costs incurred in the 2003 trust conversion. On September 25, 2008, the CRA reassessed on the basis that $41 million of these costs were not deductible and treated them as an eligible capital amount. Peyto filed a notice of objection and the CRA confirmed the reassessment. Examinations for discovery have been completed. A trial date has not been set. The Tax Court of Canada has agreed to both parties' request to hold Peyto's appeal in abeyance pending a decision of the Federal Court of Appeal in another taxpayer's appeal. The other appeal raises issues that are similar in principle to those raised in Peyto's appeal. Based upon consultation with legal counsel, Management's view is that it is likely that Peyto's appeal will succeed.


4. Property, plant and equipment, net

                                           Processing
                               Petroleum   assets and  Corporate
                              properties   facilities     assets      Total
----------------------------------------------------------------------------

Cost
----------------------------------------------------------------------------
At January 1, 2010             1,112,677       65,353      1,007  1,179,037
----------------------------------------------------------------------------
 Additions                       255,374       19,607          -    274,981
 Dispositions                     (1,094)           -          -     (1,094)
----------------------------------------------------------------------------
At December 31, 2010           1,366,957       84,960      1,007  1,452,924
----------------------------------------------------------------------------
 Additions                       152,025       23,483          -    175,508
 Dispositions                       (698)           -          -       (698)
----------------------------------------------------------------------------
At June 30, 2011               1,518,284      108,443      1,007  1,627,734
----------------------------------------------------------------------------

Accumulated Depreciation
----------------------------------------------------------------------------
At January 1, 2010                     -            -       (635)      (635)
----------------------------------------------------------------------------
 Depletion and depreciation      (80,496)      (3,867)       (89)   (84,452)
 Dispositions                         32            -          -         32
----------------------------------------------------------------------------
At December 31, 2010             (80,464)      (3,867)      (724)   (85,055)
----------------------------------------------------------------------------
 Depletion and depreciation      (57,510)      (2,330)       (36)   (59,876)
 Dispositions                         62            -          -         62
----------------------------------------------------------------------------
At June 30, 2011                (137,912)      (6,197)      (760)  (144,869)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net book value at
 June 30, 2011                 1,380,372      102,246        247  1,482,865
----------------------------------------------------------------------------
----------------------------------------------------------------------------

During the three and six month period ended June 30, the Company capitalized $1.0 million and $2.3 million (2010 - $0.9 and $1.7 million) of general and administrative and share based payments directly attributable to production and development activities.

The Company performs an impairment test calculation when indicators are present which negatively affect the value of the Company's individual assets or its total asset base. Assets which have indicators of impairment are then aggregated to its cash-generating units at which point the measurement of impairment is calculated.

The Company did not have any indicators of impairment in the current period.

5. Long-term debt

The Company has a syndicated $625 million extendible revolving credit facility with a stated term date of April 29, 2012. The facility is made up of a $20 million working capital sub-tranche and a $605 million production line. The facilities are available on a revolving basis for a period of at least 364 days and upon the term out date may be extended for a further 364 day period at the request of the Company, subject to approval by the lenders. In the event that the revolving period is not extended, the facility is available on a non-revolving basis for a further one year term, at the end of which time the facility would be due and payable. Outstanding amounts on this facility bear interest at rates determined by the Company's debt to cash flow ratio that range from prime to prime plus 1.25% to 2.75% for debt to earnings before interest, taxes, depreciation, depletion and amortization (EBITDA) ratios ranging from less than 1:1 to greater than 2.5:1. A General Security Agreement with a floating charge on land registered in Alberta is held as collateral by the bank.

Total cash interest expense for the three months ended was $4.5 million (2010 - $5.0 million) and the average borrowing rate for the period was 4.1% (2010 - 4.9%). Total cash interest expense for the six months ended was $9.1 million (2010 - $9.4 million) and the average borrowing rate for the period was 4.4% (2010 - 4.4%).

6. Decommissioning provision

The Company makes provision for the future cost of decommissioning wells, pipelines and facilities on a discounted basis based on the commissioning of these assets.

The decommissioning provision represents the present value of the decommissioning costs related to the above infrastructure, which are expected to be incurred over the economic life of the assets. The provisions have been based on the Company's internal estimates on the cost of decommissioning, the discount rate, the inflation rate and the economic life of the infrastructure. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material changes to the assumptions. However, actual decommissioning costs will ultimately depend upon the future market prices for the necessary decommissioning work required which will reflect market conditions at the relevant time. Furthermore, the timing of the decommissioning is likely to depend on when production activities ceases to be economically viable. This in turn will depend and be directly related to the current and future commodity prices, which are inherently uncertain.


The following table reconciles the change in decommissioning liabilities:

----------------------------------------------------------------------------
Balance, December 31, 2010 (1)                                       24,734
----------------------------------------------------------------------------
New or increased provisions                                           2,094
Accretion of discount                                                   465
Change in discount rate                                                 (85)
----------------------------------------------------------------------------
Balance, June 30, 2011 (2)                                           27,208
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 Current                                                                  -
 Non-current                                                         27,208
----------------------------------------------------------------------------
----------------------------------------------------------------------------

(1) Based on a total future undiscounted liability of $86.1 million to be
    incurred over the next 50 years at an inflation rate of 2% and a
    discount rate of 3.54%.
(2) Based on a total future undiscounted liability of $93.7 million to be
    incurred over the next 50 years at an inflation rate of 2% and a
    discount rate of 3.55%.


7. Shareholders' capital and Unitholders' capital

Authorized: Unlimited number of voting common shares

Issued and Outstanding

Common Shares and Units (no par value)             Number of 
                                                      Common         Amount 
                                                      Shares              $
----------------------------------------------------------------------------
Balance, January 1, 2010                         114,920,194        501,219
Trust units issued                                13,880,500        218,704
Trust units issuance costs (net of tax)                    -         (7,680)
Trust units issued by private placement              196,420          2,728
Trust units issued pursuant to DRIP                  746,079         10,558
Trust units issued pursuant to OTUPP               2,132,189         30,302
Exchanged for common shares pursuant to the
 Arrangement (Note 1)                           (131,875,382)      (755,831)
----------------------------------------------------------------------------

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

Balance, December 31, 2010                       131,875,382        755,831
Common shares issued by private placement            906,196         17,150
Common share issuance costs (net of tax)                   -            (75)
Common shares issued pursuant to DRIP                113,527          1,973
Common shares issued pursuant to OTUPP               166,196          2,889
----------------------------------------------------------------------------
Balance, June 30, 2011                           133,061,301        777,768
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Units Issued

On November 30, 2010, Peyto closed an offering of 8,314,500 trust units at a price of $17.30 per trust unit, receiving proceeds of $138.8 million (net of issuance costs).

On April 27, 2010, Peyto closed an offering of 5,566,000 trust units at a price of $13.45 per trust unit, receiving proceeds of $71.7 million (net of issuance costs).

Peyto reinstated its amended distribution reinvestment and optional trust unit purchase plan (the "Amended DRIP Plan") effective with the January 2010 distribution whereby eligible Unitholders may elect to reinvest their monthly cash distributions in additional trust units at a 5% discount to market price. The Distribution Reinvestment Plan ("DRIP") incorporates an Optional Trust Unit Purchase Plan ("OTUPP") which provides unitholders enrolled in the DRIP with the opportunity to purchase additional trust units from treasury using the same pricing as the DRIP.

Common Shares Issued

On December 31, 2010, Peyto converted all outstanding trust units into common shares on a one share per trust unit basis. At December 31, 2010 there were 131,875,382 shares outstanding. The DRIP and the OTUPP plans were cancelled December 31, 2010.

On December 31, 2010, the Company completed a private placement of 655,581 common shares to employees and consultants for net proceeds of $12.4 million ($18.95 per share). These common shares were issued on January 6, 2011.

On January 14, 2011, 279,723 common shares (113,527 pursuant to the DRIP and 166,196 pursuant to the OTUPP) were issued for net proceeds of $4.9 million.

On March 25, 2011, Peyto completed a private placement of 250,615 common shares to employees and consultants for net proceeds of $4.6 million ($18.86 per share). Subsequent to the issuance of these shares, 133,061,301 common shares were outstanding.

Per Share or Per Units Amounts

Earnings per share or unit have been calculated based upon the weighted average number of common shares outstanding for the three month and six month period ended of 133,061,301 and 132,900,079 (2010 - 119,419,799 and 117,298,518), respectively. There are no dilutive instruments outstanding.

Dividends

During the three and six months ended June 30, 2011, Peyto declared and paid dividends of $0.18 and $0.36 per common share, respectively or $0.06 per common share per month, totaling $24.0 million and $47.9 million (2010 - $0.36 and $0.72 per share, respectively or $0.12 per share per month, $43.6 million and $85.1 million), respectively.

Comprehensive Income

Comprehensive income consists of earnings and other comprehensive income ("OCI"). OCI comprises the change in the fair value of the effective portion of the derivatives used as hedging items in a cash flow hedge. "Accumulated other comprehensive income" is an equity category comprised of the cumulative amounts of OCI.


Accumulated hedging gains

                                                                       2011
----------------------------------------------------------------------------
Balance, January 1, 2011                                             20,893
Hedging gains (losses)                                               (6,764)
----------------------------------------------------------------------------
Balance, June 30, 2011                                               14,129
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Gains and losses from cash flow hedges are accumulated until settled. These outstanding hedging contracts are recognized in earnings on settlement with gains and losses being recognized as a component of net revenue. Further information on these contracts is set out in Note 13.

8. Operating expenses

The Company's operating expenses include all costs with respect to day-to-day well and facility operations. Processing and gathering recoveries related to jointly controlled assets and third party natural gas reduces operating expenses.


                                     Three months ended    Six months ended
                                                June 30             June 30
                                         2011      2010      2011      2010
----------------------------------------------------------------------------
Field expenses                          8,067     7,377    17,002    14,510
Processing and gathering recoveries    (2,122)   (2,765)   (4,486)   (5,338)
----------------------------------------------------------------------------
Total operating expenses                5,945     4,612    12,516     9,172
----------------------------------------------------------------------------
----------------------------------------------------------------------------


9. General and administrative expenses

General and administrative expenses are reduced by operating and capital
overhead recoveries from operated properties.

                                     Three months ended    Six months ended
                                                June 30             June 30
                                        2011       2010      2011      2010
----------------------------------------------------------------------------
General and administrative expenses    2,635      2,020     5,699     4,737
Overhead recoveries                   (1,287)    (1,096)   (2,745)   (2,267)
----------------------------------------------------------------------------
Net general and administrative
 expenses                              1,348        924     2,954     2,470
----------------------------------------------------------------------------
----------------------------------------------------------------------------


10. Finance costs

                                     Three months ended    Six months ended
                                                June 30             June 30
                                         2011      2010      2011      2010
----------------------------------------------------------------------------
Cash interest expense                   4,512     4,969     9,130     9,381
Accretion of discount on provisions       234       168       465       346
----------------------------------------------------------------------------
                                        4,746     5,137     9,595     9,727
----------------------------------------------------------------------------
----------------------------------------------------------------------------

11. Future Performance based compensation

The Company awards performance based compensation to employees annually. The performance based compensation is comprised of reserve and market value based components.

Reserve Based Component

The reserves value based component is 4% of the incremental increase in value, if any, as adjusted to reflect changes in debt, equity, distributions, general and administrative costs and interest, of proved producing reserves calculated using a constant price at December 31 of the current year and a discount rate of 8%.

Market Based Component

Under the market based component, rights with a three year vesting period are allocated to employees. The number of rights outstanding at any time is not to exceed 6% of the total number of common shares outstanding. At December 31 of each year, all vested rights are automatically cancelled and, if applicable, paid out in cash. Compensation is calculated as the number of vested rights multiplied by the total of the market appreciation (over the price at the date of grant) and associated dividends of a common share for that period.

The fair values were calculated using a Black-Scholes valuation model. The principal inputs to the option valuation model were:


                                                    June 30     December 31
                                                       2011            2010
----------------------------------------------------------------------------
Share price                                          $21.50          $18.49
Exercise price                               $9.57 - $18.84  $6.62 - $11.66
Expected volatility                                22% - 38%        0% - 28%
Option life                                0.5 - 2.75 years     1 - 2 years
Dividend yield                                            0%              0%
Risk-free interest rate                                1.58%           1.66%
----------------------------------------------------------------------------

12. Financial instruments

Financial Instrument Classification and Measurement

Financial instruments of the Company carried on the balance sheet are carried at amortized cost with the exception of cash and financial derivative instruments, specifically fixed price contracts, which are carried at fair value. There are no significant differences between the carrying value of financial instruments and their estimated fair values as at June 30, 2011.

The fair value of the Company's cash and financial derivative instruments are quoted in active markets. The Company classifies the fair value of these transactions according to the following hierarchy.

- Level 1 - quoted prices in active markets for identical financial instruments.

- Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant and significant value drivers are observable in active markets.

- Level 3 - valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company's cash and financial derivative instruments have been assessed on the fair value hierarchy described above and classified as Level 1.

Fair Values of Financial Assets and Liabilities

The Company's financial instruments include cash, accounts receivable, financial derivative instruments, due from private placement, current liabilities, provision for future performance based compensation and long term debt. At June 30, 2011, the carrying value of cash and financial derivative instruments are carried at fair value. Accounts receivable, due from private placement, current liabilities and provision for future performance based compensation approximate their fair value due to their short term nature. The carrying value of the long term debt approximates its fair value due to the floating rate of interest charged under the credit facility.

Market Risk

Market risk is the risk that changes in market prices will affect the Company's earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company's objectives, processes and policies for managing market risks have not changed from the previous year.

Commodity Price Risk Management

The Company is a party to certain derivative financial instruments, including fixed price contracts. The Company enters into these contracts with well established counterparties for the purpose of protecting a portion of its future earnings and cash flows from operations from the volatility of petroleum and natural gas prices. The Company believes the derivative financial instruments are effective as hedges, both at inception and over the term of the instrument, as the term and notional amount do not exceed the Company's firm commitment or forecasted transactions and the underlying basis of the instruments correlate highly with the Company's exposure.


A summary of contracts outstanding in respect of the hedging activities at
June 30, 2011 is as follows:

                                                   Fair
                                      Effective   Value June 30 December 31
Description     Notional(1)      Term      Rate   Level    2011        2010
----------------------------------------------------------------------------
Natural gas
 financial
 swaps - AECO    38.77GJ(2) 2011-2013 $ 4.31/GJ Level 1  18,636      27,911
----------------------------------------------------------------------------
(1) Notional values as at June 30, 2011 (2) Millions of gigajoules
----------------------------------------------------------------------------


Natural Gas                                              Daily        Price
Period Hedged                               Type        Volume         (CAD)
----------------------------------------------------------------------------
April 1, 2010 to March 31, 2012      Fixed Price      5,000 GJ   $  5.67/GJ
April 1, 2010 to March 31, 2012      Fixed Price      5,000 GJ   $  5.82/GJ
November 1, 2010 to March 31, 2012   Fixed Price      5,000 GJ   $  4.10/GJ
April 1, 2011 to October 31, 2011    Fixed Price      5,000 GJ   $  3.50/GJ
April 1, 2011 to October 31, 2011    Fixed Price      5,000 GJ   $  3.80/GJ
April 1, 2011 to March 31, 2012      Fixed Price      5,000 GJ   $  6.20/GJ
April 1, 2011 to March 31, 2012      Fixed Price      5,000 GJ   $  5.00/GJ
April 1, 2011 to March 31, 2012      Fixed Price      5,000 GJ   $  5.12/GJ
April 1, 2011 to March 31, 2012      Fixed Price      5,000 GJ   $ 4.055/GJ
April 1, 2011 to October 31, 2012    Fixed Price      5,000 GJ   $  4.05/GJ
April 1, 2011 to October 31, 2012    Fixed Price      5,000 GJ   $  4.15/GJ
April 1, 2011 to October 31, 2012    Fixed Price      5,000 GJ   $  4.10/GJ
April 1, 2011 to October 31, 2012    Fixed Price      5,000 GJ   $  4.00/GJ
April 1, 2011 to March 31, 2013      Fixed Price      5,000 GJ   $  3.80/GJ
May 1, 2011 to March 31, 2012        Fixed Price      5,000 GJ   $  4.00/GJ
June 1, 2011 to March 31, 2013       Fixed Price      5,000 GJ   $  4.17/GJ
June 1, 2011 to March 31, 2013       Fixed Price      5,000 GJ   $  4.10/GJ
June 1, 2011 to March 31, 2013       Fixed Price      5,000 GJ   $  4.10/GJ
July 1, 2011 to October 31, 2011     Fixed Price      5,000 GJ   $  4.03/GJ
November 1, 2011 to March 31, 2012   Fixed Price      5,000 GJ   $  4.50/GJ
November 1, 2011 to March 31, 2013   Fixed Price      5,000 GJ   $  4.00/GJ
----------------------------------------------------------------------------

As at June 30, 2011, the Company had committed to the future sale of 38,770,000 gigajoules (GJ) of natural gas at an average price of $4.31 per GJ or $5.05 per mcf based on the historical heating value of Peyto's natural gas. Had these contracts been closed on June 30, 2011, the Company would have realized a gain in the amount of $18.6 million. If the AECO gas price on June 30, 2011 were to increase by $1/GJ, the unrealized gain would decrease by approximately $38.8 million. An opposite change in commodity prices rates would result in an opposite impact on earnings which would have been reflected in other comprehensive income.

Interest rate risk

The Company is exposed to interest rate risk in relation to interest expense on its revolving credit facility. Currently, the Company has not entered into any agreements to manage this risk. If interest rates applicable to floating rate debt were to have increased by 100 bps (1%) it is estimated that the Company's earnings for the three month and six month period ended June 30, 2011 would decrease by $1.1 million and $2.1 million, respectively. An opposite change in interest rates will result in an opposite impact on earnings.

Credit Risk

A substantial portion of the Company's accounts receivable is with petroleum and natural gas marketing entities. Industry standard dictates that commodity sales are settled on the 25th day of the month following the month of production. The Company generally extends unsecured credit to purchasers, and therefore, the collection of accounts receivable may be affected by changes in economic or other conditions and may accordingly impact the Company's overall credit risk. Management believes the risk is mitigated by the size, reputation and diversified nature of the companies to which they extend credit. The Company has not previously experienced any material credit losses on the collection of accounts receivable. Of the Company's revenue for the three months ended June 30, 2011, approximately 82% was received from seven companies (16%, 12%, 12%, 11%, 11%, 10% and 10%) (June 30, 2010 - 87%, five companies (25%, 19%, 16%, 14% and 13%)). Of the Company's revenue for the six months ended June 30, 2011, approximately 76% was received from five companies (21%, 15%, 14%, 13% and 13%) (June 30, 2010 - 97%, six companies (25%, 19%, 16%, 13%, 13% and 11%)). Of the Company's accounts receivable for the period ended June 30, 2011, approximately 13% was receivable from a single company (Year ended December 31, 2010 - 31%, three companies (11%, 10% and 10%)). The maximum exposure to credit risk is represented by the carrying amount on the consolidated balance sheet. There are no material financial assets that the Company considers past due and no accounts have been written off.

The Company may be exposed to certain losses in the event of non-performance by counterparties to commodity price contracts. The Company mitigates this risk by entering into transactions with counterparties that have investment grade credit ratings.

Counterparties to financial instruments expose the Company to credit losses in the event of non-performance. Counterparties for derivative instrument transactions are limited to high credit-quality financial institutions, which are all members of our syndicated credit facility.

The Company assesses quarterly if there should be any impairment of financial assets. At June 30, 2011, there was no impairment of any of the financial assets of the Company.

Liquidity Risk

Liquidity risk includes the risk that, as a result of operational liquidity requirements:

- The Company will not have sufficient funds to settle a transaction on the due date;

- The Company will be forced to sell financial assets at a value which is less than what they are worth; or

- The Company may be unable to settle or recover a financial asset at all.

The Company's operating cash requirements, including amounts projected to complete our existing capital expenditure program, are continuously monitored and adjusted as input variables change. These variables include, but are not limited to, available bank lines, oil and natural gas production from existing wells, results from new wells drilled, commodity prices, cost overruns on capital projects and changes to government regulations relating to prices, taxes, royalties, land tenure, allowable production and availability of markets. As these variables change, liquidity risks may necessitate the need for the Company to conduct equity issues or obtain project debt financing. The Company also mitigates liquidity risk by maintaining an insurance program to minimize exposure to certain losses.


The following are the contractual maturities of financial liabilities as at
June 30, 2011:

                                  less than       1-2       2-5
                                     1 Year     Years     Years  Thereafter
----------------------------------------------------------------------------
Accounts payable and accrued
 liabilities                         80,662
Dividends payable                     7,984
Provision for future market and
 reserves based bonus                10,091     3,189
Long-term debt(1)                             455,000
----------------------------------------------------------------------------
(1) Revolving credit facility renewed annually (see Note 7)

13. Capital disclosures

The Company's objectives when managing capital are: (i) to maintain a flexible capital structure, which optimizes the cost of capital at acceptable risk; and (ii) to maintain investor, creditor and market confidence to sustain the future development of the business.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. The Company considers its capital structure to include Shareholders' equity, debt and working capital. To maintain or adjust the capital structure, the Company may from time to time, issue common shares, raise debt, adjust its capital spending or change dividends paid to manage its current and projected debt levels. The Company monitors capital based on the following non-IFRS measures: current and projected debt to earnings before interest, taxes, depreciation, depletion and amortization ("EBITDA") ratios, payout ratios and net debt levels. To facilitate the management of these ratios, the Company prepares annual budgets, which are updated depending on varying factors such as general market conditions and successful capital deployment. Currently, all ratios are within acceptable parameters. The annual budget is approved by the Board of Directors. The Company is not subject to any external financial covenants.


There were no changes in the Company's approach to capital management from
the previous year.

                                                     June 30    December 31
                                                        2011           2010
----------------------------------------------------------------------------
Shareholders' equity                                 859,205        844,783
Long-term debt                                       455,000        355,000
Working capital deficit                                9,833         30,037
----------------------------------------------------------------------------
                                                   1,324,038      1,229,820
----------------------------------------------------------------------------
----------------------------------------------------------------------------


14. Related party transactions

An officer and director of Peyto is a partner of a law firm that provides
legal services to the Company. The fees charged are based on standard rates
and time spent on matters pertaining to the Company. 

15. Supplemental cash flow information

Changes in non-cash working capital balances

                                     Three months ended    Six months ended
                                                June 30             June 30
                                         2011      2010      2011      2010
----------------------------------------------------------------------------
(Increase)/decrease of assets:
 Accounts receivable                       41    15,509     3,395     8,904
 Due from private placement                 -         -    12,423     2,728
 Prepaid expenses                      (2,028)   (2,572)   (2,346)   (1,848)

Increase/(decrease) of liabilities:
 Accounts payable and accrued
  liabilities                          (5,770)  (33,941)  (32,930)  (17,609)
 Dividends payable                          -       765    (7,841)       95
 Provision for future performance
  based compensation                    2,346     3,090     6,571     3,897
----------------------------------------------------------------------------
                                       (5,411)  (17,149)  (20,728)   (3,833)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

----------------------------------------------------------------------------
 Attributable to operating
  activities                            7,169     6,598   (20,416)    1,229
 Attributable to financing
  activities                                -       766     4,581     2,823
 Attributable to investing
  activities                          (12,580)  (24,513)   (4,893)   (7,885)
----------------------------------------------------------------------------
                                       (5,411)  (17,149)  (20,728)   (3,833)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


16. Commitments and contingencies

Following is a summary of the Company's commitment related to an operating
lease as at June 30, 2011.

                       2011     2012     2013     2014     2015  Thereafter
----------------------------------------------------------------------------
Operating lease         529    1,058    1,058    1,058        -           -
----------------------------------------------------------------------------
Total                   529    1,058    1,058    1,058        -           -
----------------------------------------------------------------------------

The Company has no other contractual obligations or commitments as at June 30, 2011.

Contingent Liability

From time to time, Peyto is the subject of litigation arising out of its day-to-day operations. Damages claimed pursuant to such litigation, including the litigation discussed below may be material or may be indeterminate and the outcome of such litigation may materially impact Peyto's financial position or results of operations in the period of settlement. While Peyto assesses the merits of each lawsuit and defends itself accordingly, Peyto may be required to incur significant expenses or devote significant resources to defending itself against such litigation. These claims are not currently expected to have a material impact on Peyto's financial position or results of operations.

17. Transition to IFRS

For all periods up to and including the year ended December 31, 2010, the Company prepared its financial statements in accordance with Canadian GAAP. The Company has prepared financial statements which comply with IFRS's applicable for periods beginning on or after the transition date of January 1, 2010 and the significant accounting policies meeting those requirements are described in Note 2.

The effect of the Company's transition to IFRS is summarized in this note as follows:

(i) Transition elections

(ii) Reconciliation of the Balance Sheets, Income Statements and Comprehensive Income as previously reported under Canadian GAAP to IFRS

(iii) IFRS adjustments

(i) Transition elections

IFRS 1 allows first-time adopters certain exemptions from the general requirement to apply IFRS as effective for December 2011 year ends retrospectively. The Company has taken the following exemptions:

(a) IFRS 3 Business Combinations has not been applied to acquisitions of subsidiaries or of interests in associates and joint ventures that occurred before January 1, 2010, the Company's date of transition.

(b) IFRS 2 Share-based Payment has not been applied to any equity instruments that were granted on or before November 7, 2002, nor has it been applied to equity instruments granted after November 7, 2002 that vested before January 1, 2009.

(c) The Company has elected under IFRS 1 First-time Adoption of IFRS to measure oil and gas assets at the date of transition at a deemed cost under Canadian GAAP.

(d) The Company has elected to apply the exemption from full retrospective application of decommissioning provisions as allowed under IFRS 1 First Time Adoption of IFRS. As such the Company has re-measured the provisions as at January 1, 2010 under IAS 37 Provisions, Contingent Liabilities and Contingent Assets, and estimated the amount to be included in the retained earnings on transition to IFRS.


(ii) IFRS Balance Sheet as at January 1, 2010

                                                       Effect of
                                  Notes   Canadian Transition to
                                 17(iii)      GAAP          IFRS       IFRS
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Assets
Current assets
Accounts receivable                         58,305             -     58,305
Due from private placement                   2,728             -      2,728
Financial derivative instruments             8,683             -      8,683
Prepaid expenses                             3,786             -      3,786
----------------------------------------------------------------------------
                                            73,502             -     73,502
----------------------------------------------------------------------------

Prepaid capital                                955             -        955
Financial derivative instruments             1,254             -      1,254
Oil and gas assets                       1,178,402             -  1,178,402
----------------------------------------------------------------------------
                                         1,180,611             -  1,180,611
----------------------------------------------------------------------------

----------------------------------------------------------------------------
                                         1,254,113             -  1,254,113
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Liabilities
Current liabilities
Accounts payable and accrued
 liabilities                                55,890             -     55,890
Distributions payable                       13,790             -     13,790
Provision for future performance     
 based compensation                  (d)     2,001         1,394      3,395
----------------------------------------------------------------------------
                                            71,681         1,394     73,075
----------------------------------------------------------------------------

Long-term debt                             435,000             -    435,000
Provision for future performance     
 based compensation                  (d)     1,041           (25)     1,016
Decommissioning provision            (c)    10,487         6,992     17,479
Deferred income taxes                (e)   123,421        68,486    191,907
----------------------------------------------------------------------------
                                           569,949        75,453    645,402
----------------------------------------------------------------------------

Unitholders' equity
Unitholders' capital                 (e)   500,407           812    501,219
Units to be issued                           2,728             -      2,728

Retained earnings                           99,749       (74,122)    25,627
Accumulated other comprehensive      
 income                              (e)     9,599        (3,537)     6,062
----------------------------------------------------------------------------
                                           612,483       (76,847)   535,636
----------------------------------------------------------------------------
                                         1,254,113             -  1,254,113
----------------------------------------------------------------------------
----------------------------------------------------------------------------


(ii) IFRS Balance Sheet as at June 30, 2010

                                                       Effect of 
                                  Notes   Canadian Transition to
                                 17(iii)      GAAP          IFRS       IFRS
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Assets
Current assets
Cash                                         9,276             -      9,276
Accounts receivable                         49,401             -     49,401
Financial derivative instruments            29,084             -     29,084
Inventory and prepaid expenses               5,635             -      5,635
----------------------------------------------------------------------------
                                            93,396             -     93,396
----------------------------------------------------------------------------

Financial derivative instruments             3,283             -      3,283
Oil and gas assets                   (f) 1,223,607         9,037  1,232,644
----------------------------------------------------------------------------
                                         1,226,890         9,037  1,235,927
----------------------------------------------------------------------------

----------------------------------------------------------------------------
                                         1,320,286         9,037  1,329,323
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Liabilities
Current liabilities
Accounts payable and accrued
 liabilities                                38,281             -     38,281
Distributions payable                       13,885             -     13,885
Provision for future performance     
 based compensation                  (d)     9,232        (2,986)     6,246
----------------------------------------------------------------------------
                                            61,398        (2,986)    58,412
----------------------------------------------------------------------------

Long-term debt                             430,000             -    430,000
Provision for future performance     
 based compensation                  (d)     2,311          (249)     2,062
Decommissioning provision            (c)    11,133        10,590     21,723
Deferred income taxes                (e)   124,303        73,650    197,953
----------------------------------------------------------------------------
                                           567,747        83,991    651,738
----------------------------------------------------------------------------

Unitholders' equity
Unitholders' capital                 (e)   584,996         1,554    586,550
Units to be issued                             994             -        994

Retained earnings                           76,227       (64,681)    11,546
Accumulated other comprehensive      
 income                              (e)    28,924        (8,841)    20,083
----------------------------------------------------------------------------
                                           691,141       (71,968)   619,173
----------------------------------------------------------------------------
                                         1,320,286         9,037  1,329,323
----------------------------------------------------------------------------
----------------------------------------------------------------------------


(ii) IFRS Balance Sheet as at December 31, 2010

                                                       Effect of
                                  Notes   Canadian Transition to
                                 17(iii)      GAAP          IFRS       IFRS
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Assets
Current assets
Cash                                         7,894             -      7,894
Accounts receivable                         55,876             -     55,876
Due from private placement                  12,423             -     12,423
Financial derivative instruments            25,247             -     25,247
Inventory and prepaid expenses               3,280             -      3,280
----------------------------------------------------------------------------
                                           104,720             -    104,720
----------------------------------------------------------------------------

Financial derivative instruments             2,664             -      2,664
Oil and gas assets                   (f) 1,347,191        20,678  1,367,869
----------------------------------------------------------------------------
                                         1,349,855        20,678  1,370,533
----------------------------------------------------------------------------

----------------------------------------------------------------------------
                                         1,454,575        20,678  1,475,253
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Liabilities
Current liabilities
Accounts payable and accrued
 liabilities                               113,592             -    113,592
Dividends payable                           15,825             -     15,825
Provision for future performance     
 based compensation                  (d)     5,567          (227)     5,340
----------------------------------------------------------------------------
                                           134,984          (227)   134,757
----------------------------------------------------------------------------

Long-term debt                             355,000             -    355,000
Provision for future performance     
 based compensation                  (d)     1,452           (83)     1,369
Decommissioning provision            (c)    11,926        12,808     24,734
Deferred income taxes                (e)   112,567         2,043    114,610
----------------------------------------------------------------------------
                                           480,945        14,768    495,713
----------------------------------------------------------------------------

Shareholders' equity
Shareholders' capital                (e)   754,493         1,338    755,831
Shares to be issued                         17,285             -     17,285

Retained earnings                           46,319         4,455     50,774
Accumulated other comprehensive      
 income                              (e)    20,549           344     20,893
----------------------------------------------------------------------------
                                           838,646         6,137    844,783
----------------------------------------------------------------------------
                                         1,454,575        20,678  1,475,253
----------------------------------------------------------------------------
----------------------------------------------------------------------------


(ii) Reconciliation of earnings and comprehensive income
for the three months ended June 30, 2010

                                                         Effect of
                                    Notes  Canadian  Transition to
                                   17(iii)     GAAP           IFRS     IFRS
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Revenue
Oil and gas sales                            63,002              -   63,002
Realized gain on hedges                      11,368              -   11,368
Royalties                                    (9,721)             -   (9,721)
----------------------------------------------------------------------------
Petroleum and natural gas sales,
 net                                         64,649              -   64,649
----------------------------------------------------------------------------

Expenses
Operating                                     4,612              -    4,612
Transportation                                1,578              -    1,578
General and administrative             (f)    1,075           (151)     924
Future performance based               
 compensation                          (d)    6,368         (3,277)   3,091
Interest                                      4,969              -    4,969
Accretion of decommissioning           
 liability                             (c)        -            168      168
Depletion and depreciation             (f)   21,906         (2,678)  19,228
----------------------------------------------------------------------------
                                             40,508         (5,938)  34,570
----------------------------------------------------------------------------
Earnings before taxes                        24,141          5,938   30,079
----------------------------------------------------------------------------

Taxes
Deferred income tax recovery           (e)      555           (250)     305

----------------------------------------------------------------------------
Earnings for the period                      24,696          5,688   30,384
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Other comprehensive income (loss)
Change in unrealized gain (loss)       
 on cash flow hedges                   (e)   (1,344)         4,997    3,653
Realized (gain) loss on cash flow
 hedges                                     (11,368)             -  (11,368)
----------------------------------------------------------------------------
Comprehensive income for the
 period                                      11,984         10,685   22,669
----------------------------------------------------------------------------
----------------------------------------------------------------------------


(ii) Reconciliation of earnings and comprehensive income
for the six months ended June 30, 2010

                                                         Effect of
                                    Notes  Canadian  Transition to
                                   17(iii)     GAAP           IFRS     IFRS
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Revenue
Oil and gas sales                           137,091              -  137,091
Realized gain on hedges                      17,253              -   17,253
Royalties                                   (18,894)             -  (18,894)
----------------------------------------------------------------------------
Petroleum and natural gas sales,
 net                                        135,450              -  135,450
----------------------------------------------------------------------------

Expenses
Operating                                     9,172              -    9,172
Transportation                                3,013              -    3,013
General and administrative             (f)    2,911           (441)   2,470
Future performance based               
 compensation                          (d)    8,501         (4,604)   3,897
Interest                                      9,381              -    9,381
Accretion of decommissioning           
 liability                             (c)        -            346      346
Depletion and depreciation             (f)   42,319         (5,345)  36,974
Gains on divestitures                  (f)        -              -        -
----------------------------------------------------------------------------
                                             75,297        (10,044)  65,253
----------------------------------------------------------------------------
Earnings before taxes                        60,153         10,044   70,197
----------------------------------------------------------------------------

Taxes
Deferred income tax recovery           (e)    1,418           (603)     815

----------------------------------------------------------------------------
Earnings for the year                        61,571          9,441   71,012
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Other comprehensive income (loss)
Change in unrealized gain (loss)       
 on cash flow hedges                   (e)   36,578         (5,304)  31,274
Realized (gain) loss on cash flow
 hedges                                     (17,253)             -  (17,253)
----------------------------------------------------------------------------
Comprehensive income for the year            80,896          4,137   85,033
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----------------------------------------------------------------------------


(ii) Reconciliation of earnings and comprehensive income
for the year ended December 31, 2010

                                                         Effect of
                                    Notes  Canadian  Transition to
                                   17(iii)     GAAP           IFRS     IFRS
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Revenue
Oil and gas sales                           275,081              -  275,081
Realized gain on hedges                      44,345              -   44,345
Royalties                                   (33,405)             -  (33,405)
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Petroleum and natural gas sales,
 net                                        286,021              -  286,021
----------------------------------------------------------------------------

Expenses
Operating                                    18,415              -   18,415
Transportation                                6,954              -    6,954
General and administrative             (f)    6,518         (2,880)   3,638
Performance based compensation         (d)   29,864              -   29,864
Future performance based               
 compensation                          (d)    3,978         (1,680)   2,298
Interest                                     20,057              -   20,057
Accretion of decommissioning           
 liability                             (c)        -            683      683
Depletion and depreciation             (f)   94,184        (10,414)  83,770
Gains on divestitures                  (f)        -         (2,249)  (2,249)
----------------------------------------------------------------------------
                                            179,970        (16,540) 163,430
----------------------------------------------------------------------------
Earnings before taxes                       106,051         16,540  122,591
----------------------------------------------------------------------------

Taxes
Deferred income tax recovery           (e)   15,787         62,036   77,823

----------------------------------------------------------------------------
Earnings for the year                       121,838         78,576  200,414
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Other comprehensive income (loss)
Change in unrealized gain (loss)       
 on cash flow hedges                   (e)   55,295            344   55,639
Realized (gain) loss on cash flow
 hedges                                     (44,345)             -  (44,345)
----------------------------------------------------------------------------
Comprehensive income for the year           132,788         78,920  211,708
----------------------------------------------------------------------------
----------------------------------------------------------------------------

(iii) Notes to the reconciliation of balance sheet, income statement and comprehensive income from Canadian GAAP to IFRS

(a) The Company has elected under IFRS 1 First-time Adoption of IFRS to measure oil and gas assets at the date of transition to IFRS on a deemed cost basis. The Canadian GAAP full cost pool was measured upon transition to IFRS as follows:

(i) No exploration or evaluation assets were reclassified from the full cost pool to exploration and evaluation assets; and

(ii) All costs recognized under Canadian GAAP under the full cost pool were allocated to the producing assets and undeveloped proved properties on a pro rata basis using reserve volumes.

(b) The recognition and measurement of impairment differs under IFRS from Canadian GAAP. In accordance with IFRS 1 the Company performed an assessment of impairment for all property, plant and equipment and other corporate assets at the date of transition. The testing on transition to IFRS did not result in impairment.

(c) Under Canadian GAAP asset retirement obligations were discounted at a credit adjusted risk free rate. Under IFRS the estimated cash flow to abandon and remediate the wells and facilities has been risk adjusted and the provision is discounted at a risk free rate. Upon transition to IFRS this resulted in a $7.0 million increase in the decommissioning provision with a corresponding decrease in retained earnings.

As a result of the change in the decommissioning provision, accretion expense for the three and six month periods ended June 30, 2010 and for the year ended December 31, 2010 was $0.2 million, $0.5 million and $0.7 million, respectively. In addition, under Canadian GAAP accretion of the discount was included in depletion and depreciation. Under IFRS it is included in accretion of decommissioning liability.

(d) Under Canadian GAAP, the Company recognized an expense related to their share-based payments on an intrinsic value basis. Under IFRS, the Company is required to recognize the expense using a fair value model and estimate a forfeiture rate. This increased provision for performance based compensation and decreased retained earnings at the date of transition by $1.4 million.

For the three and six month periods ended June 30, 2010 and year ended December 31, 2010 performance based compensation expense decreased by $3.3 million, $4.6 million and $1.7 million, respectively with a corresponding increase in retained earnings.

(e) Under IFRS it is required to account for the rate applicable to a trust rather than the rate applicable to a corporation. The reversal amounts related to the rate differential under the trust rate of 39% rather than the corporate rate of 25% which fully reversed in the comparative period. The result is that under IFRS the deferred tax liability at January 1, 2010 was $68.5 million higher than under Canadian GAAP with the offset a result of rate differential specific to the following three separate components.

First - The rate change on the tax pools of the Company is a $65.8 million reduction to retained earnings.

Second - The rate change on the Marked-to-Market of financial instruments is a $3.5 million to reduction to accumulated other comprehensive income.

Third - The rate change on the share issuance costs is a credit of $0.8 million to shareholders' capital.

After conversion to a Corporation on December 31, 2010 the rates applicable to the above would revert back to the 25% and an income inclusion in the period of $65.0 million substantially reversed the deferred tax liability and related account impacts.

(f) Upon transition to IFRS, the Company adopted a policy of depleting oil and natural gas interests on a unit of production basis over proved plus probable reserves. The depletion policy under Canadian GAAP was based on units of production over total proved reserves, less undeveloped land. In addition depletion was calculated at the Canadian cost centre level under Canadian GAAP. IFRS requires depletion and depreciation to be calculated at a unit of account level.

There was no impact of this difference on adoption of IFRS at January 1, 2010 as a result of the IFRS 1 election as discussed in Note 17(i)(c).

For the three and six month periods ended June 30, 2010 and year ended December 31, 2010 the change in policy to deplete oil and natural gas interest on proved plus probable reserves, the inclusion of undeveloped land and component accounting resulted in a net decrease to depletion and depreciation of $2.7 million, $5.3 million and $10.4 million with a corresponding change to property, plant and equipment.

As a result of specific general and administrative recoveries guidance under IFRS, the company has capitalized additional costs for the three and six month periods ended June 30, 2010 and year ended December 31, 2010 by $0.2 million, $0.4 million and $2.9 million, respectively with a corresponding increase in retained earnings.

(iii) Adjustments to the statement of cash flows

The transition from Canadian GAAP to IFRS had no material impact on cash flows generated by the Company.


Officers                                                                    
 Darren Gee                                     Glenn Booth                 
 President and Chief Executive Officer          Vice President, Land        

 Scott Robinson                                 David Thomas                
 Executive Vice-President and Chief Operating   Vice-President, Exploration 
 Officer                                                                    

 Kathy Turgeon                                  Stephen Chetner             
 Vice President, Finance and Chief Financial    Corporate Secretary         
 Officer                                                                    

Directors                                                                   
 Don Gray, Chairman                                                         
 Rick Braund                                                                
 Stephen Chetner                                                            
 Brian Davis                                                                
 Michael MacBean, Lead Independent Director                                 
 Darren Gee                                                                 
 Gregory Fletcher                                                           
 Scott Robinson                                                             

Auditors                                                                    
 Deloitte & Touche LLP                                                      

Solicitors                                                                  
 Burnet, Duckworth & Palmer LLP                                             

Bankers                                                                     
 Bank of Montreal                                                           
 Union Bank, Canada Branch                                                  
 BNP Paribas (Canada)                                                       
 Royal Bank of Canada                                                       
 Canadian Imperial Bank of Commerce                                         
 Alberta Treasury Branches                                                  
 Societe Generale (Canada Branch)                                           
 HSBC Bank Canada                                                           
 Canadian Western Bank                                                      

Transfer Agent                                                              
 Valiant Trust Company                                                      

Head Office                                                                 
 1500, 250 - 2nd Street SW                                                  
 Calgary, AB                                                                
 T2P 0C1                                                                    
 Phone: 403.261.6081                                                        
 Fax: 403.451.4100                                                          
 Web: www.peyto.com                                                         
 Stock Listing Symbol: PEY.TO                                               
                       Toronto Stock Exchange                               

Contact Information

  • Peyto Exploration & Development Corp.
    Darren Gee
    President and CEO
    (403) 237-8911
    (403) 451-4100 (FAX)
    www.peyto.com