suppl
Filed
pursuant to General Instruction II.L of Form F-10
File No.
333-137221
FORM 51-102F3
MATERIAL CHANGE REPORT
The short form base shelf prospectus of Pengrowth Energy Trust dated September 15, 2006, is amended
and supplemented by the contents of this material change report.
1. Name and Address of Company:
Pengrowth Energy Trust
2900, 240 4th Avenue S.W.
Calgary, AB T2P 4H4
2. Date of Material Change:
November 29, 2006
3. News Release:
News releases setting out information relating to the material change described herein were
disseminated through Canada NewsWire and filed on SEDAR on November 29, 2006.
4. Summary of Material Change:
Pengrowth Corporation, administrator of Pengrowth Energy Trust, (collectively, Pengrowth)
announced on November 29, 2006 that it has entered into a definitive agreement to acquire certain
assets from ConocoPhillips Canada (collectively, the CP Assets) for a total purchase price of
$1.0375 billion prior to adjustments (the ConocoPhillips Acquisition). The ConocoPhillips
Acquisition is expected to close January 18, 2007, with an adjustment date of November 1, 2006, and
is subject to customary conditions and regulatory approvals. Pengrowth will fund the
ConocoPhillips Acquisition through a concurrently announced equity financing and through a bridge
credit facility.
5. Full Description of Material Change:
Pengrowth announced on November 29, 2006 that it has entered into a definitive agreement to acquire
the CP Assets for a total purchase price of $1.0375 billion prior to adjustments. The
ConocoPhillips Acquisition is expected to close on January 18, 2007, with an adjustment date of
November 1, 2006, and is subject to customary conditions and regulatory approvals. Pengrowth will
fund the ConocoPhillips Acquisition through a concurrently announced equity financing and through a
bridge credit facility.
Words and abbreviations not otherwise defined herein shall have the meanings ascribed thereto in
Schedule J to this material change report.
Background
Pengrowth advanced a non-binding expression of interest dated September 26, 2006 for the CP
Assets offered by Tristone Capital through a selective auction process. Negotiations ensued
between Burlington Resources Canada Ltd. (Burlington) and Pengrowth on the terms of a share
purchase and sale agreement to be entered into among the Corporation, 1275708 Alberta Ltd.
(Pengrowth Subsidiary), a wholly owned subsidiary of the Corporation, and Burlington relating to
the CP Assets (the Share Purchase Agreement). Pending receipt of financial information
concerning the CP Assets as required by applicable Canadian securities laws and the resolution of
outstanding issues under the Share Purchase Agreement, Pengrowth and Burlington entered into an
exclusivity agreement on October 27, 2006 (the Exclusivity Agreement) whereby Pengrowth paid an
exclusivity fee of $30 million to Burlington in order to negotiate exclusively with Burlington.
The Exclusivity Agreement was extended several times following the announcement of the October 31
Proposals in order to permit the parties to negotiate appropriate terms to the Share Purchase
Agreement. The final Share Purchase Agreement was agreed to and executed on November 28, 2006, at
which time Pengrowth paid a deposit of $73.75 to Burlington, which, together
with the exclusivity fee, will be applied against payment of the purchase price at closing of
the ConocoPhillips Acquisition.
The Share Purchase Agreement contemplates that Pengrowth Subsidiary will purchase all of the
shares of 1265702 Alberta ULC, 1265704 Alberta ULC, 1265706 Alberta ULC and 1265707 Alberta ULC
(collectively, the CP Subsidiaries) from Burlington for a purchase price of $1.0375 billion (the
ConocoPhillips Acquisition), subject to adjustment in respect of working capital, net revenue
from the adjustment date of November 1, 2006 to the closing date, and interest on the purchase
price from November 1, 2006 to the closing date. Closing of the acquisition is anticipated to
occur on January 18, 2007. Upon closing, Pengrowth will assume
various liabilities including abandonment
liability for the CP Assets, the present value of which is estimated
to be $95 million, assuming a discount rate of 8%. These
liabilities were considered by Pengrowth in the negotiation of the
purchase price.
Summary of CP Assets
The CP Assets include oil and natural gas producing properties in the Lethbridge, Southeast
Alberta, Fenn Big Valley, Harmattan, West Central Alberta and Red Earth areas of Alberta and the
Freefight area of Saskatchewan encompassing approximately 520,000 gross acres (343,000 net) of
developed lands. When completed, the ConocoPhillips Acquisition will
increase our total proved reserves by 51.4 mmboe and total proved
plus probable reserves by approximately 65.8 mmboe (on a company
interest before royalties basis using constant pricing) and before
the divestiture of properties pursuant to our asset rationalization
program. When acquired by the Pengrowth Subsidiary, the CP Subsidiaries will own and
control Canadian oil and natural gas properties and undeveloped land which currently produce
approximately 21,625 boepd, (before royalties), comprised of 42% crude oil, 52% natural gas and 6%
NGLs (the CP Assets). When completed, the ConocoPhillips Acquisition is expected to increase
Pengrowths overall current production by approximately 27% to approximately 100,000 boepd (before
royalties and before the expected divestiture of certain properties pursuant to Pengrowths asset
rationalization program). The following is a summary description
of the CP Assets:
Lethbridge
|
|
current production of 9.8 mmcfpd of gas |
|
|
|
high working interest operated production (87% average working interest) |
|
|
|
multi-zone shallow gas with large land position (180,000 net acres) |
|
|
|
development and down spacing opportunities |
Southeast Alberta
|
|
current production of 4,302 bpd of heavy to medium oil,
19.2 mmcfpd of gas and 26 bpd of NGLs |
|
|
|
large pool infill drilling optimization potential for Glauconitic and Sunburst oil |
|
|
|
infill drilling potential for shallow gas |
|
|
|
lifting costs of $10.79 per boe and 161,000 acres of net land |
|
|
|
47% average working interest |
Fenn Big Valley
|
|
current production of 2,639 boepd (primarily light Nisku oil) |
|
|
|
stacked multi-zone area: Leduc, Nisku, Mannville, Viking, Belly River and Edmonton |
|
|
|
opportunities to exploit Nisku and Leduc as well as Edmonton and Mannville CBM |
|
|
|
67% average working interest |
|
|
current production of 4,668 boepd, 62% natural gas (primarily from the Elkton) |
|
|
|
includes non-operated interest in two units (Harmattan Elkton Unit No. 1 and East Unit No. 2) |
|
|
|
low risk drilling opportunity |
|
|
|
41% average working interest |
|
|
current production of 1,599 boepd of mostly 41 degree API oil |
|
|
|
operator of two high working interest Swan Hill oil units (Deer Mountain and Goose River) |
|
|
|
Montney gas production at Ante Creek |
|
|
|
infill step out drilling stimulation and evaluation opportunity |
|
|
|
70% average working interest |
Red Earth
|
|
current production of 3,141 boepd comprised of 2,930 bpd of
oil and NGLs, 1.26 mmcfpd of gas |
|
|
|
oil production is primarily from the Keg River (light sweet crude) |
|
|
|
Blue Sky natural gas production at Talbot Lake |
|
|
|
drilling and optimization opportunities |
|
|
|
68% average working interest |
Freefight
|
|
current production of 14.2 mmcfpd of gas |
|
|
|
Milk River and Second White Specks development opportunities |
|
|
|
high working interest operated production (98% average working interest) |
|
|
|
opportunities for down spacing and step out drilling |
Pengrowth
anticipates additional exploration and development opportunities on the diverse portfolio of oil and
gas properties comprising the CP Assets, including infill development
locations, additional coal
bed methane opportunities, and the development of approximately 300,000 net acres of undeveloped
lands.
Description of Share Purchase Agreement
Conditions Under the Share Purchase Agreement, it is a mutual condition precedent that all
required governmental approvals (including approvals pursuant to the Competition Act (Canada) and
the Investment Canada Act (Canada)) be obtained except where such approval shall have been waived
in writing by the applicable government authority or otherwise
lapsed. The conditions
precedent to the obligation of Pengrowth Subsidiary to purchase the shares of the CP Subsidiaries
are that (i) Burlington shall have performed or complied with all of its covenants in all material
respects, and its representations and warranties of Burlington shall be true and correct in all
material respects and (ii) no suit, action or other proceeding shall at closing be pending against
Burlington or Pengrowth Subsidiary before any court or governmental authority seeking to restrain,
prohibit, obtain damages or other relief in connection with consummation of the purchase and sale
of the CP Subsidiaries which would materially and adversely affect the value of the shares of the
CP Subsidiaries, taken as a whole.
The Share Purchase Agreement also contains conditions precedent
for the benefit of Burlington which provide that: (i) in all material respects, Pengrowth
Subsidiary shall have performed or complied with all of its
covenants; (ii) the representations and
warranties of Pengrowth Subsidiary shall be true and correct in all material respects; (iii)
Pengrowth Subsidiary shall have tendered or cause to be tendered to Burlington the purchase price
for the shares of the CP Subsidiaries less the deposit; and (iv) no suit, action or other
proceedings shall at closing be pending against Burlington or Pengrowth Subsidiary before any court
or governmental authority seeking to restrain, prohibit, obtain damages or other relief in
connection with the consummation of the purchase and sale of the shares of the CP Subsidiaries
which would have a material adverse effect on the value of the shares of the CP Subsidiaries.
Representations The Share Purchase Agreement contains customary representations by Burlington
regarding Burlington, the CP Subsidiaries and the CP Assets. The representations and warranties of
Burlington under the Share Purchase Agreement shall survive the closing of the purchase of the
shares of the CP Subsidiaries by Pengrowth Subsidiary for a period of 12 months from the Closing
Date, subject to provincial limitations legislation.
Indemnification The Share Purchase Agreement also contains customary indemnities by Burlington
and Pengrowth Subsidiary in favour of the other party. Under the Share Purchase Agreement,
Burlington is required
to
indemnify Pengrowths Subsidiary from all losses resulting from breaches of the
representations or warranties made by Burlington or breaches of covenants or agreements made by
Burlington in the Share Purchase Agreement and for all losses incurred as a direct result of third
party claims relating to the CP Assets that arise from or are related to acts, omissions, events or
circumstances occurring before November 1, 2006 except for claims or losses that are for the
account of Pengrowth Subsidiary pursuant to the agreement.
The Share Purchase Agreement also requires Pengrowth Subsidiary to indemnify Burlington from
and against any and all losses resulting from: (i) breaches of the representations or warranties
made by Pengrowth Subsidiary or breaches of covenants or agreements made by Pengrowth Subsidiary in
the Share Purchase Agreements; (ii) all claims, losses and liabilities relating to the CP Assets
arising from or related to acts, omissions, events or circumstances occurring after November 1,
2006 (other than claims for the payment of cost that are included in the working capital adjustment
contemplated by the Share Purchase Agreement); and (iii) all environmental liabilities whether
occurring before, on or after November 1, 2006 that arise from or relate to acts, omissions, events
or circumstances, occurring before, on or after November 1, 2006.
Under the Share Purchase Agreement, written notice of a claim to an indemnity must be provided
within 12 months of the closing date subject to provincial limitations legislation. Also under the
Share Purchase Agreement, Burlingtons total liability for breaches of representations, warranties,
covenants and indemnities shall not exceed the base purchase price of
$1.0375 billion, and
Burlington shall only be liable for breaches of representations, warranties, covenants and
indemnities if the aggregate of the losses of Pengrowth Subsidiary in respect of all such breaches
exceeds $50 million and in that event Burlington shall be liable for the full amount of all of the
losses of Pengrowth Subsidiary in respect of all such breaches. Pengrowth Subsidiary shall only be
liable for breaches of the representations and warranties in the Share Purchase Agreement if the
aggregate of the losses incurred by Burlington in respect of all such breaches exceeds $5 million
and in that event Pengrowth Subsidiary shall be liable for the full amount of all of the losses of
Burlington in respect of all such breaches.
Pro Forma Description of Pengrowth Following the ConocoPhillips Acquisition
Negotiations were undertaken by us with ConocoPhillips with a view to acquiring a combination
of high quality oil and natural gas properties that would enhance Pengrowths interests in our core
properties and would provide potential for both oil and natural gas exploration and
development along with significant additions to our undeveloped acreage position.
We have developed core competencies in the pursuit of enhanced oil recovery projects, shallow
gas drilling, coal bed methane projects and the pursuit of value additions through field and
facility optimization. We expect that the transaction will add significant value to Unitholders
and will provide a broad portfolio of new opportunities.
Upon completion of the ConocoPhillips Acquisition, the following financial and operational
benefits are anticipated to accrue to Unitholders:
|
|
our overall current production would increase on a pro forma basis by 27% to approximately
100,000 boepd and our overall Total Proved Plus Probable Reserves would increase on a pro
forma basis to |
|
|
approximately 359 mmboe (on a company interest before royalty
basis using constant pricing) and before the divestiture of properties
pursuant to the asset rationalization program; |
|
|
company production weighted 50% to natural gas and 50% to crude oil and liquids and a reserve
life index of approximately 9.8 years on a proved plus probable basis (all using constant prices and
costs); |
|
|
|
a large and diversified quality asset base with many interests held in Canadas larger oil and natural gas
pools; |
|
|
|
growth and development opportunities on approximately 375,000 net acres of undeveloped land; and |
|
|
|
creation of a stronger platform to capitalize on future growth opportunities through significant
acquisitions in North America and other areas in the world. |
Reserves Information
The following table sets forth certain reserves and operational information with respect to
Pengrowth (updated from the December 31, 2005 information contained in our annual information form
dated March 29, 2006 for the year ended December 31, 2005), the properties to be acquired pursuant
to the ConocoPhillips Acquisition and Pengrowth on a pro forma combined basis, as at and for the
periods indicated in the notes thereto, after giving effect to the ConocoPhillips Acquisition,
based on constant price assumptions. The following information does not reflect the impact of the
divestiture of properties pursuant to Pengrowths asset rationalization program.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pengrowth |
|
ConocoPhillips |
|
Pengrowth |
|
|
Updated(1) |
|
Acquisition(2) |
|
Pro Forma(3) |
Proved Reserves |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil and NGLs (mbbls) |
|
|
118,765 |
|
|
|
23,683 |
|
|
|
142,448 |
|
Natural gas (bcf) |
|
|
623 |
|
|
|
164 |
|
|
|
788 |
|
Total (mboe)(4) |
|
|
222,623 |
|
|
|
51,086 |
|
|
|
273,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil and NGLs (mbbls) |
|
|
156,234 |
|
|
|
31,162 |
|
|
|
187,396 |
|
Natural gas (bcf) |
|
|
824 |
|
|
|
206 |
|
|
|
1,029 |
|
Total (mboe)(4) |
|
|
293,497 |
|
|
|
65,449 |
|
|
|
358,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Present Value of Future Net Revenue @ 10% |
|
|
|
|
|
|
|
|
|
|
|
|
Proved Reserves ($MM) |
|
|
3,344 |
|
|
|
682 |
|
|
|
4,026 |
|
Total Proved Plus Probable Reserves ($MM) |
|
|
4,142 |
|
|
|
820 |
|
|
|
4,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Present Value of Future Net Revenue @ 5% |
|
|
|
|
|
|
|
|
|
|
|
|
Proved Reserves ($MM) |
|
|
4,173 |
|
|
|
822 |
|
|
|
4,995 |
|
Total Proved Plus Probable Reserves ($MM) |
|
|
5,330 |
|
|
|
1,018 |
|
|
|
6,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undeveloped Land Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
(net acres) |
|
|
683,000 |
(5) |
|
|
377,150 |
|
|
|
1,060,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and Natural Gas Wells (net wells) |
|
|
|
|
|
|
|
|
|
|
|
|
Producing oil wells |
|
|
812 |
|
|
|
396 |
|
|
|
1208 |
|
Producing natural gas wells |
|
|
1,587 |
|
|
|
1,745 |
|
|
|
3,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Daily Production |
|
|
|
|
|
|
|
|
|
|
|
|
(three months ended September 30, 2006) |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil and NGLs (bblpd) |
|
|
39,981 |
|
|
|
10,940 |
|
|
|
50,921 |
|
Natural gas (mmcfpd) |
|
|
244 |
|
|
|
71 |
|
|
|
315 |
|
Total (boepd)(4) |
|
|
80,706 |
|
|
|
22,773 |
|
|
|
103,480 |
|
Notes:
|
|
|
(1) |
|
The updated reserve volumes and net present values of future net revenue for Pengrowth are:
(i) effective December 31, 2005, with a Mechanical Update up to
November 1, 2006; (ii) inclusive of the acquisition of properties in Alberta from Tundra Oil
and Gas Limited in March of 2006, the |
|
|
|
|
|
acquisition of properties in Alberta from ExxonMobil Canada on September 28, 2006 and the
acquisition of properties pursuant to the strategic business combination with Esprit (other
than the reserve volumes and net present values of future net revenue associated with
Trifecta Resources Inc.) on October 2, 2006, all of the foregoing effective no earlier than
January 1, 2006 with a Mechanical Update up to November 1,
2006; (iii) presented on a company interest basis (working interests and royalty interests)
before the deduction of royalties; and (iv) based upon GLJ Petroleum Consultants Ltd.s
constant prices and costs as at October 31, 2006 using a 5% and 10% discount rate, all as
contained in the report prepared by GLJ Petroleum Consultants Ltd. dated November 27, 2006.
The reserve volumes and net present values of future net revenue for Trifecta Resources Inc.
are: (i) based upon Sproule Associates Limited engineering
reports effective March 31, 2006 and May 31, 2006,
with a Mechanical Update up to November 1, 2006; (ii)
presented on a company interest basis (working interests and royalty interests) before the
deduction of royalties; and (iii) based upon GLJ Petroleum Consultants Ltd.s constant
prices and costs as at October 31, 2006 using a 5% and 10% discount rate, all as contained
in the report prepared by Sproule Associates Limited dated November 28, 2006. More
comprehensive reserves information is provided in Schedule A attached hereto. |
|
|
|
Mechanical Update means an update of reserves information
making no adjustment to forecast production and costs used from a
NI 51-101 compliant report other than changing the effective
date such that any forecast production and costs between the
NI 51-101 compliant report effective date and the new effective
date are excluded. Items that may have changed and, which are not
reflected in the Mechanical Update, are items such as reserve
additions, changes in operating costs and, to the extent there may be
any, performance changes. |
|
(2) |
|
The reserve volumes and net present values of future net revenue for the ConocoPhillips
properties are: (i) effective July 1, 2006 with a Mechanical Update up to November 1, 2006; (ii) presented on a company interest basis (working
interests and royalty interests) before the deduction of royalties; and (iii) based upon GLJ
Petroleum Consultants Ltd.s constant prices and costs as at October 31, 2006 using a 5% and
10% discount rate, all as contained in the report prepared by GLJ Petroleum Consultants Ltd.
dated November 27, 2006. More comprehensive reserves information
is provided in Schedule B
attached hereto. |
|
(3) |
|
The Pengrowth Pro Forma reserve volumes and net present values of future net revenue for
Pengrowth are the mechanical total of the Pengrowth Updated and ConocoPhillips Acquisition
reports referred to above. More comprehensive reserves information is provided in Schedule
C attached hereto. |
|
(4) |
|
The abbreviations boe, mboe and mmboe refers to barrels of oil equivalent, thousands of
barrels of oil equivalent and millions of barrels of oil equivalent, respectively, on the
basis of one boe being equal to one barrel of oil or natural gas liquids or six mcf of natural
gas; barrels of oil equivalent may be misleading, particularly if used in isolation; a
conversion ratio of six mcf of natural gas to one boe is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not represent a value
equivalency at the wellhead; boepd refers to barrels of oil equivalent per day. |
|
(5) |
|
Subject to a farm-out with Apache Canada Limited. The total farm-out affects approximately
21,090 developed and undeveloped acres of which less than 40% are undeveloped. |
The following table sets forth certain reserves and operational information with respect to
Pengrowth (updated from the December 31, 2005 information contained in our annual information form
dated March 29, 2006 for the year ended December 31, 2005), the properties to be acquired pursuant
to the ConocoPhillips Acquisition and Pengrowth on a pro forma combined basis, as at and for the
periods indicated in the notes hereto, after giving effect to the ConocoPhillips Acquisition, based
on strip forecast price assumptions. The Strip Price forecast has been estimated by GLJ using as a
basis the NYMEX futures strip for light sweet crude oil and natural gas for the indicated date.
The light sweet crude oil contracts require delivery at Cushing, Oklahoma and the natural gas
contracts require delivery to Henry Hub in Louisiana. GLJ uses historically derived differentials
to estimate the price at the various points, for the different product types and for the different
crude qualities. These prices are applied to the various products to calculate the revenue. The
following information does not reflect the impact of the divestiture of properties pursuant to
Pengrowths asset rationalization program.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pengrowth |
|
ConocoPhillips |
|
Pengrowth |
|
|
Updated(1) |
|
Acquisition(2) |
|
Pro Forma(3) |
Proved Reserves |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil and NGLs (mbbls) |
|
|
119,624 |
|
|
|
24,527 |
|
|
|
144,151 |
|
Natural gas (bcf) |
|
|
623 |
|
|
|
162 |
|
|
|
784 |
|
Total (mboe)(4) |
|
|
223,386 |
|
|
|
51,449 |
|
|
|
274,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil and NGLs (mbbls) |
|
|
157,064 |
|
|
|
32,132 |
|
|
|
189,196 |
|
Natural gas (bcf) |
|
|
823 |
|
|
|
202 |
|
|
|
1,025 |
|
Total (mboe)(4) |
|
|
294,197 |
|
|
|
65,770 |
|
|
|
359,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Present Value of Future Net Revenue @ 10% |
|
|
|
|
|
|
|
|
|
|
|
|
Proved Reserves ($MM) |
|
|
3,905 |
|
|
|
826 |
|
|
|
4,731 |
|
Total Proved Plus Probable Reserves ($MM) |
|
|
4,848 |
|
|
|
995 |
|
|
|
5,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Present Value of Future Net Revenue @ 5% |
|
|
|
|
|
|
|
|
|
|
|
|
Proved Reserves ($MM) |
|
|
4,894 |
|
|
|
989 |
|
|
|
5,882 |
|
Total Proved Plus Probable Reserves ($MM) |
|
|
6,296 |
|
|
|
1,231 |
|
|
|
7,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undeveloped Land Holdings |
|
|
|
|
|
|
|
|
|
|
|
|
(net acres) |
|
|
683,000 |
(5) |
|
|
377,150 |
|
|
|
1,060,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and Natural Gas Wells (net wells) |
|
|
|
|
|
|
|
|
|
|
|
|
Producing oil wells |
|
|
812 |
|
|
|
396 |
|
|
|
1,208 |
|
Producing natural gas wells |
|
|
1,587 |
|
|
|
1,745 |
|
|
|
3,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Daily Production |
|
|
|
|
|
|
|
|
|
|
|
|
(three months ended September 30, 2006) |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil and NGLs (bblpd) |
|
|
39,981 |
|
|
|
10,940 |
|
|
|
50,921 |
|
Natural gas (mmcfpd) |
|
|
244 |
|
|
|
71 |
|
|
|
315 |
|
Total (boepd)(4) |
|
|
80,706 |
|
|
|
22,773 |
|
|
|
103,480 |
|
Notes:
|
|
|
(1) |
|
The updated reserve volumes and net present values of future net revenue for Pengrowth are:
(i) effective January 1, 2006, with a Mechanical Update based on estimated production up to
November 1, 2006; (ii) inclusive of the acquisition of properties in Alberta from Tundra Oil
and Gas Limited in March of 2006, the acquisition of properties in Alberta from ExxonMobil
Canada on September 28, 2006 and the acquisition of properties pursuant to the strategic
business combination with Esprit (other than the reserve volumes and net present values of
future net revenue associated with Trifecta Resources Inc.) on October 2, 2006, all of the
foregoing effective no earlier than January 1, 2006 with a Mechanical Update based on
estimated production up to November 1, 2006; (iii) presented on a company interest basis
(working interests and royalty interests) before the deduction of royalties; and (iv) based
upon GLJ Petroleum Consultants Ltd.s forward strip prices and costs as at October 31, 2006
using a 5% and 10% discount rate, all as contained in the report prepared by GLJ Petroleum
Consultants Ltd. dated November 27, 2006. The reserve volumes and net present values of
future net revenue for Trifecta Resources Inc. are: (i) based upon a Sproule Associates
Limited engineering report effective May 31, 2006, with a Mechanical Update based on estimated
production up to November 1, 2006; (ii) presented on a company interest basis (working
interests and royalty interests) before the deduction of royalties; and (iii) based upon GLJ
Petroleum Consultants Ltd.s forward strip prices and costs as at October 31, 2006 using a 5%
and 10% discount rate, all as contained in the report prepared by Sproule Associates Limited
dated November 28, 2006. More comprehensive reserves information
is provided in Schedule D
attached hereto. |
|
|
|
Mechanical Update means an update of reserves information
making no adjustment to forecast production and costs used from a
NI 51-101 compliant report other than changing the effective
date such that any forecast production and costs between the
NI 51-101 compliant report effective date and the new effective
date are excluded. Items that may have changed and, which are not
reflected in the Mechanical Update, are items such as reserve
additions, changes in operating costs and, to the extent there may be
any, performance changes. |
|
(2) |
|
The reserve volumes and net present values of future net revenue for the ConocoPhillips
properties are: (i) effective July 1, 2006 with a Mechanical Update up to November 1, 2006; (ii) presented on a company interest basis (working
interests and royalty interests) before the deduction of |
|
|
|
|
|
royalties; and (iii) based upon GLJ Petroleum Consultants Ltd.s forward strip prices and
costs as at October 31, 2006 using a 5% and 10% discount rate, all as contained in the
report prepared by GLJ Petroleum Consultants Ltd. dated November 27, 2006. More
comprehensive reserves information is provided in Schedule E attached hereto. |
|
(3) |
|
The Pengrowth Pro Forma reserve volumes and net present values of future net revenue for
Pengrowth are the mechanical total of the above referred to Pengrowth Updated and
ConocoPhillips Acquisition reports. More comprehensive reserves information is provided in
Schedule F attached hereto. |
|
(4) |
|
The abbreviations boe, mboe and mmboe refers to barrels of oil equivalent, thousands of
barrels of oil equivalent and millions of barrels of oil equivalent, respectively, on the
basis of one boe being equal to one barrel of oil or natural gas liquids or six mcf of natural
gas; barrels of oil equivalent may be misleading, particularly if used in isolation; a
conversion ratio of six mcf of natural gas to one boe is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not represent a value
equivalency at the wellhead; boepd refers to barrels of oil equivalent per day. |
|
(5) |
|
Subject to a farm-out with Apache Canada Limited. The total farm-out affects approximately
21,090 developed and undeveloped acres of which less than 40% are undeveloped. |
More comprehensive reserves information prepared using constant pricing and relating to: (i)
Pengrowth prior to the ConocoPhillips Acquisition; (ii) the ConocoPhillips Acquisition; and (iii)
Pengrowth on a pro forma basis after giving effect to the ConocoPhillips Acquisition, are attached
as Schedules A, B and C hereto, respectively. More comprehensive reserves information
prepared using strip pricing and relating to: (i) Pengrowth prior to the ConocoPhillips
Acquisition; (ii) the ConocoPhillips Acquisition; and (iii) Pengrowth on a pro forma basis after
giving effect to the ConocoPhillips Acquisition, are attached as
Schedules D, E and F hereto,
respectively. The information in Schedules A through
F does not reflect the impact of the
divestiture of properties pursuant to Pengrowths asset rationalization program.
Pricing assumptions relied upon in preparing the foregoing tables and the information
contained in Schedules A through F are
provided in Schedule G hereto.
Selected Production Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 (1) |
|
2005 (1) |
|
2006 (2) |
Oil (mbbls) |
|
|
4,102 |
|
|
|
3,653 |
|
|
|
3,392 |
|
NGLs (mbbls) |
|
|
616 |
|
|
|
527 |
|
|
|
534 |
|
Natural Gas (mmcf) |
|
|
27,291 |
|
|
|
27,206 |
|
|
|
25,711 |
|
Notes
|
|
|
(1) |
|
Actual production. |
|
(2) |
|
Actual production from January to June and forecast production from July to December. |
We may not be able to achieve the anticipated benefits of the ConocoPhillips Acquisition, and
the integration process may result in the loss of key employees and the disruption of ongoing
business customer and employee relationships.
Asset Rationalization Program
Pengrowth intends to pursue a comprehensive asset rationalization program with respect to its
entire portfolio of oil and natural gas properties. Pengrowth intends to dispose of assets
producing approximately 3,400 boepd from its existing portfolio of properties, and to
dispose of assets producing approximately 4,300 boepd from the CP
Assets. The assets marked for disposition are located in non-core
areas. The proceeds of these dispositions, if any, will be used to reduce
Pengrowths indebtedness on the bridge line of credit. To the extent such proceeds are received
before the intended closing date of January 18, 2007, such proceeds will be invested or used for
general corporate or trust purposes. There can be no assurance that Pengrowth will be successful
in completing the disposition of any assets or the extent of the proceeds, if any, to be raised by
Pengrowth.
Bridge Credit Facility
On November 28, 2006 Pengrowth entered into a commitment letter agreement with a Canadian
chartered bank whereby the bank agreed to provide Pengrowth with a Bridge Credit Facility in the
amount of $1.0375 billion for the purpose of funding the ConocoPhillips Acquisition. The facility
is available by way of a one time advance no later than January 19, 2007. Amounts drawn are
non-revolving. Amounts drawn on the facility bear interest at the same rate as under Pengrowths
$950 million syndicated facility, which bears interest at approximately 5.5%. The total
outstanding amount under the Bridge Credit Facility matures and becomes due and payable 12 months
from the closing of the ConocoPhillips Acquisition. To the extent not required to be applied
against Pengrowths syndicated facility, the proceeds of all issuances of trust units or other
equity (including convertible debentures), the proceeds of all issuances of public or private debt,
reductions in the purchase price of the CP Assets and the net proceeds of any asset dispositions
following the closing of the ConocoPhillips Acquisition will reduce the Bridge Credit Facility.
The commitment letter agreement contemplates that the Bridge Credit Facility will be documented by
a credit agreement substantially similar to Pengrowths existing $950 million syndicated credit
facility. The agreement will contain customary representations, warranties, and covenants,
including financial covenants consistent with Pengrowths syndicated facility.
Risk Factors
An investment in the Trust Units is subject to various risks including those risks inherent to
the industries in which we operate. If any of these risks occur, our production, revenues and
financial condition could be materially harmed, with a resulting decrease in distributions on, and
the market price of, our Trust Units. As a result, the trading price of our Trust Units could
decline, and you could lose all or part of your investment.
Before deciding whether to invest in any Trust Units, investors should consider carefully the
risks set out below and in the short form base shelf prospectus of the Trust dated September 15,
2006 under the heading Risk Factors and in any documents incorporated by reference therein.
The October 31 Proposals, if enacted, are expected to materially and adversely affect Pengrowth,
our Unitholders and the value of the Trust Units.
On October 31, 2006, the Minister of Finance (Canada) announced proposed tax measures which,
if enacted, would materially and adversely change the manner in which Pengrowth is taxed and would
also change the character of the distributions to you for Canadian federal income tax purposes (the
October 31 Proposals). It is expected that the October 31 Proposals, if enacted in their
currently proposed form, will subject Pengrowth to trust level taxation beginning on January 1,
2011, which will materially reduce the amount of cash available for distributions to our
Unitholders. Based on the proposed Canadian federal income tax and tax rates on account of
provincial tax, Pengrowth estimates that the enactment of the October 31 Proposals will, commencing
on January 1, 2011, reduce the amount of cash available to Pengrowth to distribute to its
Unitholders by an amount equal to 31.5% multiplied by the amount of the pre-tax income distributed
by Pengrowth. A reduction in the value of the Trust Units would be expected to increase the cost
to Pengrowth of raising capital in the public capital markets. In addition, the October 31
Proposals are expected to substantially eliminate the competitive advantage Pengrowth currently
enjoys compared to corporate competitors in raising capital in a tax efficient manner, while
placing Pengrowth at a competitive disadvantage compared to industry competitors, including U.S.
master limited partnerships, which will continue not to be subject to entity-level taxation. The
October 31 Proposals are also expected to make the Trust Units less attractive as an acquisition
currency. As a result, it may be more difficult for Pengrowth to compete effectively for
acquisition opportunities in the future. There can be no assurance that Pengrowth will be able to
reorganize its legal and tax structure to reduce the expected impact of the October 31 Proposals.
In addition, there can be no assurance that Pengrowth will be able to maintain its
grandfathered status under the October 31 Proposals until 2011. If the Trust is deemed to have
undergone undue expansion during the transitional period from October 31, 2006 to December 31,
2010, the October 31 Proposals would become effective on a date earlier than January 1, 2011.
There can be no assurance that the ConocoPhillips Acquisition will not constitute undue expansion
of Pengrowth. Pengrowth has received, from the Department of Finance (Canada), a comfort letter
from the Department of Finance (Canada) to the effect that, subject to certain qualifications, a
ConocoPhillips Acquisition would not be treated as undue expansion under the October 31 Proposals.
However, such comfort letter is subject to certain qualifications and the contents thereof are not
binding. Any undue expansion of Pengrowth, whether as a result of the ConocoPhillips Acquisition
or otherwise, may result in the loss of grandfathered status. In any such event, the adverse
effects of the October 31 Proposals would be accelerated and would materially and adversely affect
Pengrowth and its Unitholders earlier than anticipated. In addition, loss of grandfathered status
could have a material and adverse effect on the value of the Trust Units.
No assurance can be given as to the final provisions of any legislation that may be enacted to
implement the October 31 Proposals. The terms of such provisions may differ from those of the
October 31 Proposals described herein, possibly in ways that would be materially adverse to
Pengrowth and the Unitholders.
Pengrowth may not be able to achieve the anticipated benefits of the ConocoPhillips Acquisition,
and the integration process may result in the loss of key employees and the disruption of ongoing
business, customer and employee relationships.
Achieving the benefits of the ConocoPhillips Acquisition depends in part on successfully
consolidating functions and integrating operations, procedures and personnel in a timely and
efficient manner, as well as the ability of Pengrowth to realize the anticipated growth
opportunities and synergies from acquiring the CP Assets and to achieve certain assumed commodity
prices. The integration of the CP Assets requires the dedication of substantial management time
and resources, which may divert managements focus and resources from other strategic opportunities
and from operational matters during this process. The integration process may result in the loss
of key employees and the disruption of ongoing business, customer and employee relationships that
may adversely affect Pengrowths ability to achieve the anticipated benefits of the ConocoPhillips
Acquisition.
If the ConocoPhillips Acquisition is not consummated, the Trust may not be able to find alternative
uses of the proceeds of this offering that will enable it to sustain distributions at anticipated
levels.
This offering is not conditioned upon the consummation of the ConocoPhillips Acquisition and
will close prior to the consummation of that transaction. The consummation of the ConocoPhillips
Acquisition is subject to a number of conditions. The Trust believes that these conditions are
achievable and that it is likely that the ConocoPhillips Acquisition will be consummated. However,
if the ConocoPhillips Acquisition is not consummated, the Trust will have issued additional Trust
Units without an identified use of proceeds to generate incremental cash flow for distributions on
such Trust Units. No assurance can be given that, if the ConocoPhillips Acquisition is not
consummated, the Trust will be able to identify uses of proceeds sufficient to sustain
distributions on the Trust Units at anticipated levels.
The ConocoPhillips Acquisition will materially increase our indebtedness, which may adversely
affect our distributions.
To
complete the ConocoPhillips Acquisition, in addition to utilizing the
net proceeds of this offering, we will borrow $647 million pursuant to a bridge
credit facility that is available to us until the date that it is 12 months from the closing of the
ConocoPhillips Acquisition (the Bridge Credit Facility), resulting in a material increase to
Pengrowths indebtedness. A portion of our cash flow from
operations will be dedicated to the payment of interest on our indebtedness, including the Bridge
Credit Facility and our other indebtedness, thereby reducing funds available for distribution. At
maturity, Pengrowth must repay or refinance its indebtedness. Our ability to make scheduled
payments of principal and interest on, or to refinance, our indebtedness will depend on future
operating performance and cash flow, which are subject to prevailing economic conditions, oil,
natural gas and NGLs pricing, prevailing interest rate levels, and financial, competitive, business
and other factors, many of which are beyond our control. Variations in exchange rates, interests
and scheduled principal repayments could result in significant changes in the amount we are
required to apply to service our debt, which may have a material adverse effect on our ability to
pay
distributions. Certain covenants in the agreements with our lenders may also limit the amount
of the royalty paid by the Corporation to the Trust and the distributions paid by us to our
Unitholders. If we become unable to pay our debt service charges or an event of default otherwise
occurs, our lenders may foreclose on, or sell, our properties. The net proceeds of any such sale
will be allocated firstly, to the repayment of our lenders and other creditors and only the
remainder, if any, will be payable to the Trust by the Corporation.
Advisory:
This material change report shall not constitute an offer to sell or the solicitation of an offer
to buy Pengrowth trust units, nor shall there be any sale of Pengrowth trust units in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Caution Regarding Engineering Terms:
When used in this material change report and in the schedules hereto, the term boe means barrels
of oil equivalent on the basis of one boe being equal to one barrel of oil or NGLs or 6,000 cubic
feet of natural gas (6 mcf: 1 bbl). Barrels of oil equivalent may be misleading, particularly if
used in isolation. A conversion ratio of six mcf of natural gas to one boe is based on an energy
equivalency conversion method primarily applicable at the burner tip and does not represent a value
equivalency at the wellhead.
The U.S. Securities and Exchange Commission (SEC) permits United States oil and natural gas
companies, in their filings therewith, to disclose only proved reserves net of royalties and
interests of others that geological and engineering data demonstrate with reasonable certainty to
be recoverable in future years from known reservoirs under existing economic and operating
conditions. Canadian securities laws permit oil and natural gas companies, in their filings with
Canadian securities regulators, to disclose reserves prior to the deduction of royalties and
interests of others, and to disclose probable reserves. Probable reserves are of a higher risk and
are generally believed to be less likely to be recovered than proved reserves. Certain reserve
information used herein to describe our reserves, such as probable reserve information, is
prohibited in filings with the SEC by U.S. oil and natural gas companies.
Caution Regarding Forward Looking Information:
This material change report contains forward-looking statements within the meaning of securities
laws, including the safe harbour provisions of the Ontario Securities Act and the United States
Private Securities Litigation Reform Act of 1995. Forward-looking information is often, but not
always, identified by the use of words such as anticipate, believe, expect, plan, intend,
forecast, target, project, may, will, should, could, estimate, predict or similar
words suggesting future outcomes or language suggesting an outlook. Forward-looking statements in
this press release include, but are not limited to, statements with respect to: benefits of the
Carson Creek Acquisition and the strategic business combination with Esprit, synergies, business
strategy and strengths, acquisition criteria, capital expenditures, reserves, reserve life indices,
estimated production, remaining producing reserve lives, and development plans and programs.
Statements relating to reserves are deemed to be forward-looking statements, as they involve the
implied assessment, based on certain estimates and assumptions that the reserves described exist in
the quantities predicted or estimated and can profitably be produced in the future.
Forward-looking statements and information are based on current beliefs as well as assumptions made
by and information currently available to Pengrowth concerning anticipated financial performance,
business prospects, strategies and regulatory developments. Although management considers these
assumptions to be reasonable based on information currently available to it, they may prove to be
incorrect.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both
general and specific, and risks that predictions, forecasts, projections and other forward-looking
statements will not be achieved. We caution readers not to place undue reliance on these
statements as a number of important factors could cause the actual results to differ materially
from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions
expressed in such forward-looking statements. These factors include, but are not limited to: the
volatility of oil and gas prices; production and development costs and capital expenditures; the
imprecision of reserve estimates and estimates of recoverable quantities of oil, natural gas and
liquids; Pengrowths ability to replace and expand oil and gas reserves; environmental claims and
liabilities; incorrect assessments of value when making acquisitions; increases in debt service
charges; the loss of key personnel; the marketability of production; defaults by third party
operators; unforeseen title defects; fluctuations in foreign currency and exchange rates;
inadequate
insurance coverage; compliance with environmental laws and regulations; changes in tax laws; the
failure to qualify as a mutual fund trust; and Pengrowths ability to access external sources of
debt and equity capital. Further information regarding these factors may be found under the
heading Business Risks in our managements discussion and analysis for the year ended December
31, 2005 and under Risk Factors in our Annual Information Form dated March 29, 2006.
The foregoing list of factors that may affect future results is not exhaustive. When relying on
our forward-looking statements to make decisions, investors and others should carefully consider
the foregoing factors and other uncertainties and potential events. Furthermore, the
forward-looking statements contained in this press release are made as of the date of this press
release, and Pengrowth does not undertake any obligation to up-date publicly or to revise any of
the included forward-looking statements, whether as a result of new information, future events or
otherwise. The forward-looking statements contained in this press release are expressly qualified
by this cautionary statement.
6. |
|
Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102: |
|
|
|
Not Applicable. |
|
7. |
|
Omitted Information: |
|
|
|
Not Applicable. |
|
8. |
|
Executive Officer: |
|
|
|
Mr. James S. Kinnear, Chairman, President and Chief Executive Officer, is knowledgeable
about the material change and may be reached at (403) 233-0224. |
|
9. |
|
Date of Report: |
|
|
|
Dated at Calgary, Alberta, this 29th day of November, 2006. |
Certificates of Pengrowth
Dated: November 29, 2006
The short form prospectus dated September 15, 2006 as amended by this material change report,
together with the documents incorporated herein by reference, will, as of the date of the last
supplement to this prospectus relating to the securities offered by this prospectus and the
supplement(s), constitute full, true and plain disclosure of all material facts relating to the
securities offered by this prospectus and the supplement(s) as required by the securities
legislation of each of the provinces of Canada. For the purpose of the Province of Québec, the
simplified prospectus dated September 15, 2006 as amended by this material change report, together
with documents incorporated herein by reference and as supplemented by the permanent information
record, will contain no representation that is likely to affect the value or the market price of
the securities to be distributed.
Pengrowth Energy Trust
By: Pengrowth Corporation as Administrator
|
|
|
(signed) James S. Kinnear
|
|
(signed) Christopher G. Webster |
James S. Kinnear
|
|
Christopher G. Webster |
President and Chief Executive Officer
|
|
Chief Financial Officer |
On behalf of the Board of Directors
|
|
|
(signed) Thomas A. Cumming
|
|
(signed) Wayne K. Foo |
Thomas A. Cumming
|
|
Wayne K. Foo |
Director
|
|
Director |
By: Pengrowth Management Limited, as Manager
|
|
|
(signed) James S. Kinnear
|
|
(signed) Gordon M. Anderson |
James S. Kinnear
|
|
Gordon M. Anderson |
President
|
|
Vice President, Financial Services |
|
|
in the capacity of Chief Financial Officer |
On behalf of the Board of Directors
(signed) James S. Kinnear
James S. Kinnear
Director
SCHEDULE
A
PENGROWTH UPDATED RESERVES INFORMATION
SUMMARY OF OIL AND GAS RESERVES
AND NET PRESENT VALUES OF FUTURE NET REVENUE
as of November 1, 2006
(using constant prices and costs as at October 31, 2006)
CONSTANT PRICES AND COSTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIL AND GAS RESERVES
|
|
|
|
LIGHT AND
|
|
|
HEAVY
|
|
|
NATURAL
|
|
|
|
MEDIUM OIL
|
|
|
OIL
|
|
|
GAS
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(bcf)
|
|
|
(bcf)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
64,585
|
|
|
|
55,077
|
|
|
|
9,465
|
|
|
|
8,462
|
|
|
|
529.4
|
|
|
|
414.6
|
|
Proved Developed Non-Producing
|
|
|
425
|
|
|
|
358
|
|
|
|
74
|
|
|
|
63
|
|
|
|
34.4
|
|
|
|
26.9
|
|
Proved Undeveloped
|
|
|
19,737
|
|
|
|
16,104
|
|
|
|
1,589
|
|
|
|
1,336
|
|
|
|
59.3
|
|
|
|
44.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
84,747
|
|
|
|
71,539
|
|
|
|
11,128
|
|
|
|
9,861
|
|
|
|
623.1
|
|
|
|
486.1
|
|
Probable Reserves
|
|
|
27,541
|
|
|
|
22,677
|
|
|
|
3,244
|
|
|
|
2,809
|
|
|
|
200.4
|
|
|
|
154.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
112,287
|
|
|
|
94,215
|
|
|
|
14,372
|
|
|
|
12,670
|
|
|
|
823.6
|
|
|
|
641.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATURAL GAS LIQUIDS
|
|
|
TOTAL OIL EQUIVALENT
BASIS(1)
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mboe)
|
|
|
(mboe)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
19,272
|
|
|
|
13,737
|
|
|
|
181,555
|
|
|
|
146,373
|
|
Proved Developed Non-Producing
|
|
|
753
|
|
|
|
524
|
|
|
|
6,993
|
|
|
|
5,434
|
|
Proved Undeveloped
|
|
|
2,866
|
|
|
|
2,020
|
|
|
|
34,074
|
|
|
|
26,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
22,890
|
|
|
|
16,281
|
|
|
|
222,623
|
|
|
|
178,702
|
|
Probable Reserves
|
|
|
6,659
|
|
|
|
4,774
|
|
|
|
70,444
|
|
|
|
55,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
29,573
|
|
|
|
21,028
|
|
|
|
294,204
|
|
|
|
235,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
(1) |
Natural gas has been converted to barrels of oil equivalent on
the basis of six mcf of natural gas being equal to one boe.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET PRESENT VALUES OF FUTURE NET REVENUE
|
|
|
|
CONSTANT PRICES AND COSTS
|
|
|
|
BEFORE INCOME TAXES
|
|
|
|
DISCOUNTED AT (%/YEAR)
|
|
RESERVES CATEGORY
|
|
0%
|
|
|
5%
|
|
|
10%
|
|
|
15%
|
|
|
20%
|
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
4,555.9
|
|
|
|
3,427.8
|
|
|
|
2,781.8
|
|
|
|
2,364.5
|
|
|
|
2,071.7
|
|
Proved Developed Non-Producing
|
|
|
184.9
|
|
|
|
143.0
|
|
|
|
117.8
|
|
|
|
100.8
|
|
|
|
88.4
|
|
Proved Undeveloped
|
|
|
870.6
|
|
|
|
602.8
|
|
|
|
444.1
|
|
|
|
341.6
|
|
|
|
271.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
5,611.4
|
|
|
|
4,173.5
|
|
|
|
3,343.7
|
|
|
|
2,806.8
|
|
|
|
2,431.1
|
|
Probable Reserves
|
|
|
1,943.7
|
|
|
|
1,156.3
|
|
|
|
798.7
|
|
|
|
601.8
|
|
|
|
478.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
7,555.1
|
|
|
|
5,329.8
|
|
|
|
4,142.5
|
|
|
|
3,408.6
|
|
|
|
2,909.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A-1
SCHEDULE
B
CONOCOPHILLIPS PROPERTIES RESERVES INFORMATION
SUMMARY OF OIL AND GAS RESERVES
AND NET PRESENT VALUES OF FUTURE NET REVENUE
as of November 1, 2006
(using constant prices and costs as at October 31, 2006)
CONSTANT
PRICES AND COSTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIL AND GAS RESERVES
|
|
|
|
LIGHT AND
|
|
|
HEAVY
|
|
|
NATURAL
|
|
|
|
MEDIUM OIL
|
|
|
OIL
|
|
|
GAS
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(bcf)
|
|
|
(bcf)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
13,188
|
|
|
|
11,897
|
|
|
|
5,326
|
|
|
|
4,957
|
|
|
|
140.6
|
|
|
|
120.7
|
|
Proved Developed Non-Producing
|
|
|
284
|
|
|
|
246
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2.7
|
|
|
|
2.1
|
|
Proved Undeveloped
|
|
|
1,476
|
|
|
|
1,112
|
|
|
|
313
|
|
|
|
263
|
|
|
|
21.1
|
|
|
|
19.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
14,948
|
|
|
|
13,255
|
|
|
|
5,639
|
|
|
|
5,220
|
|
|
|
164.4
|
|
|
|
141.9
|
|
Probable Reserves
|
|
|
5,126
|
|
|
|
4,466
|
|
|
|
1,575
|
|
|
|
1,414
|
|
|
|
41.3
|
|
|
|
35.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
20,074
|
|
|
|
17,722
|
|
|
|
7,214
|
|
|
|
6,635
|
|
|
|
205.7
|
|
|
|
177.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATURAL GAS
|
|
|
TOTAL OIL
|
|
|
|
LIQUIDS
|
|
|
EQUIVALENT
BASIS(1)
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mboe)
|
|
|
(mboe)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
2,911
|
|
|
|
2,058
|
|
|
|
44,865
|
|
|
|
39,021
|
|
Proved Developed Non-Producing
|
|
|
51
|
|
|
|
31
|
|
|
|
786
|
|
|
|
628
|
|
Proved Undeveloped
|
|
|
134
|
|
|
|
90
|
|
|
|
5,435
|
|
|
|
4,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
3,096
|
|
|
|
2,179
|
|
|
|
51,086
|
|
|
|
44,299
|
|
Probable Reserves
|
|
|
778
|
|
|
|
542
|
|
|
|
14,365
|
|
|
|
12,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
3,874
|
|
|
|
2,721
|
|
|
|
65,449
|
|
|
|
56,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
(1) Natural gas has been converted to barrels
of oil equivalent on the basis of six mcf of natural gas being
equal to one boe.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET PRESENT VALUES OF FUTURE NET REVENUE
|
|
|
|
CONSTANT PRICES AND COSTS
|
|
|
|
BEFORE INCOME TAXES
|
|
|
|
DISCOUNTED AT (%/YEAR)
|
|
RESERVES CATEGORY
|
|
0%
|
|
|
5%
|
|
|
10%
|
|
|
15%
|
|
|
20%
|
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
921.6
|
|
|
|
747.5
|
|
|
|
632.1
|
|
|
|
550.3
|
|
|
|
489.3
|
|
Proved Developed Non-Producing
|
|
|
20.3
|
|
|
|
14.4
|
|
|
|
11.0
|
|
|
|
8.8
|
|
|
|
7.4
|
|
Proved Undeveloped
|
|
|
97.3
|
|
|
|
60.0
|
|
|
|
39.2
|
|
|
|
26.4
|
|
|
|
18.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
1,039.2
|
|
|
|
821.8
|
|
|
|
682.3
|
|
|
|
585.5
|
|
|
|
514.7
|
|
Probable Reserves
|
|
|
311.1
|
|
|
|
196.2
|
|
|
|
137.3
|
|
|
|
102.8
|
|
|
|
80.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
1,350.3
|
|
|
|
1,018.0
|
|
|
|
819.6
|
|
|
|
688.4
|
|
|
|
595.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B-1
SCHEDULE
C
PENGROWTH PRO FORMA RESERVES
INFORMATION(1)
SUMMARY OF OIL AND GAS RESERVES
AND NET PRESENT VALUES OF FUTURE NET REVENUE
as of November 1, 2006
(using constant prices and costs as at October 31, 2006)
CONSTANT PRICES AND COSTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIL AND GAS RESERVES
|
|
|
|
LIGHT AND
|
|
|
HEAVY
|
|
|
NATURAL
|
|
|
|
MEDIUM OIL
|
|
|
OIL
|
|
|
GAS
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(bcf)
|
|
|
(bcf)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
77,773
|
|
|
|
66,975
|
|
|
|
14,791
|
|
|
|
13,419
|
|
|
|
670.0
|
|
|
|
535.2
|
|
Proved Developed Non-Producing
|
|
|
709
|
|
|
|
604
|
|
|
|
74
|
|
|
|
63
|
|
|
|
37.1
|
|
|
|
29.0
|
|
Proved Undeveloped
|
|
|
21,213
|
|
|
|
17,216
|
|
|
|
1,903
|
|
|
|
1,599
|
|
|
|
80.4
|
|
|
|
63.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
99,695
|
|
|
|
84,794
|
|
|
|
16,767
|
|
|
|
15,082
|
|
|
|
787.6
|
|
|
|
628.0
|
|
Probable Reserves
|
|
|
32,667
|
|
|
|
27,143
|
|
|
|
4,819
|
|
|
|
4,223
|
|
|
|
241.7
|
|
|
|
190.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
132,362
|
|
|
|
111,937
|
|
|
|
21,587
|
|
|
|
19,305
|
|
|
|
1,029.3
|
|
|
|
818.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATURAL GAS LIQUIDS
|
|
|
TOTAL OIL EQUIVALENT
BASIS(1)
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mboe)
|
|
|
(mboe)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
22,183
|
|
|
|
15,795
|
|
|
|
226,420
|
|
|
|
185,394
|
|
Proved Developed Non-Producing
|
|
|
804
|
|
|
|
555
|
|
|
|
7,780
|
|
|
|
6,062
|
|
Proved Undeveloped
|
|
|
3,000
|
|
|
|
2,110
|
|
|
|
39,509
|
|
|
|
31,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
25,986
|
|
|
|
18,460
|
|
|
|
273,708
|
|
|
|
223,001
|
|
Probable Reserves
|
|
|
7,463
|
|
|
|
5,344
|
|
|
|
85,239
|
|
|
|
68,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
33,449
|
|
|
|
23,803
|
|
|
|
358,944
|
|
|
|
291,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
(1) |
Natural gas has been converted to barrels of oil equivalent on
the basis of six mcf of natural gas being equal to one boe.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET PRESENT VALUES OF FUTURE NET REVENUE
|
|
|
|
CONSTANT PRICES AND COSTS
|
|
|
|
BEFORE INCOME TAXES
|
|
|
|
DISCOUNTED AT (%/YEAR)
|
|
RESERVES CATEGORY
|
|
0%
|
|
|
5%
|
|
|
10%
|
|
|
15%
|
|
|
20%
|
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
5,477.5
|
|
|
|
4,175.2
|
|
|
|
3,413.9
|
|
|
|
2,914.7
|
|
|
|
2,561.0
|
|
Proved Developed Non-Producing
|
|
|
205.2
|
|
|
|
157.3
|
|
|
|
128.8
|
|
|
|
109.6
|
|
|
|
95.7
|
|
Proved Undeveloped
|
|
|
967.9
|
|
|
|
662.8
|
|
|
|
483.3
|
|
|
|
368
|
|
|
|
289.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
6,650.6
|
|
|
|
4,995.3
|
|
|
|
4,026.0
|
|
|
|
3,392.4
|
|
|
|
2,945.8
|
|
Probable Reserves
|
|
|
2,254.8
|
|
|
|
1,352.5
|
|
|
|
936.0
|
|
|
|
704.6
|
|
|
|
559.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
8,905.4
|
|
|
|
6,347.8
|
|
|
|
4,962.0
|
|
|
|
4,097.0
|
|
|
|
3,505.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
(1) |
Pro forma, assuming completion of the ConocoPhillips Acquisition.
|
C-1
SCHEDULE
D
PENGROWTH UPDATED RESERVES INFORMATION
SUMMARY OF OIL AND GAS RESERVES
AND NET PRESENT VALUES OF FUTURE NET REVENUE
AS PER GLJS AND SALS EVALUATION
as of November 1, 2006
(using strip prices and costs as at October 31, 2006)
STRIP PRICES AND COSTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIL AND GAS RESERVES
|
|
|
|
LIGHT AND
|
|
|
HEAVY
|
|
|
NATURAL
|
|
|
|
MEDIUM OIL
|
|
|
OIL
|
|
|
GAS
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(bcf)
|
|
|
(bcf)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
64,626
|
|
|
|
55,620
|
|
|
|
10,047
|
|
|
|
8,710
|
|
|
|
528.7
|
|
|
|
413.9
|
|
Proved Developed Non-Producing
|
|
|
463
|
|
|
|
395
|
|
|
|
82
|
|
|
|
70
|
|
|
|
34.5
|
|
|
|
27.0
|
|
Proved Undeveloped
|
|
|
19,737
|
|
|
|
16,248
|
|
|
|
1,787
|
|
|
|
1,499
|
|
|
|
59.4
|
|
|
|
44.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
84,827
|
|
|
|
72,263
|
|
|
|
11,917
|
|
|
|
10,279
|
|
|
|
622.6
|
|
|
|
485.5
|
|
Probable Reserves
|
|
|
27,565
|
|
|
|
23,164
|
|
|
|
3,186
|
|
|
|
2,652
|
|
|
|
200.2
|
|
|
|
154.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
112,392
|
|
|
|
95,428
|
|
|
|
15,103
|
|
|
|
12,930
|
|
|
|
822.8
|
|
|
|
640.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATURAL GAS LIQUIDS
|
|
|
TOTAL OIL EQUIVALENT
BASIS(1)
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mboe)
|
|
|
(mboe)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
19,256
|
|
|
|
13,714
|
|
|
|
182,045
|
|
|
|
147,032
|
|
Proved Developed Non-Producing
|
|
|
760
|
|
|
|
531
|
|
|
|
7,055
|
|
|
|
5,487
|
|
Proved Undeveloped
|
|
|
2,865
|
|
|
|
2,019
|
|
|
|
34,283
|
|
|
|
27,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
22,880
|
|
|
|
16,264
|
|
|
|
223,386
|
|
|
|
179,729
|
|
Probable Reserves
|
|
|
6,688
|
|
|
|
4,801
|
|
|
|
70,809
|
|
|
|
56,410
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
29,569
|
|
|
|
21,065
|
|
|
|
294,196
|
|
|
|
236,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
(1) |
Natural gas has been converted to barrels of oil equivalent on
the basis of six mcf of natural gas being equal to one boe.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET PRESENT VALUES OF FUTURE NET REVENUE
|
|
|
|
STRIP PRICES AND COSTS
|
|
|
|
BEFORE INCOME TAXES DISCOUNTED AT (%/YEAR)
|
|
RESERVES CATEGORY
|
|
0%
|
|
|
5%
|
|
|
10%
|
|
|
15%
|
|
|
20%
|
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
5,410.1
|
|
|
|
4,011.4
|
|
|
|
3,241.5
|
|
|
|
2,755.1
|
|
|
|
2,417.8
|
|
Proved Developed Non-Producing
|
|
|
203.3
|
|
|
|
155.6
|
|
|
|
128.3
|
|
|
|
110.3
|
|
|
|
97.2
|
|
Proved Undeveloped
|
|
|
1,065.5
|
|
|
|
727.0
|
|
|
|
534.9
|
|
|
|
413.3
|
|
|
|
330.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
6,678.9
|
|
|
|
4,894.0
|
|
|
|
3,904.7
|
|
|
|
3,278.7
|
|
|
|
2,845.6
|
|
Probable Reserves
|
|
|
2,497.3
|
|
|
|
1,402.3
|
|
|
|
943.4
|
|
|
|
703.0
|
|
|
|
557.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
9,176.2
|
|
|
|
6,296.2
|
|
|
|
4,848.1
|
|
|
|
3,981.7
|
|
|
|
3,402.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D-1
SCHEDULE
E
CONOCOPHILLIPS
PROPERTIES RESERVES INFORMATION
SUMMARY OF OIL AND GAS RESERVES
AND NET PRESENT VALUES OF FUTURE NET REVENUE
AS PER GLJS EVALUATION
as
of November 1, 2006
(using strip prices and costs as at October 31, 2006)
STRIP PRICES AND COSTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIL AND GAS RESERVES
|
|
|
|
LIGHT AND
|
|
|
HEAVY
|
|
|
NATURAL
|
|
|
|
MEDIUM OIL
|
|
|
OIL
|
|
|
GAS
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(bcf)
|
|
|
(bcf)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
13,405
|
|
|
|
12,095
|
|
|
|
5,940
|
|
|
|
5,551
|
|
|
|
137.8
|
|
|
|
118.1
|
|
Proved Developed Non-Producing
|
|
|
286
|
|
|
|
247
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2.7
|
|
|
|
2.1
|
|
Proved Undeveloped
|
|
|
1,477
|
|
|
|
1,113
|
|
|
|
334
|
|
|
|
284
|
|
|
|
21.0
|
|
|
|
19.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
15,168
|
|
|
|
13,455
|
|
|
|
6,273
|
|
|
|
5,834
|
|
|
|
161.5
|
|
|
|
139.2
|
|
Probable Reserves
|
|
|
5,192
|
|
|
|
4,526
|
|
|
|
1,639
|
|
|
|
1,476
|
|
|
|
40.3
|
|
|
|
34.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
20,360
|
|
|
|
17,981
|
|
|
|
7,912
|
|
|
|
7,310
|
|
|
|
201.8
|
|
|
|
174.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OIL
|
|
|
|
NATURAL GAS LIQUIDS
|
|
|
EQUIVALENT
BASIS(1)
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mboe)
|
|
|
(mboe)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
2,901
|
|
|
|
2,050
|
|
|
|
45,214
|
|
|
|
39,372
|
|
Proved Developed Non-Producing
|
|
|
51
|
|
|
|
32
|
|
|
|
787
|
|
|
|
629
|
|
Proved Undeveloped
|
|
|
134
|
|
|
|
90
|
|
|
|
5,448
|
|
|
|
4,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
3,086
|
|
|
|
2,171
|
|
|
|
51,449
|
|
|
|
44,663
|
|
Probable Reserves
|
|
|
774
|
|
|
|
540
|
|
|
|
14,321
|
|
|
|
12,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
3,860
|
|
|
|
2,711
|
|
|
|
65,770
|
|
|
|
56,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
(1) |
Natural gas has been converted to barrels of oil equivalent on
the basis of six mcf of natural gas being equal to one boe.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET PRESENT VALUES OF FUTURE NET REVENUE
|
|
|
|
STRIP PRICES AND COSTS
|
|
|
|
BEFORE INCOME TAXES
|
|
|
|
DISCOUNTED AT (%/YEAR)
|
|
RESERVES CATEGORY
|
|
0%
|
|
|
5%
|
|
|
10%
|
|
|
15%
|
|
|
20%
|
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
1,103.6
|
|
|
|
900.1
|
|
|
|
765.2
|
|
|
|
669.1
|
|
|
|
597.3
|
|
Proved Developed Non-Producing
|
|
|
24.1
|
|
|
|
16.7
|
|
|
|
12.7
|
|
|
|
10.3
|
|
|
|
8.6
|
|
Proved Undeveloped
|
|
|
115.4
|
|
|
|
71.7
|
|
|
|
48.2
|
|
|
|
34.0
|
|
|
|
24.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
1,243.2
|
|
|
|
988.5
|
|
|
|
826.1
|
|
|
|
713.4
|
|
|
|
630.5
|
|
Probable Reserves
|
|
|
391.5
|
|
|
|
242.6
|
|
|
|
168.6
|
|
|
|
126.1
|
|
|
|
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
1,634.6
|
|
|
|
1,231.1
|
|
|
|
994.7
|
|
|
|
839.4
|
|
|
|
729.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-1
SCHEDULE
F
PENGROWTH PRO FORMA RESERVES
INFORMATION(1)
SUMMARY OF OIL AND GAS RESERVES
AND NET PRESENT VALUES OF FUTURE NET REVENUE
AS PER GLJS AND SALS EVALUATION
as of November 1, 2006
(using strip prices and costs as at October 31, 2006)
STRIP PRICES AND COSTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIL AND GAS RESERVES
|
|
|
|
LIGHT AND
|
|
|
HEAVY
|
|
|
NATURAL
|
|
|
|
MEDIUM OIL
|
|
|
OIL
|
|
|
GAS
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(bcf)
|
|
|
(bcf)
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
78,031
|
|
|
|
67,715
|
|
|
|
15,987
|
|
|
|
14,261
|
|
|
|
666.5
|
|
|
|
532.0
|
|
Proved Developed Non-Producing
|
|
|
749
|
|
|
|
642
|
|
|
|
82
|
|
|
|
70
|
|
|
|
37.2
|
|
|
|
29.0
|
|
Proved Undeveloped
|
|
|
21,214
|
|
|
|
17,361
|
|
|
|
2,121
|
|
|
|
1,783
|
|
|
|
80.4
|
|
|
|
63.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
99,995
|
|
|
|
85,718
|
|
|
|
18,190
|
|
|
|
16,113
|
|
|
|
784.1
|
|
|
|
624.8
|
|
Probable Reserves
|
|
|
32,757
|
|
|
|
27,690
|
|
|
|
4,825
|
|
|
|
4,128
|
|
|
|
240.5
|
|
|
|
1189.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
132,752
|
|
|
|
113,409
|
|
|
|
23,015
|
|
|
|
20,240
|
|
|
|
1,024.6
|
|
|
|
814.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATURAL GAS
|
|
|
TOTAL OIL
|
|
|
|
LIQUIDS
|
|
|
EQUIVALENT
BASIS(1)
|
|
|
|
Pengrowth
|
|
|
|
|
|
Pengrowth
|
|
|
|
|
RESERVES CATEGORY
|
|
Interest
|
|
|
Net
|
|
|
Interest
|
|
|
Net
|
|
|
|
(mbbls)
|
|
|
(mbbls)
|
|
|
(mboe)
|
|
|
(mboe)
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
22,157
|
|
|
|
15,764
|
|
|
|
227,259
|
|
|
|
186,403
|
|
Proved Developed Non-Producing
|
|
|
811
|
|
|
|
563
|
|
|
|
7,842
|
|
|
|
6,116
|
|
Proved Undeveloped
|
|
|
2,999
|
|
|
|
2,109
|
|
|
|
39,731
|
|
|
|
31,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
25,966
|
|
|
|
18,435
|
|
|
|
274,835
|
|
|
|
224,391
|
|
Probable Reserves
|
|
|
7,462
|
|
|
|
5,341
|
|
|
|
85,130
|
|
|
|
68,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
33,429
|
|
|
|
23,776
|
|
|
|
359,966
|
|
|
|
293,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
(1) |
Natural gas has been converted to barrels of oil equivalent on
the basis of six mcf of natural gas being equal to one boe.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET PRESENT VALUES OF FUTURE NET REVENUE
|
|
|
|
STRIP PRICES AND COSTS
|
|
|
|
BEFORE INCOME TAXES
|
|
|
|
DISCOUNTED AT (%/YEAR)
|
|
RESERVES CATEGORY
|
|
0%
|
|
|
5%
|
|
|
10%
|
|
|
15%
|
|
|
20%
|
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
|
($MM)
|
|
Proved Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
|
6,513.8
|
|
|
|
4,911.5
|
|
|
|
4,006.7
|
|
|
|
3,424.2
|
|
|
|
3,015.1
|
|
Proved Developed Non-Producing
|
|
|
227.4
|
|
|
|
172.3
|
|
|
|
141.1
|
|
|
|
120.5
|
|
|
|
105.8
|
|
Proved Undeveloped
|
|
|
1,180.9
|
|
|
|
798.7
|
|
|
|
583.0
|
|
|
|
447.3
|
|
|
|
355.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
7,922.0
|
|
|
|
5,882.5
|
|
|
|
4,730.8
|
|
|
|
3,992.1
|
|
|
|
3,476.1
|
|
Probable Reserves
|
|
|
2,888.8
|
|
|
|
1,644.9
|
|
|
|
1,112.0
|
|
|
|
829.1
|
|
|
|
656.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Plus Probable Reserves
|
|
|
10,810.8
|
|
|
|
7,527.4
|
|
|
|
5,842.8
|
|
|
|
4,821.2
|
|
|
|
4,132.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
|
(1) |
Pro forma, assuming completion of the ConocoPhillips Acquisition.
|
F-1
SCHEDULE
G
PRICING ASSUMPTIONS
SUMMARY OF PRICING ASSUMPTIONS RESERVES INFORMATION
as of October 31, 2006
CONSTANT PRICES AND COSTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIL
|
|
|
NATURAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WTI
|
|
|
Edmonton
|
|
|
Cromer
|
|
|
Hardisty
|
|
|
GAS
|
|
|
NGLx(1)
|
|
|
|
|
|
|
Cushing
|
|
|
Par Price
|
|
|
Medium
|
|
|
Heavy
|
|
|
AECO Gas
|
|
|
|
|
|
|
|
|
Pentanes
|
|
|
EXCHANGE
|
|
YEAR(3)
|
|
Oklahoma
|
|
|
400
API
|
|
|
29.30
API
|
|
|
120
API
|
|
|
Price
|
|
|
Propane
|
|
|
Butane
|
|
|
Plus
|
|
|
RATE(2)
|
|
|
|
($US/bbl)
|
|
|
($Cdn/bbl)
|
|
|
($Cdn/bbl)
|
|
|
($Cdn/bbl)
|
|
|
($Cdn/mmbtu)
|
|
|
($Cdn/bbl)
|
|
|
($Cdn/bbl)
|
|
|
($Cdn/bbl)
|
|
|
($US/Cdn)
|
|
|
2006(4)
|
|
|
58.73
|
|
|
|
61.72
|
|
|
|
49.20
|
|
|
|
25.45
|
|
|
|
7.21
|
|
|
|
43.20
|
|
|
|
52.46
|
|
|
|
62.07
|
|
|
|
0.8907
|
|
Notes:
|
|
(1)
|
FOB Edmonton.
|
|
(2)
|
The exchange rate used to generate the benchmark reference
prices in this table.
|
|
(3)
|
Information provided as at November 1, 2006
|
|
(4)
|
This forecast represents the constant price forecast used by GLJ.
|
NYMEX
(October 31, 2006) FORWARD STRIP PRICING UNTIL
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIGHT CRUDE OIL
|
|
|
HEAVY
|
|
|
NGLs
|
|
|
|
|
|
|
|
|
|
|
|
|
WTI
|
|
|
Edmonton
|
|
|
CRUDE OIL
|
|
|
AT EDMONTON
|
|
|
|
|
|
|
Exchange
|
|
|
|
|
|
Cushing
|
|
|
Par Price
|
|
|
Heavy
|
|
|
|
|
|
|
|
|
Pentanes
|
|
|
|
|
Year
|
|
Rate
|
|
|
Inflation
|
|
|
Oklahoma
|
|
|
40 API
|
|
|
at Hardisty
|
|
|
Propane
|
|
|
Butane
|
|
|
Plus
|
|
|
Sulphur
|
|
|
|
$US/$Cdn
|
|
|
%
|
|
|
$US/bbl
|
|
|
$Cdn/bbl
|
|
|
$Cdn/bbl
|
|
|
$Cdn/bbl
|
|
|
$Cdn/bbl
|
|
|
$Cdn/bbl
|
|
|
$Cdn/lt
|
|
|
2006
|
|
|
0.8868
|
|
|
|
0.0
|
|
|
|
58.73
|
|
|
|
65.21
|
|
|
|
37.96
|
|
|
|
41.71
|
|
|
|
48.21
|
|
|
|
66.46
|
|
|
|
28.00
|
|
2007
|
|
|
0.9037
|
|
|
|
2.0
|
|
|
|
64.59
|
|
|
|
70.48
|
|
|
|
41.48
|
|
|
|
45.23
|
|
|
|
52.23
|
|
|
|
71.98
|
|
|
|
18.50
|
|
2008
|
|
|
0.9046
|
|
|
|
2.0
|
|
|
|
67.46
|
|
|
|
73.58
|
|
|
|
44.58
|
|
|
|
47.08
|
|
|
|
54.33
|
|
|
|
75.08
|
|
|
|
7.00
|
|
2009
|
|
|
0.9142
|
|
|
|
2.0
|
|
|
|
67.06
|
|
|
|
72.36
|
|
|
|
44.61
|
|
|
|
46.36
|
|
|
|
53.61
|
|
|
|
73.86
|
|
|
|
7.00
|
|
2010
|
|
|
0.9254
|
|
|
|
2.0
|
|
|
|
65.79
|
|
|
|
70.12
|
|
|
|
43.87
|
|
|
|
44.87
|
|
|
|
51.87
|
|
|
|
71.62
|
|
|
|
8.00
|
|
2011
|
|
|
0.9254
|
|
|
|
2.0
|
|
|
|
64.58
|
|
|
|
68.81
|
|
|
|
44.06
|
|
|
|
44.06
|
|
|
|
50.81
|
|
|
|
70.31
|
|
|
|
9.50
|
|
Thereafter
|
|
|
0.9254
|
|
|
|
2.0
|
|
|
|
+2%/YEAR
|
|
|
|
+2%/YEAR
|
|
|
|
+2%/YEAR
|
|
|
|
+2%/YEAR
|
|
|
|
+2%/YEAR
|
|
|
|
+2%/YEAR
|
|
|
|
+2%/YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NATURAL GAS
|
|
|
|
Exchange
|
|
|
|
|
|
|
|
|
Sable
|
|
|
Alberta Spot
|
|
|
Alberta Spot
|
|
Year
|
|
Rate
|
|
|
Inflation
|
|
|
Henry Hub
|
|
|
Plant-gate
|
|
|
Plant-gate
|
|
|
@AECO-C
|
|
|
|
$US/$Cdn
|
|
|
%
|
|
|
$US mmbtu
|
|
|
$Cdn/mmbtu
|
|
|
$Cdn/mmbtu
|
|
|
$Cdn/mmbtu
|
|
|
2006
|
|
|
0.8868
|
|
|
|
0.0
|
|
|
|
7.53
|
|
|
|
7.59
|
|
|
|
7.31
|
|
|
|
7.52
|
|
2007
|
|
|
0.9037
|
|
|
|
2.0
|
|
|
|
7.86
|
|
|
|
8.58
|
|
|
|
7.82
|
|
|
|
8.04
|
|
2008
|
|
|
0.9046
|
|
|
|
2.0
|
|
|
|
8.08
|
|
|
|
8.09
|
|
|
|
7.72
|
|
|
|
7.94
|
|
2009
|
|
|
0.9142
|
|
|
|
2.0
|
|
|
|
7.75
|
|
|
|
7.52
|
|
|
|
7.41
|
|
|
|
7.62
|
|
2010
|
|
|
0.9254
|
|
|
|
2.0
|
|
|
|
7.38
|
|
|
|
6.83
|
|
|
|
6.81
|
|
|
|
7.02
|
|
2011
|
|
|
0.9254
|
|
|
|
2.0
|
|
|
|
6.92
|
|
|
|
6.60
|
|
|
|
6.57
|
|
|
|
6.78
|
|
Thereafter
|
|
|
0.9254
|
|
|
|
2.0
|
|
|
|
+2%/YEAR
|
|
|
|
+2%/YEAR
|
|
|
|
+2%/YEAR
|
|
|
|
+2%/YEAR
|
|
Note:
|
|
(1) |
The Strip Price forecast has been estimated by GLJ using as a
basis the NYMEX futures strip for light sweet crude oil and
natural gas for the indicated date. The light sweet crude oil
contracts require delivery at Cushing, Oklahoma and the natural
gas contracts require delivery to Henry Hub in Louisiana. GLJ
uses historically derived differentials to estimate the price at
the various points, for the different product types and for the
different crude qualities. These prices are applied to the
various products to calculate the revenue.
|
G-1
SCHEDULE
H
DEFINED TERMS AND ABBREVIATIONS
In this material change report and the schedules hereto, the following terms shall have the
following meanings;
API means American Petroleum Institute;
bbl, bbls, mbbls and mmbbls refers to barrel, barrels, thousands of barrels and millions of
barrels, respectively;
bblpd refers to barrels per day;
boe, mboe and mmboe refers to barrels of oil equivalent, thousands of barrels of oil
equivalent and millions of barrels of oil equivalent, respectively;
boepd refers to barrels of oil equivalent per day;
GLJ means GLJ Petroleum Consultants Ltd., independent reserves evaluators;
Gross, with respect to production and reserves, refers to the total production and reserves
attributable to a property before the deduction of royalties, and, with respect to land and wells,
refers to the total number of acres or wells, as the case may be, in which Pengrowth has a working
interest or a royalty interest;
Mechanical Update means an update of reserves information making no adjustment to forecast
production and costs used from a NI 51-101 compliant report other than changing the effective date
such that any production and costs between the NI 51-101 compliant report effective date and the
new effective date are excluded. Items that may have changed and, which are not reflected in the
Mechanical Update, are items such as reserve additions, changes in operating costs and, to the
extent there may be any, performance changes;
$MM refers to millions of dollars;
mmbtu refers to a million British thermal units;
mcf, mmcf and bcf refers to thousands of cubic feet, millions of cubic feet and billions of
cubic feet, respectively;
mmcfpd refers to millions of cubic feet per day;
NI 51-101 means National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities of
the Canadian Securities Administrators;
Net refers to Pengrowths working interest share of production or reserves, as the case may be,
after the deduction of royalties, and, with respect to land and wells, refers to Pengrowths
working interest share therein;
NGLs refers to natural gas liquids;
Pengrowth Interest refers to Pengrowths working interest and royalty interest share of reserves
before the deduction of royalties;
Probable Reserves refers to those additional reserves that are less likely to be recovered than
Proved Reserves. It is equally likely that the actual remaining quantities recovered will be
greater or less than the sum of the estimated Proved Reserves plus Probable Reserves;
Proved Reserves refers to those reserves that can be estimated with a high degree of certainty to
be recoverable. It is likely that the actual remaining quantities recovered will exceed the
estimated proved reserves;
Reserves refers to estimated remaining quantities of oil and natural gas and related substances
anticipated to be recovered from known accumulations, from a given date forward, based on: (i)
analysis of drilling, geological, geophysical and engineering data; (ii) the use of established
technology; and specified economic conditions which are generally accepted as being reasonable and
shall be disclosed. Reserves are classified according to the degree of certainty associated with
the estimate;
royalty interest refers to an interest in an oil and gas property consisting of a royalty granted
in respect of production from the property;
Total Proved Plus Probable Reserves means the aggregate of Proved Reserves and Probable Reserves
before the deduction of royalties; and
working interest refers to the percentage of undivided interest held by Pengrowth in an oil and
gas property.