Pengrowth-ConocoPhillips Transaction Highlights

Pengrowth Energy Trust (TSX: PGF.UN)(NYSE: PGH) -

A. Pengrowth

- Pengrowth has entered into an agreement to acquire Canadian oil and gas properties and undeveloped lands from a subsidiary of ConocoPhillips (the "CP Properties") for a purchase price of $1.0375 billion, subject to customary adjustments and regulatory approvals.

- The purchase of the CP Properties is the largest property acquisition made to date by a Canadian energy royalty trust. It further enhances the quality of Pengrowth's asset base and provides synergies in several of Pengrowth's focus areas.

- This acquisition will be effective November 1, 2006, and is expected to:

A. Increase Pengrowth's overall current production by 27 percent (or 21,625 boe per day - boe/d) to approximately 100,000 boe/d (before royalties) prior to future dispositions.

B. Increase Pengrowth's total proved plus probable reserves by approximately 22 percent or 65.8 million boe (on a company interest before royalties basis using escalated pricing).

C. Increase Pengrowth's overall proved plus probable reserves to approximately 360 million boe (on a company interest before royalties basis using escalated pricing).

D. Bring Pengrowth's total undeveloped land position to in excess of one million net acres prior to asset realization.

E. Increase Pengrowth's staff count to more than 640 team members.

F. Increase Pengrowth's market capitalization to about $5 billion.

- Pengrowth will make offers to about 87 field-based personnel associated with these properties very shortly; under the agreement, ConocoPhillips will continue to administer these properties until the end of April 2007.

- The acquisition will be supported by a committed senior bank facility, fully underwritten by the Royal Bank of Canada in the full amount of the purchase

price.

- Pengrowth has commenced a market offering of approximately 20 million trust units through a syndicate of underwriters, led by RBC Capital Markets.

- This transaction demonstrates the ability of Pengrowth to add significant value through acquisitions and when viewed together with the recent Esprit Energy Trust business combination and the Carson Creek acquisition, adds a combined 43,920 boe/d of production and 152.8 million boe of proved plus probable reserves.

B. ConocoPhillips Property Information

- The CP Properties being acquired are high working interest, legacy oil and gas producing properties that are similar to ones that Pengrowth has extensive experience managing.

- An independent evaluation by GLJ Petroleum Consultants Ltd. (dated November 1, 2006), indicates that the CP Properties have proved plus probable reserves of 65.8 million boe and proved reserves of 51.4 million boe (on a company interest before royalties basis using escalated prices).

- The CP Properties are expected to provide Pengrowth with a wide range of opportunities to add value through effective deployment of capital, including opportunities identified by Pengrowth on developed lands and approximately 375,000 additional net acres of undeveloped land.

- The acquisition includes:

- operatorship of two high working interest Swan Hills oil units, Goose River Unit #1 and Deer Mountain Unit #1 which are located in our Judy Creek/Swan Hills focus area;

- 39 degree gravity light oil at Red Earth;

- sizable working interest in two Harmattan units;

- shallow gas at Lethbridge, Alberta, and Freefight, Saskatchewan;

- quality light crude oil and coal bed methane in Fenn Big Valley;

- major participant in the Jenner and Bantry areas of southeast Alberta;

- more than 375,000 net acres of undeveloped land; and

- approximately 9,300 km of proprietary 2-D seismic and an interest in 50 3-D seismic surveys.


Contacts:
Pengrowth Management Limited
Shawn Howard
Director, Public & Government Affairs
(403) 266-8355
Website: www.pengrowth.com

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