Pengrowth Completes $461M Financing

On December 8, 2006, Pengrowth Energy Trust completed an offering of 24,265,000 trust units for gross proceeds of $461 million. The offering was underwritten by a group of underwriters led by RBC Capital Markets that included BMO Capital Markets, CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., TD Securities Inc., Merrill Lynch Canada, Inc., HSBC Securities (Canada) Inc., Canaccord Capital Corporation, Raymond James Ltd., Sprott Securities Inc., Dundee Securities Corporation, FirstEnergy Capital Corp., Peters & Co. Limited and Tristone Capital Inc. This offering was the first equity offering by a Canadian energy/royalty trust initiated after the Canadian federal government's announcement on October 31, 2006 regarding the taxation of publicly traded trusts and limited partnerships.

Pengrowth will use the net proceeds from the offering to finance a portion of the $1.0375 billion purchase price of certain Canadian oil and natural gas producing properties and undeveloped lands to be purchased by Pengrowth through the acquisition of the shares of subsidiaries of Burlington Resources Ltd., a subsidiary of ConocoPhilips Canada, which is anticipated to close in mid-January 2007. In the interim, the net proceeds will be invested, used for general corporate or trust purposes or used to reduce outstanding indebtedness.

In Canada, Pengrowth was represented by Charles Selby, vice-president and corporate secretary, and by Bennett Jones LLP with a team led by Brad Markel (securities and M&A) that included David Spencer, Paul Barbeau, Adam Rock, Kwang Lim and Jenny Kirkpatrick (securities and M&A) and Greg Johnson and Scott Bodie (tax). In the US, Pengrowth was represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team led by Edwin Maynard that included Andrew Foley and Aun Singapore (securities) and David Mayo and Sonia Inamdar (tax).

The underwriters were represented by Fraser Milner Casgrain LLP in Canada with a team that included Bill Jenkins, Dale Skinner, John Reynolds, Toby Allan and Keith Inman (securities) and Anne Calverley, Q.C. and Derek Kurrant (tax) and by Vinson & Elkins LLP in the US with a team that included Tom Mason, Alan Baden, Jim Prince and Allan Reiss (securities) and Tim Devetski (tax).


Bradley D. Markel Derek A. Kurrant Gregory M. Johnson David A. Spencer William K. Jenkins Paul Barbeau Dale E. Skinner Anne Calverley Keith Inman Scott Bodie Thoburn (Toby) B. Allan John E. P. Reynolds


Bennett Jones LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP Dentons Canada LLP Vinson & Elkins LLP