Pengrowth Energy Trust Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation

Market Wire, May, 2007

Pengrowth Energy Trust (Pengrowth) (TSX: PGF.UN) (NYSE: PGH) is aware of an unsolicited "mini-tender offer" by TRC Capital Corporation (TRC) to purchase up to 2,000,000 trust units of Pengrowth, representing approximately 0.8 percent of Pengrowth's outstanding trust units. TRC's offer price of Cdn $19.00 represents, as TRC's own offer document acknowledges, a 2.56 percent DISCOUNT to the closing price of Pengrowth's trust units on the Toronto Stock Exchange (TSX) on May 14, 2007 (Cdn $19.50), the day prior to the date of the offer and represents a further DISCOUNT of 6.54 percent to today's closing price on the TSX (Cdn $20.33).

Pengrowth recommends that unitholders DO NOT tender their trust units in response to TRC's unsolicited mini-tender offer. Mini-tender offers, such as this one, avoid many of the investor protections provided by Canadian and U.S. securities laws through circumventing most filing, disclosure and procedural requirements. Pengrowth is in no way associated with TRC, its mini-tender offer or the offer documentation.

Unitholders considering tendering trust units to TRC's mini-tender offer should consult with their financial advisors and carefully examine the mini-tender offer to determine whether it is in their best interests to tender to an offer that is BELOW the current market price. Pengrowth urges unitholders to compare the price of the TRC offer to the current trading price of Pengrowth's units before determining to tender to the TRC offer. Unitholders who have already tendered their trust units may withdraw them by providing the written notice described in the TRC documents in accordance with the terms of the mini-tender offer.

Pengrowth also wishes to advise unitholders that the disclosure in TRC's offer document under the heading "United States Federal Income Tax Considerations" is incorrect in that it indicates that Pengrowth is classified as a corporation for U.S. federal income tax purposes. Pengrowth has elected to be treated as a partnership for U.S. federal income tax purposes which may result in tax consequences for unitholders materially different than that disclosed in TRC's offer document. Unitholders are urged to consult their own tax advisors.

The Canadian Securities Administrators (CSA) has expressed serious concerns that an investor might tender to a mini-tender based upon a misunderstanding of the mini-tender or the current market price of the security subject to the mini-tender. In the opinion of CSA staff, such a misunderstanding may result in an abuse of the capital markets and may be contrary to applicable anti-fraud provisions of certain securities legislation. The CSA has issued an advisory entitled "Mini-Tender Offers - Watch Out For Mini-Tender Offers Below Market Price!", which is available online at:

www.osc.gov.on.ca/Media/NewsReleases/1999/nr_19990927_mini.jsp

The U.S. Securities and Exchange Commission (SEC) has also issued an investor alert regarding mini-tender offers. The SEC has noted that, in making the offers at below-market prices, bidders are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory may be found on the SEC's website at: www.sec.gov/investor/pubs/minitend.htm

PENGROWTH CORPORATION

James S. Kinnear, Chairman, President and Chief Executive Officer

Contacts: Pengrowth Investor Relations (403) 233-0224 or Toll Free: 1-888-744-1111 (403) 294-0051 (FAX) Email: investorrelations@pengrowth.com Pengrowth Media Inquiries (403) 266-8355 (403) 294-0051 (FAX) Website: www.pengrowth.com