pengrowth 2002 q1

E N E R G Y T R U S T

Vision Courage Commitment Performance

F I R S T Q U A R T E R R E S U L T SM A R C H 3 1 , 2 0 0 2

H I G H L I G H T S

Production was 13% higher for the first quarter of 2002 at 41,859 boe per day, as compared to 37,026 boe per day

for the first quarter of 2001. First quarter 2002 production was weighted 44% to crude oil,

44% to natural gas and 12% to natural gas liquids.

•Long-term debt at March 31, 2002 was $339.1 million, compared to $345.5 million at year-end 2001,

representing a $6.4 million reduction.

•First-quarter 2002 capital spending totaled $11.4 million versus $13.9 million for the same period in 2001

and included $7.9 million allocated to drilling, completions and tie-ins, $2.9 million for facilities

and $0.6 million for lease acquisition costs.

•At the end of April, prices for both crude oil and natural gas were higher than first-quarter 2002 averages,

which is expected to result in increased distributable income over the near term.

Pengrowth’s average realized price declined by 43% to $24.32 per boe in the first quarter of 2002

from $42.90 per boe in the first quarter of 2001.

•Distributable income for the first quarter 2002 decreased 54% from the same period in 2001 to $33.1 million,

while distributable income on a per unit basis was 64% lower at $0.41.

•On April 10, 2002 Pengrowth was successfully listed on the New York Stock Exchange (NYSE).

The listing is a major milestone in the Trust’s history, potentially expanding access to U.S. capital markets.

Note regarding currency: All figures contained within this report are quoted in Canadian dollars

unless otherwise indicated.

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2 P E N G R O W T H E N E R G Y T R U S T

Financial and Operating Highlights

(thousands, except per unit amounts) (unaudited)

Quarter ended March 31 2002 2001 % Change

INCOME STATEMENTOil and gas sales $ 91,634 $ 142,961 -36%Net income $ 442 $ 41,908 -99%Net income per unit $ 0.005 $ 0.655 -99%Distributable income $ 33,118 $ 72,071 -54%

Distributable income per trust unitBased on weighted average units outstanding $ 0.403 $ 1.126 -64%Based on actual distributions paid or declared $ 0.410 $ 1.140 -64%

Weighted average number of units outstanding 82,266 63,988 +29%

BALANCE SHEETWorking capital $ (22,663) $ (24,411) -7%Property, plant and equipment and other assets $1,175,673 $ 1,078,910 +9%Long-term debt $ 339,085 $ 346,847 -2%Unitholders' equity $ 785,387 $ 615,340 +28%

UNIT TRADINGHigh $ 16.23 $ 21.25 Low $ 13.25 $ 18.70 Close $ 16.13 $ 19.85

Value $ 165,670 $ 176,250 -6%Volume 11,395 8,784 +30%

DAILY PRODUCTIONCrude oil (barrels) 18,510 20,433 -9%Natural gas (thousands of cubic feet) 110,050 73,654 +49%Natural gas liquids (barrels) 5,001 4,352 +15%Other 5 - Total production (BOE) 6:1 41,859 37,026 +13%

PRODUCTION INCREASE(6:1 boe) (year over year) +13% +7%

PRODUCTION PROFILE (6:1 conversion) % of totalCrude oil 44% 55%Natural gas 44% 33%Natural gas liquids 12% 12%

AVERAGE PRICESCrude oil (per barrel) $ 32.62 $ 40.35 -19%Natural gas (per mcf ) $ 2.84 $ 8.30 -66%Natural gas liquids (per barrel) $ 22.71 $ 40.94 -45%Average price per BOE 6:1 $ 24.32 $ 42.90 -43%

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P E N G R O W T H E N E R G Y T R U S T 3

NOTE REGARDING FORWARD-LOOKING STATEMENTSThis 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.

Distributable Income

Distributable income decreased 54% to $33.1 million for the first quarter of 2002, compared to $72.1 million in the first quarter

of 2001. Distributable income per unit decreased 64% to $0.41 per trust unit in the first quarter of 2002 compared to $1.14 per trust

unit in the first quarter of 2001. Lower distributable income during the quarter is due primarily to lower crude oil and natural

gas prices.

The following is a summary of recent monthly distributions and future key dates:

Ex-Distribution Record Date Distribution Distribution AmountDate * Payment Date per Trust Unit

December 27, 2001 December 31, 2001 January 15, 2002 $ 0.13January 30, 2002 February 1, 2002 February 15, 2002 0.13February 27, 2002 March 1, 2002 March 15, 2002 0.13March 27, 2002 April 1, 2002 April 15, 2002 0.13April 29, 2002 May 1, 2002 May 15, 2002 0.15May 30, 2002 June 3, 2002 June 15, 2002June 26, 2002 June 28, 2001 July 15, 2002July 29, 2002 July 31, 2002 August 15, 2002August 28, 2002 August 30, 2002 September 15, 2002September 26, 2002 September 30, 2002 October 15, 2002October 29, 2002 October 31, 2002 November 15, 2002November 28, 2002 December 2, 2002 December 15, 2002

*To benefit from the monthly cash distribution, unitholders must purchase or hold trust units prior to the ex-distribution date.

Pengrowth Annual Cash Distributions(cents Canadian)

Management’s Discussion and Analysis

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PricesSubstantially all of the decline in distributable income for the first quarter can be attributed to lower natural gas and crude oil prices.

Pengrowth’s average price per BOE of production decreased 43% from $42.90/boe in the first quarter of 2001 to $24.32/boe in the

first quarter of 2002.

Average Prices C$ Three months ended March 31,2002 2001 % Change

Crude oil (per bbl) 32.62 40.35 -19%

Natural gas (per mcf ) 2.84 8.30 -66%

Natural gas liquids (per boe) 22.71 40.94 -45%

Total per boe (6:1) 24.32 42.90 -43%

Pengrowth’s average crude oil price declined by 19% in the first quarter of 2002 compared to the first quarter of 2001, reflecting a

21% decrease in the WTI benchmark price for crude oil over the same period, after adjustment for the weaker Canadian exchange

rate relative to the U.S. dollar in 2002.

Pengrowth’s average natural gas price declined by 66% from $8.30 per mcf in the first quarter of 2001 to $2.84 per mcf in the first

quarter of 2002. This decrease reflects the decline in North American natural gas prices from the record high prices experienced in

the first quarter of 2001.The AECO monthly gas index price fell 69% and the NYMEX Henry Hub gas price index decreased 67% over

the same period.

ProductionTotal BOE production increased 13% in the first quarter of 2002, compared to the first quarter of 2001.

Daily Production Three months ended March 312002 2001 % Change

Crude oil (bbls/d) 18,510 20,433 -9%

Natural gas (mcf/d) 110,050 73,654 +49%

Natural gas liquids (bbls/d) 5,001 4,352 +15%

Total boe/d (6:1) 41,859 37,026 +13%

Pengrowth’s production portfolio in the first quarter of 2002 was weighted 44% towards crude oil, 44% natural gas and the

remaining 12% natural gas liquids.

Oil production volumes have declined as a result of lower natural production at existing properties, the sale of the Virginia Hills

property in January of 2002, and other non-core asset dispositions in the first quarter of 2002.


AECO Gas Price($C/mcf)

WTI Oil Price($US/bbl)

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First quarter natural gas production volumes have increased

49% compared to the first quarter of 2001.This increase can

be attributed to the acquisition of the Sable Offshore

Energy Project in June 2001 and an increased interest in the

Kaybob Notikewan Unit effective March 2001.

Natural gas liquids volumes increased 15% in the first quarter

of 2002 compared to the first quarter of 2001, reflecting the

addition of volumes from Sable, offset in part by declines at

other properties and greater use of production volumes for

re-injection at Judy Creek.

Price Risk Management Program

Pengrowth has entered into financial swap transactions that fix the price on:

7,000 mmbtu per day SOEP natural gas until the end of 2004 at an estimated average Goldboro netback price of US$2.77 per mmbtu

5,000 mmbtu per day of SOEP natural gas for the years 2003 and 2004 at an estimated Goldboro netback price of $5.03 per mmbtu

(all SOEP pricing subject to variations in transportation costs).

4,000 barrels of oil per day of crude oil, including foreign exchange risk, for the remainder of 2002 at an average price of $36.85 per barrel

6,785 mcf per day of Alberta natural gas for the remainder of 2002 at an average plantgate price of $2.99 per mcf.

In the first quarter of 2002, Pengrowth realized a net hedging gain of $0.3 million related to fixed price gas contracts (as compared

to monthly AECO average spot prices) and natural gas financial swap contracts. Net hedging gains realized on crude oil price swap

transactions were $0.5 million.

Interest Rate Swaps

Pengrowth has entered into interest rate swaps on $125 million of its long term debt for three year periods ending in November 2004

($75 million), December 2004 ($25 million) and March 2005 ($25 million), at an average interest rate of 4.09% before stamping fees.

The estimated fair value of these interest rate swaps at March 31, 2002 (the amount that Pengrowth would receive to terminate these

contracts) was $2.5 million.

Net IncomeNet income for the first quarter of 2002 decreased 99% to $0.4 million compared to $41.9 million for the first quarter of 2001. The

majority of the decline is attributable to lower commodity prices in the first quarter of 2002.

Operating CostsFor the first three months of 2002, operating costs were $27.5 million ($7.31 / boe), compared to $21.6 million ($6.49/boe) for the

first three months of 2001. The increase in operating costs is attributable to property acquisitions since the first quarter of 2001,

including Kaybob Notikewan in March 2001 and the Sable acquisition in June 2001, offset in part by lower operating costs at many

existing properties, due to lower electricity costs in Alberta in 2002 compared to the prior year.

Average Daily Production(boe/day)

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Injectants for Miscible FloodDuring the first three months of 2002, Pengrowth purchased $3.3 million of injectants for miscible floods and expensed a related

$12.1 million against distributable income. Pengrowth amortizes the cost of injectants purchased from third parties against

distributable income over the period of expected future economic benefit, which is currently 30 months. In recent months,

amortization has exceeded purchases and the balance of deferred injectant costs is being drawn down. Based on current miscible

flood programs and prevailing gas prices, this trend is expected to continue for the remainder of 2002.At March 31, 2002, the balance

of unamortized injectant costs was $54.2 million.

Disposition of Non-Core PropertiesAs part of Pengrowth’s on going program of reviewing its portfolio of properties, a number of minor properties were offered for sale

in the first quarter of 2002. On January 17, Virginia Hills Unit was sold for proceeds of $4.5 million prior to adjustments. Subsequent

to quarter end, on April 30, a disposition package including Pengrowth’s interest in Strachan, North Pembina Cardium Unit, Minehead

and Niton were sold for total proceeds of $40.2 million, before adjustments. Net proceeds of these dispositions have been applied

towards long term debt. Total first quarter production recorded from these four properties was as follows:

Oil (bpd) 412

Gas (mcf/d) 6,065

NGLs (bpd) 268

Total (boepd 6:1) 1,690

Financial ResourcesPengrowth’s long-term debt at March 31, 2002 was $339.1 million, compared to $345.5 million at December 31, 2001. The decrease

in debt is attributable to amortization of injectants and dispositions of non-core properties offset by capital spending:

Long-term Debt Continuity $ millions

Balance at December 31, 2001 $345.5

Difference between solvent purchases and expenses (8.8)

Dispositions, net of adjustments (5.0)

Capital expenditures, excluding acquisitions 11.4

Proceeds from the issue of trust units pursuant to option exercises and DRIP (0.9)

Change in working capital and Remediation Trust Fund (3.1)

Balance at March 31, 2002 $339.1

The ratio of debt to trailing 12-month distributable income at March 31, 2002 was 1.9 times. After the sale of non-core properties on

April 30, 2002, as discussed above, this ratio is reduced to approximately 1.7 times. Distributable income covered interest expense by

10 times in the first three months of 2002.

Reconciliation of Distributions to Funds Generated from OperationsThe following table demonstrates Pengrowth’s current policy of distributing all of the funds generated by operations, after adjusting

for the manner in which Pengrowth amortizes miscible injectant costs. The practice of amortizing injectant costs over 30 months

creates a temporary difference that reverses over time.

A comparison of the “Distributions” amount shown on Pengrowth’s Consolidated Statement of Cash Flow to “Funds Generated from

Operations”also requires an adjustment for the two-month time lag between when funds are generated by the business and when

they are paid to unitholders.

P5-15 Pengrowth-Q1_2.0 5/22/02 5:45 PM


Reconciliation of Distributions to Funds Generated From Operations

Consolidated Statement of Cash Flow Three months ended March 31, 2002

$ millions

Distributions per Statement of Cash Flow $32.1

Subtract: Distributions paid in 2002 but earned in 2001

(Distributions payable December 31, 2001) (22.2)

Add: Distributions earned in the first quarter but unpaid at March 31, 2002

(February and March distributions and any balance unpaid) 23.2

Total Adjusted Distributions for the period (Distributable Income) $33.1

Purchase of injectants for miscible floods (3.3)

Amortization of injectants for miscible flood 12.1

Items included in Distributable Income but not in Net Income

(e.g. remediation trust fund contributions in excess of expenses) 0.4

Funds Generated From Operations $42.3

Capital SpendingCapital expenditures for the three months ending March 31, 2002 totaled $11.4 million as compared with $13.9 million for the same

period in 2001. Of the $11.4 million, $7.9 million was spent on drilling, completion and tie-ins, $2.9 million was spent on facilities and

$0.6 was spent on lease acquisition costs. The majority of these costs were spent on development programs at Judy Creek ($3.4

million) McLeod River ($1.1 million), Sable ($1.0 million), Weyburn ($1.1 million), and Goose River ($1.8 million).

First quarter development activities at Pengrowth’s major properties include the following:

At Judy Creek:Initiatives were undertaken by field operations to optimize on-site solvent usage and thereby reduce solvent purchases.

Shut-off of a high permeability streak in an ‘A’ Pool well increased oil production by 100 bpd.

Zonal isolation jobs on two ‘B’ pool wells increased oil production by 82 bpd.

Pengrowth is continuing to study CO2 potential for Judy Creek and other Swan Hills properties in which we hold a working interest.

Judy Creek – Swan Hills Development Activity

Review of Development Activities

P5-15 Pengrowth-Q1_2.0 5/22/02 5:45 PM


At McLeod River:Pengrowth drilled, completed and tied in one natural gas well (100% interest).The well came on production on March 28, 2002 and

is currently producing 1.5 mmcf/day.

One natural gas well was re-completed, resulting in an increase in production of 300 mcf/d, net to Pengrowth.

Pengrowth received approval to co-mingle two new wells, which resulted in increased production of 300 mcf/d, net to Pengrowth.

At Nipisi:Received regulatory approval to initiate water injection at a well drilled in 2001; commenced injection in late March.

At Enchant:Pengrowth farmed out two LSD’s and one well was drilled at no cost to Pengrowth.

Some offsetting acreage was acquired with a partner at the March 6 land sale. Development plans are currently being evaluated.

A solution gas pipeline was constructed to an Anadarko facility which will result in reduced processing fees and down time.

At Weyburn Unit:The CO2 miscible flood program continued to show positive results during the first quarter of 2002, with incremental oil production

from 19 producers in Phase 1A now exceeding 500 barrels per day, net to Pengrowth.

The operator is proceeding with the development of Phase 1B which will ultimately encompass 17 injection patterns. The first two

injection patterns in Phase 1B are scheduled to commence injection in August and the next two in September, with the associated

producers expected to come on stream in September 2002 and January 2003 respectively.

During the first quarter, eight horizontal wells were drilled to complete existing waterflood patterns. Each well has been rig released

and is anticipated to have oil potential.

McLeod River - 2001/2002 Drilling Activity

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At Goose River:Two new wells which were drilled in the third quarter of 2001 are now tied in and are producing at a combined rate of 360 bbls of

oil per day (152 bbls per day net to Pengrowth).

Miscible pattern number 3 is performing better than expectations.

Sable UpdateSable raw gas production averaged 545 mmcf per day (45.8 mmcf per day net to Pengrowth) during the first quarter of 2002. This

compares with average raw gas production of 480 mmcf per day (40.3 mmcf per day net) during the first quarter of 2001.

Pengrowth has also entered into a contract to supply 25,000 Mmbtu of natural gas to a U.S. based power plant currently under

construction. The contract begins upon plant startup which is expected to occur in the Autumn of 2002.

2002 Tax Estimate UpdatePengrowth estimates that in the current commodity price environment, approximately 50% of distributions paid in 2002 will be

taxable to unitholders, with the remainder of distributions treated as return of capital and thus tax deferred. The taxability may be

reduced if Pengrowth makes additional acquisitions and issues new equity during the balance of the year.

New Capital MarketsOn April 10, 2002, Pengrowth Energy Trust successfully

listed on the New York Stock Exchange (NYSE).The listing

represents a significant milestone in Pengrowth’s history

and will serve unitholders by expanding the Trust’s

access to U.S. capital markets.

Pengrowth units now trade on both the Toronto Stock

Exchange (PGF.UN) and the NYSE (PGH). Stock quotes

for both exchanges can be obtained on the

Pengrowth website at www.pengrowth.com.

Current OutlookAs at the end of April, both crude oil and natural gas prices have increased over the average prices seen in the first quarter of 2002.

As at April 30, 2002 WTI at Cushing closed trading at $US27.29, compared to the first quarter average of US$21.67. Similarly Henry

Hub natural gas closed trading at $US3.80 per Mmbtu, compared to the first quarter average of $US2.33. This recent recovery in

crude oil and natural gas prices is expected to result in increased distributable income over the near term.

James S. Kinnear

President and Chief Executive Officer

Pengrowth Energy Trust

May 2, 2002

For further information, please contact:

Dan Belot, Manager, Investor Relations, Calgary Telephone: (403) 233-0224 Facsimile: (403) 294-0051 Toll Free: 1-800-223-4122

Sally Elliott, Investor Relations, Toronto Telephone: (416) 362-1748 Facsimile: (416) 362-8191 Toll Free: 1-888-744-1111

Website: http://www.pengrowth.com E-mail: [email protected]

P5-15 Pengrowth-Q1_2.0 5/22/02 5:45 PM

1 0 P E N G R O W T H E N E R G Y T R U S T

Consolidated Balance Sheets

(Stated in thousands of dollars)

As at As at

March 31 December 31

2002 2001

ASSETS (unaudited) (audited)

CURRENT ASSETS

Cash $ - $3,797

Marketable securities (Note 6) 1,666 -

Accounts receivable 31,219 27,859

Inventory 437 2,687

33,322 34,343

REMEDIATION TRUST FUND 6,658 6,470

PROPERTY, PLANT AND EQUIPMENT

AND OTHER ASSETS 1,175,673 1,208,526

$1,215,653 $1,249,339

LIABILITIES AND UNITHOLDERS' EQUITY

CURRENT LIABILITIES

Bank indebtedness $ 2,537 $ -

Accounts payable and accrued liabilities 29,862 31,359

Distributions payable to unitholders 23,245 22,207

Due to Pengrowth Management Limited 341 523

Current portion of Long-Term Debt (Note 3) 28,000 -

83,985 54,089

LONG-TERM DEBT (Note 3) 311,085 345,456

FUTURE SITE RESTORATION COSTS 35,196 32,591

TRUST UNITHOLDERS' EQUITY (Note 4) 785,387 817,203

$ 1,215,653 $ 1,249,339

See accompanying notes to the consolidated financial statements.

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P E N G R O W T H E N E R G Y T R U S T 1 1

Consolidated Statements of Income and Distributable Income


(Unaudited)

Three Months ended March 31 2002 2001

REVENUES

Oil and gas sales $ 91,634 $ 142,961

Processing and other income 1,687 1,677

Crown royalties (11,968) (27,030)

Alberta Royalty Tax Credit 125 125

Freehold royalties and mineral taxes (1,411) (2,519)

80,067 115,214

Interest and other income 427 159

NET REVENUE 80,494 115,373

EXPENSES

Operating 27,525 21,633

Amortization of injectants for miscible floods 12,178 10,685

Interest 3,038 4,839

General and administrative 2,230 2,177

Management fee 1,396 2,829

Capital taxes 403 479

Depletion and depreciation 30,447 28,810

Future site restoration 2,829 1,991

80,046 73,443

INCOME BEFORE THE FOLLOWING 448 41,930

Royalty Income Attributable to royalty units other than those held

by Pengrowth Energy Trust 6 22

NET INCOME 442 41,908

Add: Depletion, depreciation and future site restoration 33,276 30,801

Deduct: Alberta Royalty Credit accrued for period (125) (125)

Remediation expenses and trust fund contributions (475) (513)

DISTRIBUTABLE INCOME $ 33,118 $ 72,071

NET INCOME PER UNIT (Note 4) Basic $ 0.005 $ 0.655

Diluted $ 0.005 $ 0.640

DISTRIBUTABLE INCOME PER UNIT (Note 4)

Based on weighted average units outstanding $ 0.403 $ 1.126

Based on actual distributions paid or declared $ 0.410 $ 1.140


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Consolidated Statements of Cash Flow(Stated in thousands of dollars)

(Unaudited)


CASH PROVIDED BY (USED FOR):

OPERATING

Net income $ 442 $ 41,908

Items not involving cash

Depletion, depreciation and future site restoration 33,276 30,801

Amortization of injectants 12,178 10,685

Purchase of injectants (3,336) (18,087)

Expenditures on remediation (224) (300)

Funds generated from operations 42,336 65,007

Distributions (32,080) (74,848)

Changes in non-cash operating working capital (Note 5) (10,742) (8,127)

(486) (17,968)

FINANCING

Change in long-term debt (6,371) 59,900

Proceeds from issue of trust units 860 3,538

(5,511) 63,438

INVESTING

Expenditures on property, plant and equipment (11,390) (13,916)

Proceeds on property dispositions 4,954 -

Change in Remediation Trust Fund (188) (211)

Marketable securities (1,666) -

Change in non-cash investing working capital (Note 5) 7,953 (48)

Deposit on acquisition – (12,130)

Expenditures on property acquisitions - – (22,027)

(337) (48,332)

DECREASE IN CASH (6,334) (2,862)

CASH AND TERM DEPOSITS AT BEGINNING OF PERIOD 3,797 4,533

CASH AND TERM DEPOSITS (BANK INDEBTEDNESS) AT END OF PERIOD $ (2,537) $ 1,671


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Consolidated Statements of TrustUnitholders’ Equity


(Unaudited)


Unitholders' equity at beginning of period $ 817,203 $ 641,965

Units issued, net of issue costs 860 3,538

Net income for period 442 41,908

Distributable income (33,118) (72,071)

TRUST UNITHOLDERS' EQUITY AT END OF PERIOD $ 785,387 $ 615,340

P5-15 Pengrowth-Q1_2.0 5/22/02 5:45 PM


(Unaudited)

MARCH 31, 2002

(Tabular amounts are stated in thousands of dollars except per unit amounts)

1. SIGNIFICANT ACCOUNTING POLICYThe interim consolidated financial statements of Pengrowth Energy Trust and Pengrowth Corporation (collectively referred to

as “Pengrowth”) 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, 2001. 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, 2001.

2. CHANGE IN ACCOUNTING POLICYEffective January 1, 2002, Pengrowth adopted the new standard on accounting for options or similar unit based compensation.

Pengrowth prospectively adopted the new standard. For options or similar instruments granted to non-employees, an amount

equal to the grant date fair value of the instrument will be recorded as a charge to earnings over the vesting period, if any. For

options granted to employees of Pengrowth, the standard provides that Pengrowth may elect not to use this fair value method

but to disclose the impact of the fair value method on a pro forma basis.There was no impact on these financial statements of

adopting the new standard, as Pengrowth did not grant any additional options during the three months ended March 31, 2002.

The new standard also requires recognition of compensation cost with respect to Stock Appreciation Rights granted to

employees. No compensation cost results from application of the above provisions for the three months ended March 31, 2002

or for the year ended December 31, 2001.

3. LONG-TERM DEBTPengrowth has a $415 million revolving credit facility syndicated among nine financial institutions with an extendible 364 day

revolving period and a three year amortization term period. In addition, it has a $35 million demand operating line of credit.

Total borrowing capacity is reduced by outstanding letters of credit in the amount of approximately $9 million. On June 15,

2002, the amount of letters of credit outstanding will increase by $25 million.

In September 2001, the Canadian Institute of Chartered Accountants issued further guidance on the classification of the current

portion of long-term debt obligations. Under this guidance the current portion of the 364 day revolving facility is the amount

that would be required to be paid in the next twelve months if the facility was not renewed by the lenders. The facility is

scheduled for review by the syndicate in June 2002, whereupon it is expected to be renewed for a further 364 days, subject to

satisfactory review by the syndicate.

4. TRUST UNITSThe authorized capital of Pengrowth is 500,000,000 trust units.

March 31, 2002 December 31, 2001

Trust Units Issued Number of units Amount Number of units Amount

Balance, beginning of period 82,240,069 $ 1,280,599 63,852,198 $ 974,724

Issued for cash – – 17,622,500 311,974

Less: issue expenses – – – (18,727)

Issued for cash on exercise of stock options 14,800 186 628,828 10,060

Issued for cash under

Distribution Reinvestment (“DRIP”) Plan 48,096 674 136,543 2,568

Balance, end of period 82,302,965 $ 1,281,459 82,240,069 $ 1,280,599

Notes to Consolidated Financial Statements

P5-15 Pengrowth-Q1_2.0 5/22/02 5:45 PM


The per unit amounts for net income and distributable income are based on weighted average units outstanding for the period.

The weighted average units outstanding for the three months ended March 31, 2002 were 82,266,485 units (March 31, 2001 –

63,988,090 units). In computing diluted net income per unit, 24,162 units were added to the weighted average number of units

outstanding during the period ended March 31, 2002 (March 31, 2001– 360,978) for the dilutive effect of employee stock

options. The per unit amount of distributions paid or declared reflect actual distributions paid or declared based on units

outstanding at the time.

Trust Unit Option Plan

As at March 31, 2002, options to purchase 2,940,293 trust units were outstanding (December 31, 2001 – 3,106,635) that expire

at various dates to August 31,2006.

March 31, 2002 December 31, 2001

Trust Unit Options Number of Weighted Number of Weighted

Options Average Options Average

Exercise Exercise

Price Price

Outstanding at beginning of period 3,106,635 $ 17.78 2,893,554 $ 17.45

Granted - - 905,979 17.66

Exercised (14,800) 12.55 (628,828) 16.00

Cancelled (151,542) 17.38 (64,070) 18.98

Outstanding at period-end 2,940,293 17.82 3,106,635 17.78

Exercisable at period-end 2,124,212 17.77 2,238,406 17.69

Amendments to the trust unit option plan were approved by trust unitholders at the annual meeting of Pengrowth unitholders

on April 23, 2002. The maximum number of units which may be reserved for option grants has been increased from 7 million

to 10 million, provided that the number of options granted does not exceed 10 per cent of issued and outstanding trust units.

The expiry date for all issued and unexercised options, and any options subsequently granted under the plan, has been

increased from five years to seven years.

5. CHANGE IN NON-CASH OPERATING WORKING CAPITALMarch 31, 2002 March 31, 2001

Accounts receivable $ (3,360) $ (5,029)

Inventory 2,250 (3,791)

Accounts payable and accrued liabilities (9,450) 832

Due to Pengrowth Management Limited (182) (139)

$ (10,742) $ (8,127)

CHANGE IN NON-CASH INVESTING WORKING CAPITALMarch 31, 2002 March 31, 2001

Accounts payable for capital accruals $ 3,933 (48)

Deposit on disposition of properties 4,020 --

$ 7,953 $ (48)

The cash payments made for taxes for the quarter ending March 31, 2002 were $355,000 (March 31, 2001 - $430,000) and for

interest were $3,403,500 (March 31, 2001 – $9,002,000).

P5-15 Pengrowth-Q1_2.0 5/22/02 5:45 PM


6. FINANCIAL INSTRUMENTS

Interest Rate Risk

As at March 31, 2002, Pengrowth had entered into interest rate swaps on $125 million of its long term debt for periods of three

years ending November 30, 2004 ($75 million), December 31, 2004 ($25 million) and March 4, 2005 ($25 million) at an average

interest rate of 4.09% (before stamping fees).

The estimated fair value of the interest rate swaps has been determined based on the amount that Pengrowth would receive

or pay to terminate the contracts at period end. At March 31, 2002, the amount that Pengrowth would receive to terminate the

interest rate swaps is $2,517,000.

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, however gains or losses on the contracts are

offset by changes in the value of Pengrowth’s production.

As at March 31, 2002, Pengrowth had fixed the price applicable to future production as follows:

Financial Swap Contracts

Crude Oil Natural Gas

Volume Price Volume Fixed Price

(bbl/d) C$/bbl (MMbtu/d) US/MMbtu

2002 4,000 $36.89 7,000 $3.90

2003 - - 7,000 $3.90

2004 - - 7,000 $3.90

As well, Pengrowth has natural gas fixed price sales contracts which fixed the price on 6,785 mcf/d for 2002 at a price of $2.99

Cdn/mcf.

The estimated fair value of the crude oil financial swap contracts and the natural gas fixed price sales contracts have been

determined based on the amounts Pengrowth would receive or pay to terminate the contracts at period-end.At March 31, 2002

the amount Pengrowth would pay to terminate the crude oil and natural gas contracts would be $4,708,000 and $1,614,000,

respectively.

Fair Value of Financial Instruments

The carrying value of financial instruments included in the balance sheet, other than bank debt and marketable securities,

approximate their fair value due to their short maturity. The fair value of the marketable securities at March 31, 2002 was

$1,902,000 (March 31, 2001 – nil). The fair value of the Remediation Trust Fund was $6,656,000 (March 31, 2001 – $5,759,000).

7. SUBSEQUENT EVENTOn April 30, 2002 Pengrowth sold oil and gas properties for gross proceeds of $40.2 million.

P5-15 Pengrowth-Q1_2.0 5/22/02 5:45 PM


DIRECTORS OF PENGROWTH CORPORATION

Thomas A. Cumming

Business Consultant

James S. Kinnear

President, Pengrowth Management Limited

Francis G. Vetsch

President, Quantex Resources Ltd.

Stanley H. Wong

President, Carbine Resources Ltd.

John B. Zaozirny

Counsel, McCarthy Tetrault

Michael A. Grandin

Corporate Director

Director Emeritus

Thomas S. Dobson

President, T.S. Dobson Consultant Ltd.

OFFICERS OF PENGROWTH CORPORATION

James S. Kinnear

President and Chief Executive Officer

Gordon M. Anderson

Vice President and

Interim Chief Financial Officer

Henry D. McKinnon

Vice President, Operations

Lynn Kis

Vice President, Engineering

Charles V. Selby

Corporate Secretary

Chris Webster

Treasurer

Lianne Bigham

Controller

TRUSTEE

Computershare Trust Company of Canada

BANKERS

Bank Syndicate Agent: Royal Bank of Canada

AUDITORS

KPMG LLP

ENGINEERING CONSULTANTS

Gilbert Laustsen Jung Associates Ltd.

PENGROWTH AND A STRONG COMMUNITY

Pengrowth Management Limited believes in

enhancing the community where our

employees live and work. Pengrowth supports

causes and institutions both financially and

through volunteer efforts and is proud of these

associations and partnerships with many

community-building non-profit organizations.

Pengrowth has a substantial investment in

our community and although 100 percent of

the costs are attributed to Pengrowth

Management, Pengrowth Energy Trust

unitholders benefit through the visibility

associated with these vital partnerships.

STOCK EXCHANGE LISTINGS

The Toronto Stock Exchange Symbol

PGF.UN

The New York Stock Exchange Symbol

PGH

PENGROWTH ENERGY TRUST

Head Office

Suite 700, 112 – 4 Avenue S.W.

Calgary, Alberta T2P 0H3 Canada

Telephone: (403) 233-0224

Toll-Free: 1 800 223-4122

Facsimile: (403) 265-6251

Email: [email protected]

Website: http://www.pengrowth.com

Toronto Office

Suite 1200, 141 Adelaide Street W.

Toronto, Ontario M5H 3L5 Canada

Telephone: (416) 362-1748

Toll-Free: 1 888 744-1111

Facsimile: (416) 362-8191

Halifax Office

Purdy’s Wharf Business Centre

407 – 1959 Upper Water Street

Halifax, NS B3J 3N2 Canada

Telephone: (902) 425-8778

Facsimile: (902) 425-7887

INVESTOR RELATIONS

For investor relations enquiries, please contact:

Dan Belot, Manager Investor Relations

Telephone: (403) 213-8650

Toll-Free: 1 800 223-4122

Facsimile: (403) 294-0051

Email: [email protected]

OR

Sally Elliott, Investor Relations, Toronto

Telephone: (416) 362-1748

Toll-Free: 1-888-744-1111

Facsimile: (416) 362-8191

ABBREVIATIONS

bbl barrel

bcf billion cubic feet

boe* barrels of oil equivalent

boe per day* barrels of oil equivalent per

day

lt long.tonnes

mbbls thousand barrels

mmbbls million barrels

mboe* thousand barrels of oil equiv-

alent

mmboe* million barrels of oil equiva-

lent

mcf thousand cubic feet

mmcf million cubic feet

mcf per day thousand cubic feet per day

mmcf per day million cubic feet per day

Pengrowth Energy Trust (EnergyTrust)

Pengrowth Corporation (Corporation)

*6 mcf of gas = 1 barrel of oil

Corporate Information

P5-15 Pengrowth-Q1_2.0 5/22/02 5:45 PM

pengrowth 2002 q1

Documents

r t e r r e s u

r s t q u

natural gas liquids

h i g h

i g h t sproduction

gas sales

net income

boe year