Comaplex Minerals Corp. Announces Fourth Quarter and Annual 2006 Results



    CALGARY, March 6 /CNW/ - Comaplex Minerals Corp. (www.comaplex.com)
(TSX:CMF) is pleased to announce its financial and operational results for the
three months and year ended December 31, 2006.

    FORWARD-LOOKING INFORMATION
    ---------------------------

    Certain information set forth in this document contains forward-looking
statements. By their nature, forward-looking statements are subject to
numerous risks and uncertainties, some of which are beyond Comaplex's control,
including the impact of general economic conditions, industry conditions,
volatility of commodity prices, currency fluctuations, imprecision of reserve
estimates, environmental risks, competition from other industry participants,
the lack of availability of qualified personnel or management, stock market
volatility and ability to access sufficient capital from internal and external
sources. Readers are cautioned that the assumptions used in the preparation of
such information, although considered reasonable at the time of preparation,
may prove to be imprecise and, as such, undue reliance should not be placed on
forward-looking statements. Comaplex's actual results, performance or
achievement could differ materially from those expressed in, or implied by
these forward-looking statements, and, accordingly, no assurance can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what benefits that Comaplex will
derive there from. Comaplex disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Readers are cautioned that net present value of
reserves does not represent fair market value of reserves.

    
    ANNUAL FINANCIAL AND OPERATIONAL HIGHLIGHTS

                                                2006        2005        2004
                                           ----------------------------------
    Financial ($000, except $ per share)
    Net Revenue
      Mineral Division                      $  1,287    $    486    $  1,937
      Oil and Gas Division                     3,511       4,191       3,570
    Funds Flow from Operations(1)              2,457       2,935       2,241
      Per Share Basic                           0.06        0.08        0.06
      Per Share Diluted                         0.06        0.08        0.06
    Net Earnings                               2,084       3,589       2,464
      Per Share Basic                           0.05        0.09        0.07
      Per Share Diluted                         0.05        0.09        0.07
    Capital Expenditures and Acquisitions
      Mineral Division                         9,022       6,982       4,336
      Oil and Gas Division                       168          52         167
    Total Assets
      Mineral Division                        52,475      49,022      37,811
      Oil and Gas Division                     4,943       5,134       4,119
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrel of Oil Equivalent (BOE) per day(2)    293         227         251
    -------------------------------------------------------------------------
    (1) Funds flow from operations is not a recognized measure under GAAP.
        Management believes that in addition to net earnings, funds flow from
        operations is a useful supplemental measure as it demonstrates the
        Company's ability to generate the cash necessary to fund future
        growth through capital investment. Investors are cautioned, however,
        that this measure should not be construed as an indication of the
        Company's performance. The Company's method of calculating this
        measure may differ from other issuers and accordingly, it may not be
        comparable to that used by other issuers. For these purposes, the
        Company defines funds flow from operations as funds provided by
        operations before changes in non-cash operating working capital items
        and asset retirement expenditures.
    (2) BOE's are calculated using a conversion ratio of 6 MCF to 1 barrel of
        oil. The conversion is based on an energy equivalency conversion
        method primarily applicable at the burner tip and does not represent
        a value equivalency at the wellhead and as such may be misleading if
        used in isolation.


    QUARTERLY FINANCIAL AND OPERATIONAL HIGHLIGHTS

                                                            2006
                                           ----------------------------------
                                              4th      3rd      2nd      1st
    Financial ($000, except $ per share)
    Net Revenue
      Mineral Division                     $   61   $  618   $  528   $   80
      Oil and Gas Division                    893      701      949      968
    Funds Flow from Operations                676      549      625      607
      Per Share Basic                        0.02     0.01     0.02     0.01
      Per Share Diluted                      0.02     0.01     0.02     0.01
    Net Earnings                              614      650      623      197
      Per Share Basic                        0.01     0.02     0.02     0.00
      Per Share Diluted                      0.01     0.02     0.02     0.00
    Capital Expenditures and Acquisitions
      Mineral Division                      1,010    3,250    2,468    2,294
      Oil and Gas Division                     30        9       71       58
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrel of Oil Equivalent (BOE) per day    274      249      342      308
    -------------------------------------------------------------------------


                                                            2005
                                           ----------------------------------
                                              4th      3rd      2nd      1st
    Financial ($000, except $ per share)
    Net Revenue
      Mineral Division                     $   90       98   $  254   $   44
      Oil and Gas Division                  1,457    1,047      742      945
    Funds Flow from Operations              1,194      839      587      315
      Per Share Basic                        0.03     0.02     0.02     0.01
      Per Share Diluted                      0.03     0.02     0.01     0.01
    Net Earnings                            2,784      210      239      356
      Per Share Basic                        0.07     0.01     0.01     0.01
      Per Share Diluted                      0.07     0.01     0.01     0.01
    Capital Expenditures and Acquisitions
      Mineral Division                        650    4,095    1,045    1,192
      Oil and Gas Division                    (38)      68       32      (11)
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrel of Oil Equivalent (BOE) per day    247      230      191      239
    -------------------------------------------------------------------------
    

    RESULTS OF OPERATIONS

    Business Synopsis

    Comaplex's principal business is the exploration and development of both
base and precious metal properties. The Company, however, also has interests
in four, non-operated, oil and natural gas producing properties that provide
operating cash flow to cover administrative costs, mineral property
acquisition costs and grass roots exploration activities. Comaplex's
management has no immediate plans to acquire additional interests in other oil
and natural gas properties.

    Revenue

    Mineral Properties

    Gross revenue from the Company's mineral division totalled $1,287,000 in
2006 compared to $486,000 in 2005. The increase resulted primarily from an
increase in the gain on sale of investments to $977,000 in 2006 from $136,000
in 2005. The gains resulted from the sale of shares that the Company held in
various other public minerals companies. The Company continues to hold
interests in various public mineral companies with the fair market value of
these investments as of December 31, 2006 of $225,000 (2005 - $691,000). The
Company also received no option payments in 2006 (2005 - $42,000).
    Interest income of $251,000 (2005 - $258,000) related to interest earned
from cash balances. The decrease was due primarily to reduced cash balances
resulting from the funding of the Company's 2006 mineral exploration programs.
Please refer to Liquidity and Capital Resources for further details.
    Commencing in 2005, the Company received a gold production royalty on one
of its Quebec properties. This interest was acquired as part of the WMC
International Limited (WMC) merger in 2003. The royalty which is a flat fee
for each tonne of ore produced through a mill is currently payable by a
company who went into receivership on June 30, 2005.

    Petroleum and Natural Gas

    Revenue from the Company's petroleum and natural gas properties before
royalties decreased to $3,654,000 in 2006 from $4,402,000 in 2005. The
decrease was primarily due to reduced natural gas prices, an operational audit
adjustment related to one of the Company's properties (see below) offset
partially by increased production volumes.
    Production volumes averaged 293 BOE's per day in 2006 compared to 227
BOE's per day in 2005. The increase is due to a change in the reporting of
ethane sales at the Garrington Elkton plant. Effective January 1, 2006, the
operator of the plant has been providing the Company with ethane sales
volumes. In the past only ethane revenues were reported and pricing and ethane
volumes were not provided. As such the revenues were recorded as part of
natural gas sales with only nominal ethane volumes being recorded. This change
resulted in approximately 450 MCF equivalent per day of additional ethane
volumes (year over year) being reported and included in natural gas volumes.
Historically the Company has reported a normal decline rate of 12 to 13
percent on its oil and gas property production, however, during 2006
production from all the Company's oil and gas properties remained relatively
stable with normal production declines being offset by field and gas plant
optimization processes implemented by the various third party operators.
    Natural gas prices decreased to $4.83 in 2006 from $8.69 in 2005. As
discussed above, the reporting of correct ethane volumes has resulted in more
volumes but no adjustment to revenues (as these were previously reported). The
impact of the volume adjustment is approximately a 20 percent reduction in
price per MCF in 2006 from previous periods. The Company did not have any
commodity hedges in place during 2006 or 2005 and as such incurred no hedging
gains or losses.
    The decrease in net revenue was partially due to the final resolution of
an operational audit which resulted in a reduction in sales volumes for the
years 2002 to 2004 at the Garrington Elkton plant. This adjustment resulted in
the Company paying out approximately $56,000 in net revenues (approximately
8,400 MCF of natural gas and 550 barrels of natural gas liquids) to a third
party.
    Fourth quarter production revenue was $864,000, an overall increase of
approximately $170,000 over the third quarter. The increase was due to
increased Q4 production due to the annual maintenance programs being completed
in Q3 and increased natural gas prices to $5.03 per MCF from $4.38 per MCF in
the third quarter.
    Comaplex was eligible for a partial rebate on all of the Alberta Crown
royalties that it pays. This rebate program (the Alberta Royalty Tax Credit)
provided the Company with total credits of $163,000 in 2006 compared to
$179,000 in 2005. Effective January 1, 2007 the Alberta government has
discontinued the program.
    The Company did not dispose of any of its petroleum related investments
in 2006. In 2005 the Company reported a gain on sale of investments of
$210,000 resulting from its disposition of its interest in Novitas Energy Ltd.
(a company with common directors and officers) on its takeover by Bonterra
Energy Income Trust (Bonterra) (see discussion under Related Party
Transactions).
    Trust distribution income from Bonterra for 2006 amounted to $577,000
compared to $429,000 in 2005. The increase of $148,000 is due primarily to an
increase of $0.45 per unit pay out by Bonterra in 2006 compared to 2005.
Fourth quarter distributions totalled $196,000 compared to $146,000 in the
third quarter as Bonterra declares its January distribution on December 30,
2006, resulting in four distributions being recorded in the fourth quarter.

    Expenses

    Mineral Properties - General and Administrative

    General and administrative expenses related to mineral exploration
increased to $914,000 in 2006 from $759,000 in 2005. Total minerals division
general and administrative expenses prior to capitalization were $1,167,000
compared to $1,017,000 in 2005. The Company capitalized $255,000 (2005 -
$258,000) of general and administrative expenses directly related to the
Company's mineral exploration activities. Increases in salary compensation
($28,000), insurance costs ($29,000), management fees ($60,000) and provision
for doubtful accounts ($55,000) were the primary reasons for the increase. The
increase in salaries represents a 5.5 percent increase in overall employee
compensation which is representative of the Alberta market place. Increased
insurance costs relate to higher coverage limits required for the field
operation at the Meliadine camp. The $60,000 increase in management fees
represents added time and resources spent by Comstate on managing the
corporate affairs of Comaplex. The provision in doubtful accounts relates to
disputed items relating the to Company's Mexican property. The Company's
interest in the property has been disposed of subsequent to year end. Please
see discussion under Liquidity and Capital Resources.
    Fourth quarter general and administration expenses decreased to $179,000
from $201,000 in the third quarter. The decrease was due primarily to reduced
salary compensation expense relating to the Company's bonus plan as net
earnings before taxes were reduced in the fourth quarter by $1,123,000 as a
result of the provision for abandonment of mineral property (see discussion
under Depletion, Depreciation, Accretion and Abandonment) and a fourth quarter
charge of $291,000 for stock based compensation. This reduction was offset
partially by the provision for doubtful accounts which was recorded in the
fourth quarter.

    Petroleum and Natural Gas Properties - Production Costs

    Comaplex incurred $315,000 in petroleum and natural gas production costs
in 2006 compared to $504,000 in 2005. On a barrel of oil equivalent basis
using a conversion of 6 MCF of gas to 1 barrel of crude oil, average
production costs were $2.95 in 2006 compared to $6.09 in 2005. The decrease
production costs in 2006 over 2005 was due mainly to increased third party
plant processing fee recoveries in 2006 as well as to approximately $93,000 of
processing operating credits received pertaining to prior year operations.
These processing recoveries are now being received on a monthly basis
resulting in an approximately $80,000 annual reduction in oil and gas
production costs. The BOE per day figures are correspondingly affected by the
ethane volume change. The impact is an approximate 15 percent reduction in
costs per BOE in 2006 over previous periods.

    Petroleum and Natural Gas Properties - General and Administrative Costs

    General and administrative costs increased marginally from $118,000 in
2005 to $120,000 in 2006. Increased management fee pertaining to petroleum and
natural gas operations of $30,000 was mostly offset by the decline in oil and
gas engineering costs.
    The Company continues to have nominal general and administrative costs
relative to its petroleum and natural gas operations as it does not operate
any of its petroleum and natural gas properties.

    Depletion, Depreciation, Accretion and Abandonment

    Mineral Exploration - Abandonment of Claims

    Abandonment of mineral properties increased to $1,123,000 in 2006 from
$317,000 in 2005. The current year provision relates to two projects.
Exploration costs ($448,000) associated with the Company's Southampton Island
(diamonds), Nunavut have been written off as results were not sufficient to
continue current development of the property. In February 2007, Comaplex
disposed of its interests in the Caballo Blanco property for proceeds of
$1,250,000 US. The Company wrote off $991,000 related to December 31, 2006
costs that were in excess of this value. The Company's policy with regard to
abandonment provision is to reduce the carried value of properties if
management determines prior capitalized costs are greater than realizable
value.
    The Company also recorded a depletion provision of $111,000 (2005 -
$111,000) related to its mineral production royalty. The annual provision
represents one quarter of the value attributable to the royalty at the time of
the Company's merger with WMC.

    Petroleum and Natural Gas

    The Company follows the successful efforts method of accounting for
petroleum and natural gas exploration and development costs. Under this
method, the costs associated with dry holes are charged to operations. For
intangible capital costs that result in the addition of reserves, the Company
depletes its oil and natural gas intangible assets using the unit-of-
production basis by field. The Company believes that successful efforts method
of accounting provides a more accurate cost of the producing properties than
the alternative measure of full cost accounting.
    For tangible assets such as well equipment, a life span of ten years is
estimated and the related tangible costs are depreciated at one-tenth of
original cost per year. The use of a ten year life span instead of calculating
depreciation over the life of reserves was determined to be more
representative of actual costs of tangible property. Given the Company's long
production life, wells and plants generally require replacement of some
tangible assets more than once during their lifespan.
    Provisions are made for asset retirement obligations for the Company's
oil and gas and mineral properties. The amount of the asset retirement
obligations is based on management's estimation of the discounted amount of
the total abandonment and site reclamation costs to be incurred using
escalating cost assumptions. The calculated amount is recorded as a liability
and as part of the cost of the related intangible assets. The adjustment to
the intangible assets is depleted as per the above discussion. A charge
(accretion expense) related to the discounting of the asset retirement
obligation is made each year.
    At December 31, 2006, the estimated total (mineral and oil and gas)
undiscounted amount required to settle the asset retirement obligations was
$800,000 (2005 - $704,000). These obligations will be settled based on the
useful lives of the underlying assets, which extend up to 18 years into the
future. This amount has been discounted using a credit adjusted risk-free
interest rate of 5 percent. The discount rate is reviewed annually and
adjusted if considered necessary. A change in the rate would not have a
significant impact on the amount recorded for asset retirement obligations.
Based on the above estimates the Company has recorded a liability for asset
retirement obligations in respect of its mineral operations of $370,000 (2005
- $354,000) related to its Meliadine project and $218,000 (2005 - $159,000) in
respect of its oil and gas operations.
    Depletion, depreciation and accretion expenses related to oil and gas
assets were $571,000 in 2006 compared to $558,000 in 2005. These calculations
require an estimation of the amount of the Company's petroleum reserves by
field. This figure is calculated annually by an independent engineering firm
and is used to calculate depletion. This calculation is to a large extent
subjective. Reserves are affected by economic assumptions as well as estimates
of petroleum products in place and methods of recovering those reserves. When
reserves are increased or decreased depletion costs generally will be
affected.

    Income Taxes

    The Company has adopted the liability method of accounting for income
taxes under which the future income tax provision is based on the temporary
differences in the accounts calculated using income tax rates expected to
apply in the year in which the temporary differences will reverse. The Company
has no current income tax expense as it has sufficient tax pools to ensure
that no current income taxes are payable.
    Future income tax recovery of $848,000 was recognized in 2006 compared to
future income tax recovery of $1,463,000 in 2005. The large 2006 and 2005
future income tax recoveries were due to the ability to record as a future tax
asset a larger portion of Comaplex's income tax pools (see below) due to the
enhanced value of its mineral (see Mineral Property discussion) and oil and
gas reserves (see Liquidity and Capital Resources)
    The tax pool balances at the end of 2006 totalled $74,363,000 and consist
of the following pool balances.

    
                                                   Rate of
                                                 Utilization
                                                      %           Amount
    -------------------------------------------------------------------------
    Undepreciated capital costs                    10-100    $   483,000
    Foreign exploration expenditures                 10        2,433,000
    Share issue costs                                20           79,000
    Earned depletion expenses (successored)          25        2,299,000
    Canadian development expenditures                30       16,200,000
    Non-capital losses carried forward              100        6,750,000
    Canadian exploration expenditures (successored) 100       33,368,000
    Canadian exploration expenditures               100       12,751,000
    -------------------------------------------------------------------------
                                                             $74,363,000
    -------------------------------------------------------------------------
    

    The ability to claim the above successored amounts is restricted to
income from 56 percent of the Meliadine property.

    Net Earnings

    The Company earned $2,084,000 in 2006 compared to $3,589,000 in 2005. The
decrease in net earnings was due to decreases in oil and gas revenue as a
result of lower commodity prices, increased stock based compensation,
increased mineral property write-offs and a reduction in future income tax
recovery offset by increases in gain on sale of investments and trust
distributions.
    The Company continues to hold a significant amount of marketable
investments that have a value in excess of their recorded amounts. In
addition, high commodity prices continue to generate significant oil and gas
earnings.
    Comaplex is still in the mineral exploration stage of development and
will not record significant levels of net earnings until production is
achieved on its mineral properties. Earnings from its oil and gas operations
will continue to be reinvested towards the development of its Meliadine
property.

    Funds Flow from Operations

    Funds flow from operations decreased to $2,457,000 in 2006 from
$2,935,000 in 2005. Funds flow from operations is not a recognized measure
under GAAP. Management believes that in addition to net earnings, funds flow
from operations is a useful supplemental measure as it demonstrates the
Company's ability to generate the cash necessary to fund future growth through
capital investment. Investors are cautioned, however, that this measure should
not be construed as an indication of the Company's performance. The Company's
method of calculating this measure may differ from other issuers and
accordingly, it may not be comparable to that used by other issuers. For these
purposes, the Company defines funds flow from operations as funds provided by
operations before changes in non-cash operating working capital items and
asset retirement expenditures.
    Petroleum and natural gas operations generated all of the funds flow. The
Company is still in the exploration and preliminary development stage with its
mineral properties, and therefore, these properties generate minimum funds
flow.
    The following reconciliation compares funds flow to the Company's cash
flow from operating activities as calculated according to Canadian generally
accepted accounting principles:

    
                                                          2006          2005

    Cash flow from operating activities             $2,371,000    $2,677,000
    Items not affecting funds flow
      Accounts receivable                             (324,000)      175,000
      Prepaid expenses                                       -       143,000
      Accounts payable and accrued liabilities         400,000      (194,000)
      Asset retirement obligations settled              10,000       134,000
    -------------------------------------------------------------------------
    Funds flow for the period                        2,457,000     2,935,000
    -------------------------------------------------------------------------
    

    Liquidity and Capital Resources

    Management of Comaplex is pleased with the current financial position of
the Company. At December 31, 2006, the Company had a working capital position
of $7,203,000 (2005 - $12,119,000) without adjusting for the fair market value
of its investments. Total working capital including the investment market
value adjustment was $10,308,000 (2005 - $15,228,000).
    Comaplex is presently planning the details of an underground exploration
decline into the Tiriganiaq deposit in the last quarter of 2007 to early 2008.
The decline and development will access both the 1000 and 1100 gold lodes and
a bulk sample (round by round test through a sample tower) will be extracted.
The underground work will determine continuity, mine ability, and will be used
to compare drill-hole grades to chip sample grades, to underground grades to
upgrade the understanding and resource status of the deposit. The tendering
and permitting process for the decline is anticipated to commence in the first
quarter of 2007.
    The 2007 surface exploration program on the Meliadine West property will
commence in early March. A drill budget of approximately 17,000 meters is
planned with approximately 2,500 meters of this amount proposed for the
winter/spring drill program. The winter drilling will test parts of the
Tiriganiaq deposit and water covered portions of the satellite deposits.
Geotechnical drilling will be completed in the area of the portal and decline,
as well as test work in proposed locations for mill and tailings pond
facilities. Upgrading and extension of the road between camp and the deposit
will also take place in the winter months.
    The summer drilling into the Tiriganiaq deposit will be targeting the
deeper (below 200 meters) 'Inferred' resources with the intent of increasing
the confidence and size of these mineralized zones. This phase of the program
is expected to commence in early June and to continue into September. Surface
exploration will continue on various targets on the property in 2007.
Prospecting, mapping, and ground geophysical programs are being contemplated
for several different targets on the property in an effort to define
additional gold targets. Depending on results from the 2006 till samples,
additional exploration for diamonds on the east end of the property may also
take place in 2007.
    Fuel and supplies sufficient for the duration of the 2007 drill program
have been purchased and are presently in Rankin Inlet and will be mobilized to
site in the winter months. Additional tanks and fuel for the underground
exploration program in late 2007 / early 2008 will be ordered in the first
quarter of 2007 and barged to Rankin during the late summer. Personnel for the
programs have been hired and it is expected that the underground contractor
will be selected in the coming months.
    The Company currently has a projected capital expenditure budget for 2007
of $15,500,000 for the above mentioned projects. A further $900,000 is planned
to be spent on the Company's miscellaneous other exploration plays and oil and
gas development in 2007. The planned expenditures will be funded out of the
Company's working capital, anticipated funds flow from oil and gas operations
as well as an equity issuance scheduled to be completed in early spring of
2007. The Company currently anticipates issuing between $20 and $25 million
worth of common stock to finance the current year and a portion of the 2008
exploration programs on Meliadine.
    The Company engaged the services of Sproule Associates Limited to prepare
a reserve evaluation with an effective date of December 31, 2006. The reserves
are located in the Province of Alberta. The majority of the Company's
production is comprised of natural gas. Comaplex's main natural gas producing
properties are the Harmattan Elkton and Garrington Elkton Units. The gross
figures in the following charts represent the Company's ownership interest
before royalties and the net figure is after royalties.

    
           SUMMARY OF OIL AND GAS RESERVES AS OF DECEMBER 31, 2006
                         (FORECAST PRICES AND COSTS)

                                                     RESERVES
                                             Natural           Natural Gas
                                               Gas               Liquids
                                        Gross        Net     Gross       Net
    RESERVE CATEGORY                    (MMcf)     (MMcf)    (Mbbl)    (Mbbl)
    -------------------------------------------------------------------------
    PROVED DEVELOPED PRODUCING          2,253      1,739        85        61
    PROBABLE                              690        538        32        21
    -------------------------------------------------------------------------
    TOTAL PROVED PLUS PROBABLE          2,943      2,277       117        82
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

             SUMMARY OF NET PRESENT VALUES OF FUTURE NET REVENUE
             AS OF DECEMBER 31, 2006 (FORECAST PRICES AND COSTS)

                                   NET PRESENT VALUE OF FUTURE NET REVENUE
                                        Before and After Income Taxes
                                            Discounted at (%/year)

                                     0      5         10        15        20
    (MM$)
    RESERVE CATEGORY
    -------------------------------------------------------------------------
    PROVED DEVELOPED PRODUCING  10,376   8,488     7,229     6,336     5,671
    PROBABLE                     3,566   1,969     1,305       959       750
    -------------------------------------------------------------------------
    TOTAL PROVED PLUS PROBABLE  13,942  10,457     8,535     7,296     6,421
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Commodity prices used in the above calculations of reserves are as
follows:

    Year   Edmonton    Alberta Gas      Propane      Butane       Pentane
           Par Price   Reference
                       Price Plantgate
           (Cdn $      (Cdn $ per MCF)  (Cdn $       (Cdn $       (Cdn $
           per barrel)                  per barrel)  per barrel)  per barrel)
           ------------------------------------------------------------------
    2007        74.10            7.51        43.94        55.23        75.88
    2008        77.62            8.38        46.03        57.85        79.49
    2009        70.25            7.55        41.66        52.36        71.94
    2010        65.56            7.37        38.88        48.87        67.14
    2011        61.90            7.54        36.71        46.14        63.40
    2012        63.15            7.68        37.45        47.07        64.67
    2013        64.42            7.79        38.21        48.02        65.98
    2014        65.72            7.93        38.97        48.98        67.30
    2015        67.04            8.07        39.76        49.97        68.66
    2016        68.39            8.21        40.56        50.97        70.04
    2017        69.76            8.35        41.38        52.00        71.45

    Crude oil, natural gas and liquid prices escalate at two percent
thereafter.

    The following cautionary statements are specifically required by
    NI 51-101

      -  It should not be assumed that the estimates of future net revenue
         presented in the above tables represent the fair market value of the
         reserves. There is no assurance that the forecast prices and costs
         assumptions will be attained and variances could be material.
      -  Disclosure provided herein in respect of BOE's may be misleading,
         particularly if used in isolation. In accordance with NI 51-101, a
         BOE conversion ratio of 6mcf:1bbl has been used in all cases in this
         disclosure. This BOE conversion ratio is based on an energy
         equivalency conversion method primarily applicable at the burner tip
         and does not represent a value equivalency at the wellhead.
      -  Estimates of reserves and future net revenues for individual
         properties may not reflect the same confidence level as estimates of
         reserves and future net revenues for all properties due to the
         effects of aggregation.

    The following exploration programs were conducted on the Company's mineral
projects. Total exploration and administrative costs incurred by Comaplex in
2006 were as follows:

    Property                                                          Amount
    -------------------------------------------------------------------------
    Meliadine                                                     $8,266,000
    Caballo Blanco, Mexico                                           640,000
    Other                                                            116,000
    -------------------------------------------------------------------------
    Total                                                         $9,022,000
    -------------------------------------------------------------------------
    

    Changes in Accounting Policies

    The AcSB has issued new accounting standards for financial instruments
standards that comprehensively address when an entity should recognize a
financial instrument on its balance sheet, or how it should measure the
financial instrument once recognized. The new standards comprise three
handbook sections:

    
      -  CICA Section 3855 - Financial Instruments - Recognition and
         Measurement establishes the criteria for recognizing and measuring
         financial assets, financial liabilities and non-financial
         derivatives. It also specifies how financial instrument gain and
         losses are to be presented.

      -  CICA Section 3865 - Hedges provides optional alternative treatments
         to Section 3855 for entities which choose to designate qualifying
         transactions as hedges for accounting purposes. It will replace
         Accounting Guideline 13 (AcG - 13), Hedging Relationships, and
         build on Section 1650, Foreign Currency Translation, by specifying
         how hedge accounting is applied and what disclosures are necessary
         when it is applied.

      -  CICA Section 1530 - Comprehensive Income introduces a new
         requirement to temporarily present certain gains and losses as part
         of a new earnings measurement called comprehensive income.
    

    All three standards are effective for annual and interim periods in
fiscal years beginning on or after October 1, 2006. The Company plans on
implementing them effective January 1, 2007.
    The impact to the new standards to the Company is moderate. The Company
will be recording on its balance sheet its investments at their fair value,
which was $5,637,000 as of December 31, 2006. These investments will be
adjusted each quarter to reflect changes in their market value. These
adjustments along with the initial fair value adjustment will be recorded in
the new statement of comprehensive income. The unrealized gains or losses will
be transferred to net earnings when the investments are disposed of.
    The Company also plans to use hedge accounting to the extent possible
should it decide to enter into any future commodity price contracts. The
impact would be to record assets or liabilities pertaining to the hedges on
the Company's balance sheet and record fair value adjustments in these
contracts through comprehensive income until the contracts expire.

    Business Prospects, Risks, and Outlooks

    There are a number of risks associated with the natural resource
business. These risks, among others, include the effects of changing market
conditions including price fluctuations for commodities, the uncertainty of
finding sufficient reserves for economic production, competition amongst
mineral companies for viable projects, the risks inherent in drilling
operations, and increasing environmental requirements.
    While the Company cannot control the effects of market fluctuations,
risks can be minimized or reduced in some areas. The Company reduces risks by
high grading prospects through extensive geological analysis prior to drilling
programs, by maintaining stringent safety standards and appropriate liability
coverage during drilling, by ensuring the Company is properly financed and has
adequate working capital, by marketing its gas through both long term gas
sales contracts and spot price market sales, and by entering into future price
agreements for a portion of its gas production for future periods. For the
years ended December 31, 2006 and 2005, the Company had no future price
agreements in place.

    Sensitivity Analysis

    The Company is still in the exploration stage of development of its
mineral exploration properties and as such generates nominal cash flow or
earnings from these properties. In addition the Company's petroleum and
natural gas operations provide only moderate cash flow and as such changes of
$1.00 US per barrel in the price of crude oil, $0.10 per MCF in the price of
natural gas and $0.01 change in the Cdn/US exchange rate would have no
significant impact on the cash flow per share amounts of the Company.

    The TSX does not accept responsibility for the adequacy or accuracy of
    this release.

    Additional information relating to the Company may be found on
WWW.SEDAR.COM and by visiting our website at www.comaplex.com.

    
    COMAPLEX MINERALS CORP.

    CONSOLIDATED BALANCE SHEETS

    As at December 31

    ($000)                                                    2006      2005
    -------------------------------------------------------------------------
    ASSETS
    Current
      Cash                                                   4,759     9,430
      Accounts receivable                                      362       686
      Prepaid expenses                                         151       404
      Investments (at cost; quoted market value at
        December 31, 2006 -$5,637,000
        December 31, 2005 - $5,673,000) (Note 2)             2,532     2,564
    -------------------------------------------------------------------------
                                                             7,804    13,084
    Future income tax asset (Note 3)                         4,261     3,413
    Property and equipment (Note 4)
      Property and equipment                                52,374    43,996
      Accumulated depletion, depreciation and amortization  (7,021)   (6,337)
    -------------------------------------------------------------------------
                                                            45,353    37,659
    -------------------------------------------------------------------------
                                                            57,418    54,156
    -------------------------------------------------------------------------
    LIABILITIES
    Current
      Accounts payable and accrued liabilities (Note 2)        601       965

    Asset retirement obligations (Note 7)                      588       513
    -------------------------------------------------------------------------
                                                             1,189     1,478
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    SHAREHOLDERS' EQUITY
      Share capital (Note 5)                                44,922    43,222
      Contributed surplus                                    1,684     1,917
      Retained earnings                                      9,623     7,539
    -------------------------------------------------------------------------
                                                            56,229    52,678
    -------------------------------------------------------------------------
                                                            57,418    54,156
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    COMAPLEX MINERALS CORP.

    CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS

    Years Ended December 31

    ($000, except $ per share)                                2006      2005
    -------------------------------------------------------------------------
    REVENUE
    Minerals division
      Mineral property options                                   -        42
      Interest                                                 251       258
      Mineral production royalty                                59        50
      Gain on sale of investments                              977       136
    -------------------------------------------------------------------------
                                                             1,287       486
    -------------------------------------------------------------------------
    Oil and gas division
      Oil and gas sales                                      3,654     4,402
      Royalties                                               (883)   (1,029)
      Alberta royalty tax credits                              163       179
      Gain on sale of investments                                -       210
      Trust distributions (Note 2)                             577       429
    -------------------------------------------------------------------------
                                                             3,511     4,191
    -------------------------------------------------------------------------
                                                             4,798     4,677
    -------------------------------------------------------------------------
    EXPENSES
      Oil and gas production costs                             315       504
      General and administrative
        Minerals division                                      914       759
        Oil and gas division                                   120       118
      Foreign exchange loss                                     15        15
      Stock based compensation                                 364       164
      Depletion, depreciation and accretion                    711       674
      Abandonment of mineral properties (Note 5)             1,123       317
    -------------------------------------------------------------------------
                                                             3,562     2,551
    -------------------------------------------------------------------------
    Earnings before income taxes                             1,236     2,126
    -------------------------------------------------------------------------
    Income taxes (recovery) (Note 3)
      Current                                                    -         -
      Future                                                  (848)   (1,463)
    -------------------------------------------------------------------------
                                                              (848)   (1,463)
    -------------------------------------------------------------------------
    Net earnings for the year                                2,084     3,589
    Retained earnings, beginning of year                     7,539     3,950
    -------------------------------------------------------------------------
    Retained earnings, end of year                           9,623     7,539
    -------------------------------------------------------------------------
    Net earnings per share - basic and diluted                0.05      0.09
    -------------------------------------------------------------------------


    COMAPLEX MINERALS CORP.

    CONSOLIDATED STATEMENTS OF CASH FLOW

    Years Ended December 31

    ($000)                                                    2006      2005
    -------------------------------------------------------------------------
    OPERATING ACTIVITIES
      Net earnings                                           2,084     3,589
      Items not affecting cash
        Gain on sale of investments                           (977)     (346)
        Stock based compensation                               364       164
        Depletion, depreciation and accretion                  711       674
        Abandonment of mineral properties                    1,123       317
        Future income taxes                                   (848)   (1,463)
    -------------------------------------------------------------------------
                                                             2,457     2,935
    -------------------------------------------------------------------------
    Change in non-cash working capital
      Accounts receivable                                      324      (175)
      Prepaid expenses                                           -      (143)
      Accounts payable and accrued liabilities                (400)      194
    Asset retirement obligations settled                       (10)     (134)
    -------------------------------------------------------------------------
                                                               (86)     (258)
    -------------------------------------------------------------------------
                                                             2,371     2,677
    -------------------------------------------------------------------------
    FINANCING ACTIVITIES
      Issue of shares pursuant to private placement              -     8,500
      Share issue costs                                          -       (30)
      Issue of shares under employee stock option plan       1,104        26
    -------------------------------------------------------------------------
                                                             1,104     8,496
    -------------------------------------------------------------------------
    INVESTING ACTIVITIES
      Mineral exploration property and equipment
       expenditures                                         (9,022)   (6,982)
      Oil & gas property and equipment expenditures           (168)      (52)
      Investments purchased                                      -    (1,157)
      Investments sold                                       1,008       405
    -------------------------------------------------------------------------
                                                            (8,182)   (7,786)
    Change in non-cash working capital
      Accounts payable and accrued liabilities                  36      (201)
    -------------------------------------------------------------------------
                                                            (8,146)   (7,987)
    -------------------------------------------------------------------------
    Net cash inflow (outflow)                               (4,671)    3,186
    Cash, beginning of year                                  9,430     6,244
    -------------------------------------------------------------------------
    Cash, end of year                                        4,759     9,430
    -------------------------------------------------------------------------
    Cash interest paid                                           -         -
    Cash taxes paid (received)                                   -         -



    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

        Years Ended December 31, 2006 and 2005

    1.  SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation

        The consolidated financial statements include the accounts of the
        Corporation and its subsidiaries and have been prepared by management
        in accordance with Canadian generally accepted accounting principles
        as described below.

        Consolidated entities

        These consolidated financial statements include the accounts of the
        Corporation and its wholly owned subsidiaries WMC International
        Limited and Comaplex U.S. Inc. Inter-company transactions and
        balances are eliminated upon consolidation.

        Measurement uncertainty

        The preparation of the consolidated financial statements requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the consolidated financial statements
        and revenues and expenses during the reporting period. Actual results
        can differ from those estimates.

        In particular, amounts recorded for depreciation and depletion and
        amounts used in ceiling test calculations are based on estimates of
        petroleum and natural gas reserves and future costs required to
        develop those reserves. The Corporation's reserve estimates are
        evaluated annually by an independent engineering firm. By their
        nature, these estimates of reserves and the related future cash flows
        are subject to measurement uncertainty, and the impact on the
        consolidated financial statements of future periods could be
        material.

        The amounts recorded for asset retirement obligations were estimated
        based on the Corporation's net ownership interest in all wells,
        facilities and mineral property, estimated costs to abandon and
        reclaim the wells, facility and mineral camp site, and the estimated
        time period during which these costs will be incurred in the future.
        Any changes to these estimates could change the amount recorded for
        asset retirement obligations and may materially impact the
        consolidated financial statements of future periods.

        Property and equipment

        Undeveloped Mineral Properties

        All costs related to acquisition and exploration of mineral
        properties are capitalized. These costs are assessed on an annual
        basis or more frequently when events or changes in circumstances
        indicate that the carrying amounts of related assets might not be
        recoverable. In assessing the impairment of exploration properties,
        management reviews its intended plans, results of current exploration
        activities and the market value of recent transactions involving
        sales or optioning of similar properties. The costs of abandoned
        properties are charged to operations. When proved reserves are found,
        and production commences, the related costs will be depleted on the
        unit-of-production basis.

        Petroleum and Natural Gas Properties and Related Equipment

        The Corporation follows the successful efforts method of accounting
        for petroleum and natural gas properties and related equipment. Costs
        of exploratory wells are initially capitalized pending determination
        of proved reserves. Costs of wells which are assigned proved reserves
        remain capitalized, while costs of unsuccessful wells are charged to
        earnings. All other exploration costs including geological and
        geophysical costs are charged to earnings as incurred. Development
        costs, including the cost of all wells, are capitalized.

        Producing properties and significant unproved properties are assessed
        annually or as economic events dictate, for potential impairment.
        Impairment is assessed by comparing the estimated net undiscounted
        future cash flows to the carrying value of the asset. If required,
        the impairment recorded is the amount by which the carrying value of
        the asset exceeds its fair value.

        Depreciation and depletion of capitalized costs of oil and gas
        producing properties are calculated using the unit of production
        method. Development and exploration drilling and equipment costs are
        depleted over the remaining proved developed reserves. Depreciation
        of other plant and equipment is provided on the straight line method.
        Straight line depreciation is based on the estimated service lives of
        the related assets with is estimated to be ten years.

        Furniture, Equipment and Other

        These assets are recorded at cost and are depreciated on a straight
        line basis over three to ten years.

        Investments

        The investments are carried at the lower of cost and market value.

        Income taxes

        The Corporation follows the liability method of accounting for income
        taxes under which the income tax provision is based on the temporary
        differences between the amounts reported by the Corporation and their
        respective tax bases calculated using income tax rates expected to
        apply in the year in which the temporary differences will reverse.

        Asset retirement obligations

        The fair value of obligations associated with the retirement of
        tangible long-life assets are recorded in the period the asset is put
        into use, with a corresponding increase to the carrying amount of the
        related asset. The obligations recognized are statutory, contractual
        or legal obligations. The liability is adjusted over time for changes
        in the value of the liability through accretion charges which are
        included in depletion, depreciation and accretion expense. The costs
        capitalized to the related assets are amortized to earnings in a
        manner consistent with the depletion and depreciation of the
        underlying asset.

        Stock-based compensation

        The Corporation has a stock-based compensation plan, which is
        described in Note 5. The Company records a compensation expense over
        the vesting period based on the fair value of options granted to
        employees, directors and consultants. These amounts are recorded as
        contributed surplus. Any consideration paid by employees, directors
        or consultants on the exercise of these options is recorded as share
        capital together with the related contributed surplus associated with
        the exercised options.

        Joint Interests

        A portion of the Corporation's exploration, development and
        production activities are conducted jointly with others. These
        consolidated financial statements reflect only the Corporation's
        proportionate interest in such activities.

        Revenue recognition

        Revenues associated with sales of petroleum, natural gas and all
        other items are recorded when title passes to the customer. Interest,
        mineral production royalty and trust distribution income are recorded
        when earned.

        Earnings per common share

        Basic earnings per share are computed by dividing earnings by the
        weighted average number of common shares outstanding during the year.
        Diluted per share amounts reflect the potential dilution that could
        occur if options to purchase common shares were exercised. The
        treasury stock method is used to determine the dilutive effect of
        stock options, whereby proceeds from the exercise of stock options or
        other dilutive instruments are assumed to be used to purchase common
        shares at the average market price during the year.

    2.  RELATED PARTIES

        The Corporation paid a management fee of $300,000 (2005 - $240,000)
        to Comstate Resources Ltd. (Comstate) (a wholly owned subsidiary of
        Bonterra Energy Income Trust (Bonterra) a publicly traded oil and gas
        income trust on the Toronto Stock Exchange) a company that has common
        directors and management with the Corporation. The Corporation also
        shares office rental costs and reimburses Comstate for costs related
        to employee benefits and office materials. These costs have been
        included in general and administrative expenses.

        Comstate owns 689,682 (December 31, 2005 - 689,682) common shares in
        the Corporation. Comstate is the administrator for Bonterra. Services
        provided by Comstate include executive services (president and vice
        president, finance duties), accounting services, oil and gas
        administration and office administration.

        As at December 31, 2006 the Corporation had an account payable to
        Comstate of $38,000 (December 31, 2005 - $29,000).

        The Corporation at December 31, 2006 owns 204,633 (December 31, 2005
        - 204,633) units in Bonterra representing just over one percent of
        the outstanding units of Bonterra. The units have an accounting cost
        of $2,321,000 (December 31, 2005 - $2,321,000) and a quoted market
        value of $5,233,000 (December 31, 2005 - $4,829,000). The Corporation
        received distributable income of $577,000 (2005 - $429,000) for the
        twelve month periods.

        The Corporation at December 31, 2006 owns 277,000 (December 31, 2005
        - 277,000) common shares in Pine Cliff Energy Ltd. (Pine Cliff). Pine
        Cliff has common directors and management with the Corporation. Pine
        Cliff shares trade on the TSX Venture Exchange. As of December 31,
        2006 the common shares have an accounting cost of $42,000
        (December 31, 2005 - $42,000) and a quoted market value of $180,000
        (December 31, 2005 - $152,000). The Corporation's ownership of
        277,000 common shares represents less than one percent of the total
        issued and outstanding common shares of Pine Cliff.

    3.  INCOME TAXES

        The Corporation has recorded a future income tax asset. The asset
        relates to the following temporary differences:

                                                               2006     2005
        ($000)                                               Amount   Amount
        ---------------------------------------------------------------------
        Future income tax assets:
          Capital assets                                      2,049      837
          Asset retirement obligation                           170      174
          Share issue costs                                      23       49
          Loss carry-forward (expires 2010)                   1,957    2,282
          Other                                                  62       71
        ---------------------------------------------------------------------
                                                              4,261    3,413
        ---------------------------------------------------------------------

        Income tax expense varies from the amounts that would be computed by
        applying Canadian federal and provincial income tax rates as follows:

        ($000)                                                 2006     2005
        ---------------------------------------------------------------------
        Earnings before income taxes                          1,236    2,216
        Combined federal and provincial income tax rates       34.5%    37.5%
        ---------------------------------------------------------------------
        Income tax provision calculated using statutory
         tax rates                                              426      797
        Increase (decrease) in taxes resulting from:
          Stock based compensation                              125       62
          Non-deductible Crown royalties                         86      190
          Non-taxable portion of capital gains                 (169)     (65)
          Resource allowance                                    (71)    (189)
          Alberta royalty tax credit                            (38)     (55)
          Effect of change in valuation allowance            (2,031)  (2,235)
          Depletion of consolidated asset adjustment             38       41
          Effect of change in tax rate                          772        -
          Other                                                  14       (9)
        ---------------------------------------------------------------------
        Income tax expense (recovery)                          (848)  (1,463)
        ---------------------------------------------------------------------

        The Corporation has the following tax pools which may be used to
        reduce taxable income in future years, limited to the applicable
        rates of utilization:

                                                            Rate of
                                                        Utilization   Amount
                                                                  %    ($000)
        ---------------------------------------------------------------------
        Undepreciated capital costs                          10-100      483
        Foreign exploration expenditures                         10    2,433
        Share issue costs                                        20       79
        Earned depletion expenses (successored)                  25    2,299
        Canadian development expenditures                        30   16,200
        Non-capital loss carried forward                        100    6,750
        Canadian exploration expenditures (successored)         100   33,368
        Canadian exploration expenditures                       100   12,751
        ---------------------------------------------------------------------
                                                                      74,363
        ---------------------------------------------------------------------

        The ability to claim the above successored amounts is restricted to
        income from 56 percent of the Meliadine property (see Note 10).

    4.  PROPERTY AND EQUIPMENT

                                         2006                 2005
        ---------------------------------------------------------------------
                                           Accumulated           Accumulated
                                             Depletion,            Depletion,
                                          Depreciation          Depreciation
                                                   and                   and
        ($000)                      Cost  Amortization    Cost  Amortization
        ---------------------------------------------------------------------
        Mineral properties        43,668           221  35,542           111
        Petroleum and natural
         gas properties and
         related equipment         8,485         6,601   8,257         6,039
        Furniture, equipment
         and other                   221           199     197           187
        ---------------------------------------------------------------------
                                  52,374         7,021  43,996         6,337
        ---------------------------------------------------------------------

        During the year, $255,000 (2005 - $258,000) of general and
        administrative expenses related to mineral exploration were
        capitalized. No general and administrative expenses related to oil
        and gas operations have been capitalized.

        In 2006 the Corporation provided for $1,123,000 (2005 - $317,000) in
        abandonment of mineral properties. Of this amount, $675,000 relates a
        write down of the Caballo Blanco Mexican property. The write-down
        represents the excess of the carrying value of the property over the
        proceeds of its disposition in 2007. Please refer to note 12. The
        balance of $448,000 relates to impairment of miscellaneous mineral
        properties.

        The Corporation's most significant project is the Meliadine project
        located in Nunavut Territory, Canada near the north western shore of
        Hudson Bay. The center of the property is approximately 24 km north
        of Rankin Inlet in the Kivalliq District. Current property holdings
        on the Meliadine property total approximately 65,104 hectares. The
        property is presently under two separate agreements: the Meliadine
        West property in which Comaplex has a 78% interest and Resource
        Capital Fund (RCF) a 22% interest; and the Meliadine East property in
        which Comaplex and RCF each own a 50 percent working interest. The
        Meliadine West property consists of 45,275 hectares. Of this amount,
        42,180 hectares are under Federal jurisdiction (20,594 hectares are
        claims, 21,586 hectares are leases) and 3,095 hectares are Nunavut
        Tunngavik Inc. (NTI) subsurface concessions. The Meliadine East
        property consists of 19,829 hectares. Of these lands, 17,054 hectares
        in 18 claims come under the jurisdiction of the Federal Canadian
        Mining Regulations (leases) and 2,775 hectares come under NTI
        subsurface concessions.

        The Corporation has capitalized costs of $41,264,000 (2005 -
        $33,148,000) for deferred development costs for Meliadine. No costs
        have been attributable to capital assets or deferred pre-operating
        costs. In addition no costs have been expensed on the project to
        date. The ultimate success of the Meliadine project and the
        recoverability of the capitalized costs related thereto are dependent
        upon the development of a successful mine. Specifically, this will
        require additional financing in amounts sufficient to continue the
        on-going development of the Meliadine project and to meet the related
        obligations as they become due.

        The Corporation has received option payments to date totalling
        $2,850,000 (December 31, 2005 - $2,850,000). These payments have been
        reported as income when received.

        Please refer to Notes 10 and 11 regarding contractual obligations and
        commitments as well as contingent items regarding the Meliadine
        project.

    5.  SHARE CAPITAL

        Authorized
        Unlimited number of common shares without nominal or par value
        Unlimited number of first preferred shares

        Issued
        ($000)                         2006                    2005
        ---------------------------------------------------------------------
                                  Number   Amount ($)     Number   Amount ($)
        ---------------------------------------------------------------------
        Common Shares
        Balance, beginning
         of year              38,568,971      43,222  36,119,400      34,702
        Issued pursuant to
         private placement             -           -   2,428,571       8,500
        Issue costs for
         private placement             -           -           -         (30)
        Issued on exercise
         of stock options        882,800       1,104      21,000          26
        Transfer of
         contributed surplus
         to share capital              -         596           -          14
        Future tax benefit
         of share issue costs          -           -           -          10
        ---------------------------------------------------------------------
        Balance, end of year  39,451,771      44,922  38,568,971      43,222
        ---------------------------------------------------------------------

        The 39,587,967 (2005 - 38,920,948) shares used to calculate diluted
        earnings per share for the year ended December 31, 2006 included the
        basic weighted average number of shares outstanding of 38,816,779
        (2005 - 38,120,097) plus 771,188 (2005 - 800,851) shares related to
        the dilutive effect of stock options.

        On March 7, 2005, the Corporation completed a private placement with
        an indirect wholly-owned subsidiary of Gold Fields Limited (Gold
        Fields) for 2,428,571 common shares at a price of $3.50 per common
        share for aggregate gross proceeds of $8,500,000. The proceeds of the
        placement were used for the further exploration and development of
        the Meliadine properties. In connection with the private placement,
        the Corporation and Gold Fields entered into a Technical Assistance
        Agreement under which Gold Fields provided technical assistance in
        the planning and execution of the 2005 advanced exploration program
        on the Meliadine West and other properties. The Technical Assistance
        Agreement was terminated in 2006.

        The Corporation provides a stock option plan for its directors,
        officers, employees and consultants. Under the plan, the Corporation
        may grant options for up to 3,856,897 (December 31, 2005 - 2,700,000)
        shares of common stock. The exercise price of each option granted
        equals the market price of the Corporation's stock on the date of
        grant and the option's maximum term is five years. Options vest one-
        third each year for the first three years of the option term.

        A summary of the status of the Corporation's stock option plan as of
        December 31, 2006 and 2005, and changes during the years ending on
        those dates is presented below:

                                        2006                    2005
        ---------------------------------------------------------------------
                                            Weighted-               Weighted-
                                             Average                 Average
                                            Exercise                Exercise
        Options                   Shares       Price      Shares       Price
        ---------------------------------------------------------------------
        Outstanding at
         beginning of year     1,468,000       $1.34   1,531,000       $1.28
        Options granted        1,827,000        3.20      60,000        2.70
        Options exercised       (882,800)       1.25     (21,000)       1.25
        Options cancelled        (15,000)       4.00    (102,000)       1.25
        ---------------------------------------------------------------------
        Outstanding at end
         of year               2,397,200       $2.77   1,468,000       $1.34
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Options exercisable
         at end of year          530,200       $1.30     933,666       $1.28
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        The following table summarizes information about stock options
        outstanding at December 31, 2006:

                             Options Outstanding         Options Exercisable
    -------------------------------------------------------------------------
                                  Weighted-
                       Number      Average   Weighted-      Number  Weighted-
    Range of      Outstanding    Remaining    Average  Exercisable   Average
    Exercise               At  Contractual   Exercise           At  Exercise
    Prices           12/31/06         Life      Price     12/31/06     Price
    -------------------------------------------------------------------------
    $1.25             510,200    0.2 years      $1.25      510,200     $1.25
    2.70               60,000    3.3 years       2.70       20,000      2.70
    3.20 to 3.60    1,827,000    3.2 years       3.20            -         -
    -------------------------------------------------------------------------
    $1.25 to 3.60   2,397,200    2.6 years      $2.77      530,200     $1.30
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

        The Corporation records compensation expense over the vesting period
        based on the fair value of options granted to employees, directors
        and consultants. The Corporation granted 1,827,000 stock options with
        an estimated fair value of $2,077,000 ($1.14 per option) using the
        Black-Scholes option pricing model with the following key
        assumptions:

        Weighted-average risk free interest rate (%)   4.0
        Dividend yield (%)                             0.0
        Expected life (years)                          3.0
        Weighted-average volatility (%)               47.0

    6.  FINANCING COMMITMENT

        On December 8, 2006, the Corporation entered into a financing
        commitment with the Corporation's principal banker. The financing
        commitment allows for a $3,400,000 extendible revolving credit
        facility. The credit facility carries an interest rate of Canadian
        chartered bank prime plus .25 percent. The credit facility has no
        fixed repayment terms. The amount available for borrowing under the
        credit facility is reduced by outstanding letters of credit. The
        Corporation has issued an irrevocable standby letter of credit (LC)
        in the amount of $950,000 to the Kivalliq Inuit Association (KIA).
        The LC was provided to KIA as security for potential reclamation
        costs associated with the Meliadine West camp as well as certain
        other specified lands held on the Meliadine lease.

        The Corporation has provided as security for the credit facility a
        demand debenture in the amount of $6,800,000 conveying a first
        priority floating charge over all the present and after-acquired
        property of the Corporation and a first priority security interest in
        all present and after-acquired property of the Corporation.

    7.  ASSET RETIREMENT OBLIGATIONS

        At December 31, 2006, the estimated total undiscounted amount
        required to settle the asset retirement obligations was $800,000
        (2005 - $704,000). Costs for asset retirement have been calculated
        assuming a 5 percent inflation rate for 2007, 4 percent for 2008,
        3 percent for 2009 and 2 percent thereafter. These obligations will
        be settled based on the useful lives of the underlying assets, which
        extend up to 18 years into the future. This amount has been
        discounted using a credit-adjusted risk-free interest rate of 5
        (2005 - 5) percent.

        Changes to asset retirement obligations were as follows:

        ($000)                                                 2006     2005
        ---------------------------------------------------------------------
        Asset retirement obligations, January 1                 513      539
        Adjustment to asset retirement obligations               59       78
        Liabilities settled during the year                     (10)    (134)
        Accretion                                                26       30
        ---------------------------------------------------------------------
        Asset retirement obligations, December 31               588      513
        ---------------------------------------------------------------------

    8.  BUSINESS SEGMENT INFORMATION

        The Corporation's activities are represented by two segments
        comprised of mineral exploration activities and oil and gas
        production.

        ($000)                                                 2006     2005
        ---------------------------------------------------------------------
        Gross revenue
          Mineral exploration                                 1,287      486
          Oil and Gas                                         4,231    5,041
        ---------------------------------------------------------------------
                                                              5,518    5,527
        ---------------------------------------------------------------------
        Depletion, depreciation, accretion, and abandonment
          Mineral exploration                                 1,263      433
          Oil and Gas                                           571      558
        ---------------------------------------------------------------------
                                                              1,834      991
        ---------------------------------------------------------------------
        Net earnings (loss) for the year
          Mineral exploration                                   358     (553)
          Oil and Gas                                         1,726    4,142
        ---------------------------------------------------------------------
                                                              2,084    3,589
        ---------------------------------------------------------------------
        Property and equipment expenditures for the year
          Mineral exploration                                 9,022    6,982
          Oil and gas                                           168       52
        ---------------------------------------------------------------------
                                                              9,190    7,034
        ---------------------------------------------------------------------
        Total assets
          Mineral exploration                                52,475   49,022
          Oil and gas                                         4,943    5,134
        ---------------------------------------------------------------------
                                                             57,418   54,156
        ---------------------------------------------------------------------

    9.  FINANCIAL INSTRUMENTS

        Fair Values

        The Corporation's financial instruments included in the balance
        sheets are comprised of cash, accounts receivable and accounts
        payable and accrued liabilities. The fair values of these financial
        instruments approximate their carrying value due to the short-term
        maturity of those instruments.

        Credit Risk

        Substantially all of the Corporation's accounts receivable are due
        from customers in the oil and gas and mineral industries and are
        subject to normal industry credit risks. The carrying value of
        accounts receivable reflects management's assessment of associated
        credit risks.

        Commodity Price Risk

        The nature of the Corporation's operations results in exposure to
        fluctuations in commodity prices and exchange rates.

    10. CONTRACTUAL OBLIGATION AND COMMITMENTS

        Under the terms of the 1995 option agreement entered into between the
        Corporation, Cumberland Resources Ltd. (Cumberland) and WMC
        International Limited (WMC), WMC had the option to earn a 56 percent
        working interest in the western portion of the Meliadine gold
        property by incurring $12,500,000 in exploration expenditures and
        making certain annual option payments to both the Corporation and
        Cumberland. WMC would also provide all future financing requirements
        relating to exploration and development expenditures incurred on the
        property in excess of this amount. The portion of the exploration and
        development expenditures related to the Corporation's and
        Cumberland's ownership percentage would only be recoverable from net
        operating cash flow of Meliadine. This 56 percent working interest
        was earned by WMC and was assumed by the Corporation, through its
        acquisition of WMC in 2003. In late 2006, Cumberland's interest in
        Meliadine was acquired by Resource Capital Fund (RCF). The
        Corporation is required to make option payments to RCF on the dates
        and in the amounts as follows:

        Date                                Amount
        -----------                         ----------
        Jan 1, 2007                         $1,500,000 plus a CPI adjustment
        Jan 1, 2008 and each year           $1,500,000 plus a CPI adjustment
         thereafter until the
         commencement of production or
         Comaplex elects to revert to
         a 50/50 ownership with RCF in
         the Meliadine West property

    11. CONTINGENT RECEIVABLE

        As specified in Note 10, the Corporation is required to provide all
        future financing requirements relating to the exploration and
        development of the Meliadine property. However it will be able to
        recover the portion, including interest thereon, of the exploration
        and development costs that pertain to RCF's ownership interest in the
        Meliadine property from RCF's share of future production from the
        Meliadine property. Prior to the acquisition by the Corporation of
        WMC, WMC incurred expenditures of $49,108,000. Subsequent to the
        acquisition a further $18,232,000 (December 31, 2005 - $9,993,000) of
        exploration expenditures were incurred by the Corporation.

        As of December 31, 2006 the Corporation has a contingent receivable
        from RCF in the amount of $20,211,000 (December 31, 2005 -
        $17,217,000) including interest. Due to the contingent nature of the
        amount receivable, no amount has been recorded in the financial
        statements of the Corporation. When the amount receivable is no
        longer considered contingent, the Corporation will record a
        receivable. At that time $13,517,000, the contingent amount at the
        date of the WMC acquisition, will be considered to be income and the
        additional amounts related to costs incurred by the Corporation for
        the benefit of RCF, subsequent to the WMC acquisition, will offset
        capital costs.

    12. SUBSEQUENT EVENT - SALE OF CABALLO BLANCO (MEXICO)

        In February, 2007, the Corporation disposed of its interests in the
        Caballo Blanco (Mexican) property for cash proceeds of $1,250,000 US.
    
    %SEDAR: 00001166E




For further information:

For further information: George F. Fink, President, and CEO or Garth E.
Schultz, Vice President - Finance, and CFO or Mark J. Balog, Vice President -
Exploration, Telephone: (403) 265-2846, Fax: (403) 265-7488

Organization Profile

COMAPLEX MINERALS CORP.

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