Filed pursuant to General Instruction II.L of Form F-10

File No. 333-137221

This prospectus supplement (the “Prospectus Supplement”), together with the short form base shelf prospectus dated September 15, 2006 to which it relates (the “Prospectus”), and each document incorporated by reference into the Prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Information has been incorporated by reference into the Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated therein by reference may be obtained on request without charge from the Secretary of Pengrowth Corporation at 2900, 240 – 4th Avenue S.W., Calgary, Alberta T2P 4H4, telephone: 1-800-223-4122, or by accessing disclosure documents available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. For the purposes of the Province of Québec, the Prospectus and this Prospectus Supplement contain information to be completed by consulting the permanent information record. A copy of the permanent information record may be obtained from the Secretary of Pengrowth at the above-mentioned address and telephone number.

Prospectus Supplement

To the Short Form Base Shelf Prospectus dated September 15, 2006

PENGROWTH ENERGY TRUST

$420,021,000

18,585,000 Trust Units

We are offering 18,585,000 trust units (“Trust Units”) of Pengrowth Energy Trust (the “Trust”) at a price of $22.60 per Trust Unit. The offering price for the Trust Units was determined by negotiation between the Trust and RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., TD Securities Inc., Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc., Sprott Securities Inc., Canaccord Capital Corporation, Raymond James Ltd., Dundee Securities Corporation, FirstEnergy Capital Corp. and Peters & Co. Limited (collectively, the “Underwriters”). We have also granted to the Underwriters option (the “Underwriters’ Option”), exercisable in whole or in part until 4:00 p.m. (Calgary time) on the day before the Closing Date (as defined below), to purchase up to an additional 4,725,000 Trust Units at the per Trust Unit price set out above. See “Plan of Distribution”.

Investing in the Trust Units involves risks. See “Risk Factors” beginning on page S-15 of the Prospectus Supplement and page 17 of the accompanying Prospectus.

The outstanding Trust Units are listed and posted for trading on the New York Stock Exchange (“NYSE”) under the symbol “PGH” and on the Toronto Stock Exchange (“TSX”) under the symbol “PGF.UN”. On September 15, 2006, the last trading day prior to the announcement of this offering, the closing price of the Trust Units on the NYSE was US$20.83 per Trust Unit and the closing price of the Trust Units on the TSX was Cdn$23.35 per Trust Unit. The TSX has conditionally approved the listing of the Trust Units offered by this Prospectus Supplement. Listing will be subject to our fulfillment of all the listing requirements of the TSX on or before December 18, 2006.

Further particulars concerning the attributes of the Trust Units are set out under “Description of Trust Units” in the accompanying Prospectus, which provides for the issuance from time to time of up to $2,000,000,000 of Trust Units and/or subscription receipts over a 25-month period.

Notes:

     The Underwriters, as principals, conditionally offer the Trust Units, subject to prior sale, if, as and when issued by us and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution”, and subject to the approval of certain legal matters by Bennett Jones LLP on our behalf and by Fraser Milner Casgrain LLP on behalf of the Underwriters. See “Plan of Distribution”.

      Subscriptions for Trust Units will be received subject to rejection or allotment in whole or in part and we reserve the right to close the subscription books at any time without notice. It is expected that the certificates representing the Trust Units offered by this Prospectus Supplement will be available for delivery at closing. The closing of this offering is anticipated to occur on or about September 28, 2006 or such other date as may be agreed upon by us and the Underwriters (the “Closing Date”), but in any event not later than September 29, 2006. The Underwriters may over-allot or effect transactions which stabilize or maintain the market price for the Trust Units at levels other than those which otherwise might prevail in the open markets. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

      Each of RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., TD Securities Inc. and HSBC Securities (Canada) Inc. is a subsidiary of a Canadian chartered bank which is one of our lenders and to which we are currently indebted. Consequently, we may be considered to be a connected issuer of such Underwriters for the purposes of securities regulations in certain provinces. The net proceeds from this offering may be used to reduce our indebtedness to such bank. See “Relationship between the Trust and the Underwriters”, “Use of Proceeds” and “Consolidated Capitalization”.

      Neither the United States Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these Trust Units nor passed upon the accuracy or adequacy of this Prospectus Supplement and the Prospectus. Any representation to the contrary is a criminal offence.

      We are permitted, under the multi-jurisdictional disclosure system adopted by the United States, to prepare this Prospectus Supplement and the accompanying Prospectus in accordance with Canadian disclosure requirements. You should be aware that such requirements are different from those of the United States. We have prepared our financial statements included or incorporated herein by reference in accordance with Canadian generally accepted accounting principles, and they are subject to Canadian auditing and auditor independence standards. Thus, they may not be comparable to the financial statements of U.S. companies or trusts. Information regarding the impact upon our financial statements of significant differences between Canadian and U.S. generally accepted accounting principles is contained in the notes to our annual consolidated financial statements incorporated by reference in the Prospectus.

      The 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 included herein and in the documents incorporated by reference 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.

      You should be aware that the purchase, holding or disposition of the Trust Units may subject you to tax consequences both in the United States and Canada. This Prospectus Supplement and the accompanying Prospectus may not describe these tax consequences fully. You should read the tax discussion in the Prospectus fully, and obtain independent tax advice as necessary.

      Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that we are formed under the laws of the Province of Alberta, Canada, most of the officers and directors of the Corporation (as defined below) and most of the experts named in this Prospectus Supplement and the Prospectus are residents of Canada, and a substantial portion of our assets are located outside the United States.

      The return on an investment in Trust Units is not comparable to the return on an investment in a fixed-income security. The recovery of the initial investment made by a Unitholder is at risk, and the anticipated return on the Unitholder’s investment is based on many performance assumptions. Although we intend to make distributions of a portion of our available cash, these cash distributions may be reduced or suspended. Cash distributions are not

guaranteed. Our ability to make cash distributions and the actual amount distributed will depend on numerous factors including, among other things: our financial performance, debt obligations, working capital requirements and future capital requirements, all of which are susceptible to a number of risks. In addition, the market value of the Trust Units may decline as a result of many factors, including our inability to meet our cash distribution targets in the future, and that decline may be significant. You should also consider the particular risk factors that may affect the industry in which we operate, and therefore the stability of the distributions you would receive. See “Risk Factors” herein and in the Prospectus. This section also describes our assessment of those risk factors, as well as potential consequences to you if a risk should occur.

      The after-tax return from an investment in Trust Units to Unitholders, for Canadian income tax purposes, can be made up of both a return on, and a return of, capital. That composition may change over time, thus affecting an investor’s after-tax return. Returns on capital are generally taxed as ordinary income or as dividends in the hands of a Unitholder. Returns of capital are generally tax-deferred for Unitholders who are resident in Canada for purposes of the Tax Act (and reduce such Unitholder’s adjusted cost base in the Trust Unit for purposes of the Tax Act). Returns of capital to a Unitholder who is not resident in Canada for purposes of the Tax Act or is a partnership that is not a “Canadian partnership” for purposes of the Tax Act will be subject to Canadian withholding tax. Prospective Unitholders should consult their own tax advisors with respect to the Canadian income tax considerations in their own circumstances. See “Distributions” in the Prospectus.

      The Trust Units are not “deposits” within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under the provisions of that Act or any other legislation. Furthermore, we are not a trust company and, accordingly, are not registered under any trust and loan company legislation as we do not carry on, or intend to carry on, the business of a trust company.

TABLE OF CONTENTS

DEFINITIONS, ABBREVIATIONS AND OTHER MATTERS

      All dollar amounts in this Prospectus Supplement and in the Prospectus are expressed in Canadian dollars, except where otherwise indicated. References to “$” or “Cdn$” are to Canadian dollars and references to “US$” are to United States dollars.

      Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus Supplement or in the Prospectus is determined using Canadian generally accepted accounting principles, which we refer to as “Canadian GAAP”. “U.S. GAAP” means generally accepted accounting principles in the United States. The financial statements incorporated by reference herein have been prepared in accordance with Canadian GAAP, which differs from U.S. GAAP. Therefore, our comparative consolidated financial statements, Esprit Energy Trust’s (“Esprit”) comparative consolidated financial statements, and the pro forma consolidated financial statements after giving effect to the merger with Esprit, which are all incorporated by reference in the Prospectus, may not be comparable to financial statements prepared in accordance with U.S. GAAP. You should refer to the notes to our

comparative audited consolidated financial statements for a discussion of the principal differences between financial results calculated under Canadian GAAP and under U.S. GAAP.

      In this Prospectus Supplement 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;

“Corporation” refers to Pengrowth Corporation, a corporation existing under the laws of the Province of Alberta;

“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;

“$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;

“Net” refers to Pengrowth’s 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 Pengrowth’s working interest share therein;

“NGLs” refers to natural gas liquids;

“Pengrowth Interest” refers to Pengrowth’s 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

“Tax Act” refers to the Income Tax Act (Canada), and the regulations promulgated thereunder, as amended from time to time;

“Trust” refers to Pengrowth Energy Trust, an oil and gas royalty trust existing under the laws of the Province of Alberta;

“Trust Unit” refers to a trust unit of the Trust, but does not include the Class A trust units of the Trust;

“Unitholders” refers to the holders of Trust Units and, to the extent the context requires, the Class A trust units of the Trust; and

“we”, “us”, “our” and “Pengrowth” refer to Pengrowth Energy Trust and Pengrowth Corporation on a consolidated basis as the context requires.

“working interest” refers to the percentage of undivided interest held by Pengrowth in an oil and gas property.

IMPORTANT NOTICE ABOUT INFORMATION IN

THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

      This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Trust Units we are offering and adds to and updates certain information contained in the accompanying Prospectus and the documents incorporated by reference therein. The second part, the accompanying Prospectus, gives more general information, some of which may not apply to the Trust Units we are offering.

      This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Prospectus solely for the purposes of the offering of the Trust Units offered hereby. Other documents are also incorporated by reference or deemed to be incorporated by reference into the Prospectus. See “Documents Incorporated by Reference in the Prospectus” herein for a list of all documents incorporated by reference herein and in the Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE IN THE PROSPECTUS

      Information has been incorporated by reference in the Prospectus from documents filed with securities commissions or similar authorities in Canada and with the SEC in the United States. Copies of the documents incorporated by reference may be obtained on request without charge from the Secretary of the Corporation at 2900, 240 – 4th Avenue S.W., Calgary, Alberta T2P 4H4 (telephone: 1-800-223-4122). For the purpose of the Province of Québec, the Prospectus and this Prospectus Supplement contain information to be completed by consulting the permanent information record. A copy of the permanent information record may be obtained from the Secretary of the Corporation at the above-mentioned address and telephone number. These documents are also available through the internet on the System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com.

      The following documents of the Trust filed with securities commissions or similar authorities in each of the provinces of Canada and the SEC are incorporated by reference into the Prospectus:

      Any statement in the Prospectus or any document incorporated or deemed to be incorporated by reference therein, for the purposes of the offering of the Trust Units offered hereby, shall be deemed to be modified or superseded to the extent that a statement contained in this Prospectus Supplement or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference in this Prospectus Supplement or the accompanying Prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to be incorporated by reference herein or to constitute a part of this Prospectus Supplement or the accompanying Prospectus.

      To the extent that any document or information incorporated by reference herein or into the Prospectus is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor form) that is filed with or furnished to the SEC, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement of which this Prospectus Supplement forms a part. In addition, we may incorporate by reference into this Prospectus Supplement and the Prospectus information from documents that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended.

      You should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. We have not, and the Underwriters have not, authorized anyone to provide you with different or additional information. We are not, and the Underwriters are not, making an offer of these Trust Units in any jurisdiction where the offer is not permitted by law. You should assume that the information contained in this Prospectus Supplement and the accompanying Prospectus, as well as information we previously filed with the SEC and with the securities commissions in each of the provinces of Canada and incorporated by reference in the accompanying Prospectus, is accurate as of its respective date only. Our business, financial condition, results of operations and prospects may have changed since those dates.

FORWARD-LOOKING STATEMENTS

      Certain statements contained in this Prospectus Supplement, the accompanying Prospectus and the documents incorporated by reference herein and therein, constitute “forward-looking statements” within the meaning of securities laws, including the “safe harbour” provisions of the Securities Act (Ontario), the United States Private Securities Litigation Reform Act of 1995, section 21 E of the United States Securities Exchange Act of 1934, as amended, and section 27A of the United States Securities Act of 1933, as amended. These statements relate to future events or our future performance. All statements, other than statements of historical fact, are forward-looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in our forward-looking statements. We believe the expectations reflected in those forward-looking statements are reasonable. However, we cannot assure you that these expectations will prove to be correct. You should not unduly rely on forward-looking statements included, or incorporated by reference, in this Prospectus Supplement or the Prospectus.

      In particular, this Prospectus Supplement, the Prospectus and the documents incorporated by reference therein contain forward-looking statements pertaining to the following:

      Our actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this Prospectus Supplement, the Prospectus or the documents incorporated by reference therein:

      Statements relating to “reserves” or “resources” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably produced in the future.

      Readers are cautioned that the foregoing lists of factors are not exhaustive. When relying on our forward-looking statements to make decisions with respect to Pengrowth, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Furthermore, the forward-looking statements contained in this Prospectus Supplement, the Prospectus, including documents incorporated by reference therein are made only as of the date of such document and Pengrowth does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The forward-looking statements contained in this Prospectus, including the Prospectus and the documents incorporated by reference therein are expressly qualified by this cautionary statement.

WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the SEC a registration statement on Form F-10 relating to the Trust Units, of which this Prospectus Supplement and the Prospectus form a part. This Prospectus Supplement does not contain all of the information contained in the registration statement, certain items of which are contained in the exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information about Pengrowth and the Trust Units, please refer to the registration statement.

      We file annual and quarterly financial information and material change reports and other material with the SEC and with the securities commission or similar regulatory authority in each of the provinces of Canada. Under the multi-jurisdictional disclosure system adopted by the United States, documents and other information that we file with the SEC may be prepared in accordance with the disclosure requirements of Canada, which are different from those of the United States. You may read and copy any document that we have filed with the SEC at the SEC’s public reference rooms in Washington, D.C. and Chicago, Illinois. You may also obtain copies of those documents from the public reference room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 by paying a fee. You should call the SEC at 1-800-SEC-0330 or access its website at www.sec.gov for further information about the public reference rooms. You may read and download some of the documents we have filed with the SEC’s Electronic Data Gathering and Retrieval (“EDGAR”) system at www.sec.gov. You may read and download any public document that we have filed with the securities commissions or similar authorities in each of the provinces of Canada at www.sedar.com.

CURRENCY EXCHANGE RATES

      The financial statements included or incorporated by reference in this Prospectus Supplement and the Prospectus are in Canadian dollars, unless otherwise indicated. The following table sets forth, for each period indicated, the high and low exchange rates, the average of such exchange rates during such period, and the exchange rate at the end of such period, based on the daily noon rate of exchange as reported by the Federal Reserve Bank of New York. These rates are set forth as United States dollars per Cdn $1.00 and are the inverse of the rates quoted by the Federal Reserve Bank of New York for Canadian dollars per US$1.00. On September 20, 2006, the noon exchange rate was Cdn.$1.00 equals US$0.8872.

RECENT DEVELOPMENTS

      References in this Prospectus Supplement and the Schedules hereto to boe, mboe and mmboe may be misleading, particularly if used in isolation. A conversion ratio of 6 mcf to one barrel of crude oil equivalent is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Esprit Business Combination

      We announced, on July 24, 2006, that we had entered into a definitive agreement providing for the combination of Esprit and the Trust. The combination is expected to close on October 2, 2006 and is subject to the approval of the holders of trust units of Esprit on September 26, 2006. The combined trust will retain the Pengrowth name and will be supported by the combined team of technical, management and operational personnel of Pengrowth and Esprit.

      Under the terms of the Combination Agreement, each Esprit trust unit will be exchanged for 0.53 of a Trust Unit. On completion of the combination, existing Pengrowth and Esprit unitholders will own approximately 82% and 18%, respectively, of the combined trust prior to completion of the offering pursuant to this Prospectus Supplement.

Transaction Highlights

      The combination of Pengrowth and Esprit provides the following financial and operational benefits to Unitholders:

      GLJ Petroleum Consultants Ltd. (“GLJ”) and Sproule Associates Limited (“Sproule”) have evaluated the assets associated with Esprit as at July 1, 2006 in compliance with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). The following table summarizes the combination of GLJ’s and Sproule’s assessment of the before royalty Pengrowth Interest reserves being acquired using constant and escalated pricing.

Carson Creek Acquisition

      We announced on September 18, 2006 that we have entered into a definitive agreement to acquire all of ExxonMobil Canada Energy’s average 89 percent operated working interest in properties in the Carson Creek area of Alberta and the adjacent Carson Creek Gas Plant (collectively, “Carson Creek”) for a total purchase price of $475 million, prior to adjustments (the “Carson Creek Acquisition”). The Carson Creek Acquisition is expected to close September 28, 2006, with an adjustment date of September 1, 2006, and is subject to customary conditions and regulatory approvals.

Transaction Highlights

      The Carson Creek Acquisition provides the following financial and operational benefits to Unitholders:

Carson Creek Acquisition Summary

      The Corporation, 1268071 Alberta Ltd. (“Pengrowth Acquisition Company”) and ExxonMobil Canada Energy (“ExxonMobil”) have entered into a share sale agreement dated September 18, 2006 (the “Share Sale Agreement”). Pengrowth Acquisition Company is a wholly-owned subsidiary of the Corporation. To facilitate the acquisition, ExxonMobil will acquire common shares and preferred shares of 3174792 Nova Scotia Company (“ExxonMobil Sub”). Pengrowth Acquisition Company will acquire all of the shares of the ExxonMobil Sub through a series of transactions whereby Pengrowth Acquisition Company will subscribe for common shares of ExxonMobil Sub, ExxonMobil Sub will redeem the preferred shares held by ExxonMobil and Pengrowth Acquisition Company will acquire all of the remaining outstanding common shares of ExxonMobil Sub. The total consideration payable by Pengrowth Acquisition Company to ExxonMobil under the Share Sale Agreement is $475 million, prior to adjustments.

      When acquired by Pengrowth Acquisition Company, ExxonMobil Sub will own and control an 87.5 percent operated working interest in Carson Creek North Unit No. 1 (the “Carson Creek North Unit”) and a 95.1 percent operated working interest in both Carson Creek Unit No. 1 and the Carson Creek Gas Plant. Carson Creek has production of approximately 5,100 boepd, consisting of 3,450 boepd of light crude oil and natural gas liquids and 10.0 mmcf of natural gas per day. When completed, and prior to the business combination with Esprit the Carson Creek Acquisition will increase Pengrowth’s overall current production by about 9% to approximately 62,500 boepd.

      When completed, the Carson Creek Acquisition will also increase our Total Proved Plus Probable reserves by approximately 18.9 mmboe consisting primarily of high quality 44 degree API light crude oil (on a company interest before royalties basis using GLJ constant pricing).

      We believe Carson Creek is regarded as one of the larger conventional reservoirs in western Canada. Carson Creek is located just 20 kilometers (12.5 miles) south of our existing interests in Judy Creek and Swan Hills Unit No. 1, and will significantly expand our key light oil focus area. The Carson Creek North Unit offers stable long term light crude oil production with potential reserves upside through prospective up-hole zone development, potential infill drilling and enhanced oil recovery opportunities similar to other Swan Hills pools in this area. Pengrowth is an experienced operator of enhanced oil recovery properties (as a result of a successful miscible flood program at Judy Creek and other innovations) and Carson Creek’s proximity to Judy Creek, our largest operated property, offers the potential for operating synergies.

      We will also receive additional beneficial ownership of gross overriding royalties and working interests in non-unitized zones and lands in the area surrounding Carson Creek.

Reserves

      GLJ has evaluated the assets being acquired in the Carson Creek Acquisition as at July 1, 2006 in compliance with NI 51-101. The following table summarizes GLJ’s assessment of the before royalty Pengrowth Interest reserves being acquired, using constant pricing.

Pro Forma Description of Pengrowth Following the Carson Creek Acquisition and the Business Combination With Esprit

      Negotiations were undertaken by us with ExxonMobil Canada Energy and with Esprit with a view to acquiring a combination of high quality oil and natural gas properties that would enhance Pengrowth’s interests in our core properties and would provide up side 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. The two transactions, when examined together, will add significant value to Unitholders and will provide a broad portfolio of new opportunities.

Highlights

      Upon completion of the Carson Creek Acquisition and the business combination with Esprit, the following financial and operational benefits are anticipated to accrue to Unitholders:

      A summary of the reserves if Pengrowth prior to the Carson Creek Acquisition and the strategic business combination with Esprit, the reserves associated with each transaction and the pro forma reserves assuming the completion of both transactions are provided in Schedule “A” (constant pricing) and Schedule “B” (strip pricing hereto).

      More comprehensive reserves information prepared using constant pricing and relating to: (i) Pengrowth prior to the Carson Creek Acquisition and the strategic business combination with Esprit; (ii) the Carson Creek Acquisition; (iii) the strategic business combination with Esprit; and (iv) Pengrowth on a pro forma basis after giving effect to the Carson Creek Acquisition and the strategic business combination with Esprit, are attached as Schedules “C”, “D”, “E” and “F” hereto, respectively.

      More comprehensive reserves information prepared using strip pricing and relating to: (i) Pengrowth prior to the Carson Creek Acquisition and the strategic business combination with Esprit; (ii) the Carson Creek Acquisition; (iii) the strategic business combination with Esprit; and (iv) Pengrowth on a pro forma basis after giving effect to the Carson Creek Acquisition and the strategic business combination with Esprit, are attached as Schedules “G”, “H”, “I” and “J” hereto, respectively.

      Pricing assumptions relied upon in preparing the information contained in Schedules “A” through “J” are provided in Schedule “K” hereto.

      The strategic business combination with Esprit is subject to the approval of Esprit unitholders at a meeting to be held on September 26, 2006.

USE OF PROCEEDS

      Our estimated net proceeds from the sale of the 18,585,000 Trust Units offered by this Prospectus Supplement, after deducting the Underwriters’ fee of $21,001,050 and expenses of this offering estimated to be $1,500,000, will be approximately $397,519,950. If the Underwriters’ Option is exercised in full, the Underwriters’ fee will be $26,340,300 and the net proceeds to us after expenses will be approximately $498,965,700. We will use the net proceeds to finance the Carson Creek Acquisition. See “Recent Developments”. We will use any remaining portion of the net proceeds to repay indebtedness, to fund our capital expansion program and for general corporate purposes. See “Consolidated Capitalization” and “Relationship between the Trust and the Underwriters.”

CONSOLIDATED CAPITALIZATION

      The following table summarizes our consolidated capitalization as at June 30, 2006: (i) on an actual basis; and (ii) on a pro forma basis to give effect to the business combination with Esprit, the Carson Creek Acquisition, and the offering of Trust Units pursuant to this Prospectus Supplement (assuming no exercise of the Underwriter’s Option) and the application of the net proceeds of this offering as described under “Use of Proceeds”. You should read this table together with our unaudited comparative consolidated financial statements for period ended June 30, 2006, which are incorporated by reference in the Prospectus.

Notes:

PLAN OF DISTRIBUTION

      Subject to the terms and conditions of an agreement dated September 20, 2006 (the “Underwriting Agreement”) among us and each of the Underwriters, we have agreed to sell and the Underwriters have severally agreed to purchase on the Closing Date, 18,585,000 Trust Units offered under this Prospectus Supplement at a price of $22.60 per Trust Unit payable to us against delivery of certificates representing the Trust Units. We have also granted an Underwriters’ Option to the Underwriters, exercisable in whole or in part until 4:00 p.m. (Calgary time) on the day before the Closing Date, to purchase on a pro rata basis up to an additional 4,725,000 Trust Units on the same terms. The obligations of the Underwriters, under the Underwriting Agreement, are several and not joint and several and may be terminated on the occurrence of certain stated events. Closing of the offering of Trust Units hereunder is conditional on the closing of the Carson Creek Acquisition. Under the Underwriting Agreement, we shall not be obliged to sell to the Underwriters, nor shall the Underwriters be obliged to purchase, less than all of the Trust Units that the Underwriters have agreed to purchase. The Underwriters are, however, obligated to take up and pay for all such Trust Units if any of the Trust Units are purchased under the Underwriting Agreement. We have agreed to indemnify the Underwriters and their agents, directors, officers, shareholders and employees against certain liabilities.

      The offering price of the Trust Units was determined by negotiation between us and the Underwriters. We have agreed to pay a fee to the Underwriters in the amount of $1.13 per Trust Unit purchased under this offering. Assuming no exercise of the Underwriters’ Option, the Underwriters’ fee will be $21,001,050 and the net proceeds to us will be $399,019,950 (before deducting the expenses of this offering estimated to be approximately $1,500,000). In the event the Underwriters’ Option is exercised in full, the Underwriters’ fee will be $26,340,300 and the net proceeds to us will be $500,465,700 (before deducting the expenses of this offering estimated to be approximately $1,500,000).

      In connection with any offering of Trust Units under this Prospectus Supplement, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Trust Units offered at a level above that which might otherwise prevail in the open market. These transactions, if commenced, may be discontinued at any time.

      We have agreed that, subject to certain exceptions, we shall not issue or agree to issue any equity securities or other securities convertible into, or exchangeable for, equity securities prior to 90 days after the Closing Date without the prior consent of RBC Dominion Securities Inc., on behalf of the Underwriters, which consent shall not be unreasonably withheld.

      The TSX has conditionally approved the listing of the Trust Units offered pursuant to this Prospectus Supplement. Listing will be subject to our fulfillment of all the listing requirements of the TSX on or before December 18, 2006.

      This offering is being made concurrently in all of the provinces of Canada and in the United States pursuant to the multijurisdictional disclosure system implemented by securities regulatory authorities in Canada and the United States. The Trust Units will be offered in the United States or Canada through the Underwriters either directly or, if applicable, through their respective U.S. or Canadian registered broker-dealer affiliates.

RELATIONSHIP BETWEEN THE TRUST AND THE UNDERWRITERS

      Each of RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., TD Securities Inc. and HSBC Securities (Canada) Inc. is a subsidiary of a Canadian chartered bank (the “Banks”) which is one of our lenders and to which we are currently indebted. Consequently, we may be considered to be a connected issuer of such Underwriters for the purposes of securities regulations in certain provinces. The decision to offer the Trust Units and the determination of the terms of the offering were made through negotiations between us and RBC Dominion Securities Inc., on behalf of the Underwriters. The Banks did not have any involvement in such decisions or determination; however, the Banks have been advised of the offering and the terms thereof. The net proceeds from this offering may be used to reduce our indebtedness to the Banks. See “Use of Proceeds” and “Consolidated Capitalization”.

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 Prospectus under the heading “Risk Factors” and in any documents incorporated by reference therein.

      Pengrowth may not be able to achieve the anticipated benefits of the Carson Creek 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 Carson Creek 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 Carson Creek and to achieve certain assumed commodity prices. The integration of Carson Creek requires the dedication of substantial management time and resources, which may divert management’s 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 Pengrowth’s ability to achieve the anticipated benefits of the Carson Creek Acquisition.

ELIGIBILITY FOR INVESTMENT

      In the opinion of our counsel, Bennett Jones LLP, and Fraser Milner Casgrain LLP, counsel to the Underwriters, on the basis of the applicable legislation as in effect on the date hereof and subject to the qualifications and assumptions discussed under the heading “Certain Canadian Income Tax Considerations” in the accompanying Prospectus, the Trust Units offered hereby, on the Closing Date, will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans. If the Trust ceases to qualify as a mutual fund trust, the Trust Units will cease to be qualified investments for the plans referred to above. Adverse tax consequences may apply to such a plan, or an annuitant thereunder, if such a plan acquires or holds property that is not a qualified investment.

LEGAL MATTERS

      Certain legal matters relating to Canadian law will be passed upon on our behalf by Bennett Jones LLP and on behalf of the Underwriters by Fraser Milner Casgrain LLP. Certain legal matters relating to United States law will be passed upon on our behalf by Paul, Weiss, Rifkind, Wharton and Garrison LLP and on behalf of the Underwriters by Vinson & Elkins LLP.

INTEREST OF EXPERTS

      As of the date hereof, the partners and associates of Bennett Jones LLP and Fraser Milner Casgrain LLP, each as a group, own beneficially, directly or indirectly, less than 1% of the outstanding Trust Units and Class A trust units, in the aggregate.

      Information relating to our reserves, the reserves relating to the Carson Creek properties and the reserves of Esprit (other than the reserve information relating to Trifecta Resources Inc.) included herein under “Recent Developments — Carson Creek Acquisition” and in the schedules to this Prospectus Supplement was calculated based on an evaluation of, and reports on, the crude oil and natural gas reserves conducted and prepared by GLJ, independent qualified reserves evaluators. Information relating to the reserves of Trifecta Resources Inc. included herein under “Recent Developments — Carson Creek Acquisition” and in the schedules to this Prospectus Supplement was calculated based on an evaluation of, and reports on, the crude oil and natural gas reserves conducted and prepared by Sproule, independent qualified reserves evaluators. As of the date hereof, the directors and officers of GLJ and Sproule each, as a group, beneficially own, directly or indirectly, less than 1% of our outstanding Trust Units and Class A trust units, in the aggregate.

PURCHASERS’ STATUTORY RIGHTS

      Securities legislation in several of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a Prospectus, the accompanying Prospectus Supplement relating to securities purchased by a purchaser and any amendment thereto. In several of the provinces, securities legislation further provides a purchaser with remedies for rescission, or in some jurisdictions, damages if the Prospectus, the accompanying Prospectus Supplement relating to securities purchased by a purchaser or any amendment contains a misrepresentation or are not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

CERTIFICATES OF PENGROWTH

Dated: September 20, 2006

      This short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada. For the purposes of the Province of Québec, this simplified prospectus, together with documents incorporated herein by reference and as supplemented by the permanent information record, contains no misrepresentation 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

On behalf of the Board of Directors

By: Pengrowth Management Limited, as Manager

On behalf of the Board of Directors

(Signed) James S. Kinnear

James S. Kinnear

Director

CERTIFICATE OF THE UNDERWRITERS

Dated: September 20, 2006

      To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces of Canada. For the purpose of the Province of Québec, this simplified prospectus, together with documents incorporated herein by reference and as supplemented by the permanent information record, contains no misrepresentation that is likely to affect the value or the market price of the securities to be distributed.

RBC Dominion Securities Inc.

By: (Signed) Derek Neldner

BMO Nesbitt Burns Inc.

By: (Signed) Eric L. Toews

CIBC World Markets Inc.

By: (Signed) Brenda A. Mason

Scotia Capital Inc.

By: (Signed) Craig M. Langpap

Merrill Lynch Canada inc.

By: (Signed) Aaron Papps

SCHEDULE “A”

SUMMARY PENGROWTH, BASE AND PRO FORMA THE CARSON CREEK

ACQUISITION AND THE STRATEGIC BUSINESS COMBINATION

WITH ESPRIT ENERGY TRUST

Selected Pro Forma Reserves and Operational Information — Constant Pricing

      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 Carson Creek Acquisition, Esprit (including Esprit’s acquisition of Trifecta Resources Inc. on July 5, 2006) Pengrowth and on a pro forma combined basis, as at and for the periods indicated.

Notes:

SCHEDULE “B”

SUMMARY PENGROWTH, BASE AND PRO FORMA THE CARSON CREEK

ACQUISITION AND THE STRATEGIC BUSINESS COMBINATION

WITH ESPRIT ENERGY TRUST

Selected Pro Forma Reserves and Operational Information — Strip Pricing

      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 Carson Creek acquisition, Esprit (including Esprit’s acquisition of Trifecta Resources Inc. on July 5, 2006) and Pengrowth on a pro forma combined basis, as at and for the periods indicated.

Notes:

SCHEDULE “C”

PENGROWTH UPDATED RESERVES INFORMATION

SUMMARY OF OIL AND GAS RESERVES

AND NET PRESENT VALUES OF FUTURE NET REVENUE

as of July 1, 2006

(using GLJ prices and costs as at June 30, 2006)

CONSTANT PRICES AND COSTS

Note:

SCHEDULE “D”

CARSON CREEK PROPERTIES RESERVES INFORMATION

SUMMARY OF OIL AND GAS RESERVES

AND NET PRESENT VALUES OF FUTURE NET REVENUE

as of July 1, 2006

(using GLJ prices and costs as at June 30, 2006)

CONSTANT PRICES AND COSTS

Note:

SCHEDULE “E”

ESPRIT ACQUISITION RESERVES INFORMATION

SUMMARY OF OIL AND GAS RESERVES

AND NET PRESENT VALUES OF FUTURE NET REVENUE

as of July 1, 2006

(using GLJ (Esprit) and SAL (Trifecta) prices and costs as at June 30, 2006)

CONSTANT PRICES AND COSTS

Note:

SCHEDULE “F”

PENGROWTH PRO FORMA RESERVES INFORMATION⁽¹⁾

SUMMARY OF OIL AND GAS RESERVES

AND NET PRESENT VALUES OF FUTURE NET REVENUE

as of July 1, 2006

(using GLJ prices and costs as at June 30, 2006)

CONSTANT PRICES AND COSTS

Note:

Note:

SCHEDULE “G”

PENGROWTH UPDATED RESERVES INFORMATION

SUMMARY OF OIL AND GAS RESERVES

AND NET PRESENT VALUES OF FUTURE NET REVENUE

AS PER GLJ’S EVALUATION

as of July 1, 2006

(using strip prices and costs as at June 26, 2006)

STRIP PRICES AND COSTS