Pengrowth Energy Trust announces first quarter results

Pengrowth Energy Trust announces first quarter results
Stock Symbol: (PGF.A/PGF.B) - TSX; (PGH) - NYSE 


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

First quarter distributable cash before withholding reached record levels
increasing by 38 percent to $127.8 million compared to $92.9 million in the
first quarter of 2004. Actual cash distributions to unitholders in the first
quarter of 2005 totaled Cdn $0.69 per trust unit reflecting a payout ratio of
84 percent as compared to 90 percent for the same period in 2004. Based upon
the current forward market for commodity prices, it is proposed to maintain the
monthly cash distribution of $0.23 per trust unit through the second quarter
while continuing to reduce the payout ratio.

Pengrowth completed the successful acquisition of an additional 11.89 percent
working interest in Swan Hills Unit No. 1 with the trust?s working interest
now totaling 22.34 percent. The acquisition increased Pengrowth?s reserves
base by approximately five percent and added an estimated 12.0 million boe of
proved plus probable reserves.

Continued strength in commodity prices, crude oil in particular, has
contributed to solid operating results. Pengrowth?s average realized light oil
price increased 34 percent from $40.57 in the first quarter of 2004 to $54.42
in the first quarter of 2005 and on a total barrels of oil equivalent basis,
Pengrowth?s average realized price increased 12 percent from $39.91 to $44.53
for the same periods, respectively.

Total production in the first quarter of 2005 averaged 59,082 boe per day, an
increase of 29 percent over the first quarter of 2004 due mainly to the
additional production associated with the Murphy Assets, an additional shipment
of condensate at SOEP during the quarter and one month?s production associated
with the Swan Hills Unit No. 1 acquisition.

During the first quarter, Pengrowth announced an Arrangement Agreement with
Crispin Energy Inc. to acquire all of the issued and outstanding shares of
Crispin. This represents the first public corporate acquisition for Pengrowth
and is scheduled to close by the end of April, 2005. The transaction is
expected to be accretive to unitholders and add proved reserves of 3.9 mmboe
and proved plus probable reserves of 5.2 mmboe. The transaction will also
increase Pengrowth's exposure to a coal bed methane play and will increase
Pengrowth's Canadian resident trust unit ownership above the ownership
threshold of 50.25 percent.

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

  Summary of Financial and Operating Results


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                   Summary of Trust Unit Trading Data

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

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

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

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

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


  Note Regarding Forward-Looking Statements


This discussion and analysis contains forward-looking statements. These
statements relate to future events or our future performance. In some cases,
you can identify forward-looking statements by terminology such as "may",
"will", "should", "expect", "plan", "anticipate", "believe", "estimate",
"predict", "potential", "continue", or the negative of these terms or other
comparable terminology. These statements are only predictions. A number of
factors, including the business risks discussed below, may cause actual results
to vary materially from these estimates. Actual events or results may differ
materially. In addition, this discussion contains forward-looking statements
attributed to third party industry sources. Readers should not place undue
reliance on these forward-looking statements.

When converting natural gas to equivalent barrels of oil within this
discussion, Pengrowth uses the international standard of 6 thousand cubic feet
(mcf) to one barrel of oil equivalent (boe). Production volumes and revenues
are reported on a gross basis (before crown and freehold royalties) in
accordance with Canadian practice. All amounts are stated in Canadian dollars
unless otherwise specified.

Non-GAAP Financial Measures

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

Overview

During the first quarter, Pengrowth successfully completed the acquisition of
an additional 11.89 percent working interest in the Swan Hills Unit No.1
property for $87 million. This acquisition increased Pengrowth's total interest
in the property to 22.34 percent and added estimated proved plus probable
reserves, as evaluated effective October 1, 2004 by Gilbert Laustsen Jung
Associates Ltd.(GLJ), of 12.0 million boe, an increase of approximately 5
percent to Pengrowth's reserve base. Pengrowth funded the purchase through
existing bank facilities.

Continued strength in commodity prices and additional production from the
Murphy acquisition, which closed on May 31, 2004, had a favourable impact on
2005 first quarter results relative to the first quarter of 2004.

Net Income

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

Production

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

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


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

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




Light oil production volumes decreased 5 percent in the first quarter compared
to the first quarter of 2004. The Murphy acquisition and development activities
over the past year have contributed to partially offset natural production
declines occurring in the northeast B.C. projects of Rigel and Squirrel as well
as lower volumes from Judy Creek.

Heavy oil production comes from the recently acquired Murphy properties,
including working interests in Tangleflags and Bodo, both in Saskatchewan.

Natural gas production increased 34 percent in the first quarter of 2005
compared to the first quarter of 2004. Additional gas volumes of 40 mmcf per
day from the Murphy properties, as well as incremental volumes from development
activities mitigated the impact of natural production declines. Of note was
increased gas production from the Monogram, Tilley and Cessford areas where
shallow gas development in the Milk River, Medicine Hat and Second White Specs
formations added a further 9.6 mmcf per day of production compared to first
quarter 2004 levels. SOEP gas production decreased in the first quarter of 2005
as compared to the same period in 2004 due mainly to a well workover at the
Venture 1 well.

Natural gas liquids (NGL) production increased by 38 percent in the first
quarter of 2005 over the first quarter of 2004. The fluctuation in NGL sales
from quarter to quarter is due mainly to the timing of condensate sales from
SOEP. Two condensate shipments were made in the first quarter of 2005, totaling
approximately 135,000 barrels, compared to a partial shipment of 11,000 barrels
in the same period last year. Pengrowth would normally anticipate one shipment
of condensate per quarter.

Prices

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

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


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

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




Pengrowth's average light oil price increased 34 percent in the first quarter
of 2005 compared to the first quarter of 2004. Although the West Texas
Intermediate (WTI) benchmark price increased 42 percent in the first quarter of
2005 compared to the same period last year, it was partially offset by a 7
percent decrease in the value of the U.S. dollar relative to the Canadian
dollar and a small negative adjustment in Pengrowth's average field quality
differentials relative to benchmark pricing.

Pengrowth's average natural gas price for the first quarter of 2005 remained
constant at $6.84 per mcf compared to $6.82 per mcf over the same period last
year. Pengrowth's average natural gas prices remained relatively stable year
over year reflective of the small increase (1.4 percent) in the AECO average
price. NYMEX average prices increased by 10.2 percent but this was partially
offset by a weaker U.S. dollar relative to the Canadian dollar. Pengrowth did
not experience the full effect of increased market prices as certain fixed
price gas contracts which were part of the Murphy acquisition partially offset
the increase in market prices.

Price Risk Management Program

Pengrowth uses forward and futures contracts to manage its exposure to
commodity price fluctuations and to provide a measure of stability to our
monthly cash distributions.

In the first quarter of 2005, Pengrowth realized a net hedging loss of $0.1
million related to natural gas financial swap contracts, compared to a net
hedging loss of $4.7 million for the same period last year. With the continued
strength in crude oil prices in the first quarter, Pengrowth realized a net
hedging loss of $6.6 million on crude oil price swap transactions, compared to
a loss of $7.1 million in the first quarter of 2004.

In conjunction with the purchase of the Murphy Assets on May 31, 2004,
Pengrowth assumed certain fixed price natural gas sales contracts associated
with the Murphy reserves. Under these contracts, Pengrowth is obligated to sell
3,886 MMBTU per day, until April 30, 2009 at an average contract price of Cdn
$2.27 per MMBTU.

Pengrowth currently has 10,000 barrels per day of crude oil hedged for the
remainder of 2005 at an average price of Cdn $54.39 per barrel and a further
4,000 barrels per day is hedged for 2006 at Cdn $64.08 per barrel. Western gas
production of 2,370 MMBTU per day is hedged at an average price of $8.35 per
MMBTU for the period of May 1 to December 31, 2005 and a further 2,370 MMBTU
per day is hedged at $8.03 per MMBTU for 2006. Eastern gas production of 18,500
MMBTU per day is hedged at an average delivered price of $9.51 per MMBTU for
the remainder of 2005 and 2,500 MMBTU per day is hedged at $10.63 for 2006. The
details of Pengrowth's commodity hedges are provided in Note 8 to the financial
statements.

At March 31, 2005, the mark-to-market value of Pengrowth's commodity hedges
represented a potential loss of $41.1 million consisting of a loss of $4.7
million on natural gas contracts and $36.4 million for crude oil contracts.

Royalties

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

Operating Costs

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

Injectants for Miscible Floods

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

At March 31, 2005, the balance of unamortized injectant costs was $27.2
million.

Operating Netbacks

There is no standardized measure of operating netbacks and therefore, operating
netbacks, as presented below, may not be comparable to similar measures
presented by other companies. Certain assumptions have been made in allocating
operating expenses, other production income, other income and royalty injection
credits between light crude oil, heavy oil, natural gas and natural gas liquids
production.

Operating netbacks increased by approximately 8 percent reflecting the overall
increase in oil and gas prices during the quarter offset partially by the
increase in operating costs per boe.

  Combined Netbacks

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

  Light Crude Netbacks                 Natural Gas Netbacks

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

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

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

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

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

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

  Heavy Oil Netbacks                   Natural Gas Liquids Netbacks

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

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

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

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

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


  General and Administrative


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

Management Fees

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

Interest

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

Depletion and Depreciation

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

Distributions and Taxability of Distributions

Pengrowth generated $127.8 million ($0.83 per trust unit outstanding) of
distributable cash before withholding related to first quarter 2005 operations,
compared to $92.9 million ($0.74 per trust unit outstanding) in 2004.
Distributions paid or declared of $106 million (2004 - $83 million) equates to
approximately 84 percent of funds generated from operations (2004 - 90
percent). Pengrowth's recent practice has been to withhold approximately 10
percent of cash available for distribution to repay debt and/or contribute to
capital spending. The Board of Directors may decide to increase (or decrease)
the amount withheld in the future, depending on a number of factors, including
expectations for future commodity prices, capital expenditure requirements and
opportunities, the impact of increased (or decreased) withholdings on the
taxability of the Trust and the availability of debt and equity capital. Board
discretion with respect to withholding is subject to a maximum withholding
amount of 20 percent of gross revenues, as approved by unitholders at the 2003
annual general meeting. Given the level of current commodity prices,
Pengrowth's increased development opportunities from recent acquisitions and
ongoing maintenance requirements, Pengrowth expects monthly distributions to
remain at $0.23 per trust unit for the second quarter of 2005.

Cash distributions are paid to unitholders on the 15th day of the second month
following the month of production. Pengrowth paid $0.69 per trust unit as cash
distributions during the first quarter of 2005.

There is no standardized measure of distributable cash and therefore
distributable cash, as reported by Pengrowth, may not be comparable to similar
measures presented by other trusts. The following table provides a
reconciliation of distributable cash for the first quarter ended March 31, 2005
and 2004.

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

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

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



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

Liquidity and Capital Resources

Pengrowth's long term debt at March 31, 2005 was $441.9 million, compared to
$345.4 million at December 31, 2004 and $262.3 million at March 31, 2004.
During the first quarter, Pengrowth added $95 million of new debt. Of that
amount $87 million was utilized to fund the acquisition of the additional
interest in the Swan Hills property with the remainder to fund ongoing
maintenance and development activities. Capital expenditures, excluding
acquisitions, of $46 million were financed through the combination withholdings
on distributions of $13 million, DRIP issues and option proceeds of $10
million, additional debt of $8 million and a reduction in cash and working
capital of $15 million.

Approximately $152 million of the $375 million credit facility remains
unutilized at March 31, 2005. In addition, Pengrowth has a $35 million demand
operating line of credit. The remainder of Pengrowth's debt outstanding at the
end of the first quarter 2005 is U.S. dollar denominated fixed rate term debt,
details of which are provided in Note 2 to the financial statements. Due to the
decrease in the value of the Canadian dollar relative to the U.S. dollar, an
unrealized loss of $1.5 million has been recorded in the quarter ended March
31, 2005 on the U.S. dollar denominated debt with a total unrealized gain of
$48.3 million recorded since the debt issuance in April 2003.

At the end of the first quarter of 2005, Pengrowth was capitalized with 25
percent total debt (net of cash balances) and 75 percent equity, as compared
with 4 percent debt and 96 percent equity at the end of the first quarter of
2004 (based on quarter-end market capitalization). The Trust's net debt to
annualized cash flow from operations was approximately 0.9 times at the end of
the first quarter of 2005, as compared to 0.2 times at the end of the first
quarter of 2004 when significant cash balances were held.

Acquisitions

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

Capital Spending

Capital expenditures for the three months ending March 31, 2005 totaled $45.5
million including $10.7 million at Judy Creek, $3.0 million at SOEP, $2.8
million at Squirrel, $2.5 million at Weyburn and $2.3 million at Swan Hills.
Capital expenditures increased at Swan Hills due in part to the acquisition of
an additional working interest at the unit with capital spent in the first
quarter on drilling three hill slide wells which will be completed and tied-in
during the second quarter.

Pengrowth expects to spend a total of approximately $159.6 million on
development activities in the remaining three quarters of 2005 for a total
revised capital program of approximately $205 million for full year 2005. This
compares to Pengrowth's previous guidance of $171.1 million provided in the
Annual Report and reflects the addition of capital resulting from both the Swan
Hills and Crispin acquisitions as well as an additional level of risked capital
associated with development opportunities currently viewed as having a greater
likelihood of initiation during 2005 than previously estimated. Approximately
50% of first quarter capital expenditures have been funded through the 10%
holdback from distributable cash, DRIP issues and options proceeds.

Summary of Quarterly Results

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

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

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

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


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

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

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


  Outlook


Based on first quarter 2005 production results, Pengrowth expects daily average
production of approximately 56,500 to 58,500 boe per day for the full year
2005. This estimate incorporates production additions from the Swan Hills
acquisition, Pengrowth's 2005 development program and the additional production
expected as a result of the Crispin acquisition, offset by the impact of normal
production declines.

In line with Pengrowth's previous guidance total operating costs for 2005 are
expected to increase to approximately $200.0 million including a full year of
costs from the Murphy Assets and those associated with the Swan Hills and
Crispin acquisitions. Assuming Pengrowth's average production results for 2005
are as forecast above, Pengrowth now estimates 2005 operating costs per boe of
between $9.25 and $9.58 and combined G&A and management fees of approximately
$1.91 to $1.97 per boe.

Pengrowth currently anticipates capital expenditures for maintenance and
development of approximately $205 million for 2005. An additional $188 million
was incurred to complete the Crispin and Swan Hills acquisitions. Pengrowth
currently anticipates the successful completion of the acquisition of Crispin
in the second quarter. The acquisition will be financed by a unit for share
exchange with Crispin shareholders.

Assuming that current levels of commodity prices continue, subject to Board
approval, Pengrowth expects monthly distributions during the second quarter
will be maintained at $0.23 per unit which represent a 74 percent to 79 percent
payout of distributable cash (before withholding).

To the extent that Class A trust units in the future represent less than the
ownership threshold of 49.75 percent, conversion of a limited number of Class B
trust units to Class A trust units will be permissible under the Trust
Indenture. Pengrowth intends to implement a new form of reservation system in
order to provide all unitholders with an equal and orderly opportunity to
convert Class B trust units into Class A trust units. All registered and
beneficial unitholders will have the opportunity to participate in the
reservation system by providing an appropriate form to Computershare Trust
Company of Canada (Computershare). Pengrowth is currently working with
Computershare to implement this system but is delaying the implementation of
the conversion program pending further discussions with the Department of
Finance. Pengrowth expects the system could be operational in the second half
of 2005.

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

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

                             CONFERENCE CALL

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

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


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



  Operations Review

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                         PENGROWTH ENERGY TRUST

               UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 2005



                       Consolidated Balance Sheets

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

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

                                                      105,320      104,667

  REMEDIATION TRUST FUNDS                               8,572        8,309

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

  GOODWILL                                            170,619      170,619

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


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

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


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

                                                      203,217      183,213

  NOTE PAYABLE                                         20,000       20,000

  CONTRACT LIABILITIES                                 16,896       18,216

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

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

  FUTURE INCOME TAXES                                  75,183       75,628

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

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

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

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

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

  See accompanying notes to the consolidated financial statements.



       Consolidated Statements of Income and Accumulated Earnings

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


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

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

  NET REVENUE                                         203,578      144,774

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

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


  INCOME BEFORE TAXES                                  57,166       39,194

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

                                                          852          542

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

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


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


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

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



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

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

  See accompanying notes to the consolidated financial statements.



                  Consolidated Statements of Cash Flow

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


  CASH PROVIDED BY (USED FOR):

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

  Funds generated from operations                     126,407      91,798

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

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


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

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


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

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


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

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


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

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

  See accompanying notes to the consolidated financial statements.



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

  1.  SIGNIFICANT ACCOUNTING POLICIES

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

      LONG-TERM INCENTIVE PLAN

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

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

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

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

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

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


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

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

  3.  TRUST UNITS

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

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

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


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

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

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


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

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

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

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


      Class B Trust Units:

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

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

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

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


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

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

      Contributed Surplus

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

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

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


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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

  4.  ASSET RETIREMENT OBLIGATIONS

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

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

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


  5.  DEFERRED CHARGES

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

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

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


  6.  FOREIGN EXCHANGE LOSS (GAIN)

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

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

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


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

  7.  OTHER CASH FLOW DISCLOSURES

      Change in Non-Cash Operating Working Capital

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

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


      Change in Non-Cash Investing Working Capital

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

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


      Cash Payments

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

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


  8.  FINANCIAL INSTRUMENTS

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

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

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

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

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


      Natural Gas:

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


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

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

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

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

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


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


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

      (x)(x) Reference price based on AECO

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

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

  9.  SUBSEQUENT EVENT

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


DATASOURCE: Pengrowth Energy Trust; Pengrowth Corporation



CONTACT: For further information about Pengrowth, please visit our

website http://www.pengrowth.com/ or contact: Investor Relations, Calgary
Telephone:

[phone], Toll Free: 1-800-223-4122, Facsimile: [phone];

Investor Relations, Toronto Telephone: [phone], Toll Free:

1-888-744-1111, Facsimile: [phone]

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