Comaplex Minerals Corp. Announces Fourth Quarter and Annual 2007 Results



    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION
    IN THE UNITED STATES/

    CALGARY, March 20 /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, 2007.

    FORWARD-LOOKING INFORMATION

    Certain statements contained in this press release include statements
which contain words such as "anticipate", "could", "should", "expect", "seek",
"may", "intend", "likely", "will", "believe" and similar expressions,
statements relating to matters that are not historical facts, and such
statements of our beliefs, intentions and expectations about development,
results and events which will or may occur in the future, constitute
"forward-looking information" within the meaning of applicable Canadian
securities legislation and are based on certain assumptions and analysis made
by us derived from our experience and perceptions. Forward-looking information
in this MD&A includes, but is not limited to: expected cash provided by
continuing operations; future capital expenditures, including the amount and
nature thereof; gold, oil and natural gas prices and demand; expansion and
other development trends of the precious metal industry; business strategy and
outlook; expansion and growth of our business and operations; and maintenance
of existing customer, supplier and partner relationships; supply channels;
accounting policies; credit risks; and other such matters.
    All such forward-looking information is based on certain assumptions and
analyses made by us in light of our experience and perception of historical
trends, current conditions and expected future developments, as well as other
factors we believe are appropriate in the circumstances. The risks,
uncertainties, and assumptions are difficult to predict and may affect
operations, and may include, without limitation: the risks of foreign
operations; foreign exchange fluctuations; equipment and labour shortages and
inflationary costs; general economic conditions; industry conditions; changes
in applicable environmental, taxation and other laws and regulations as well
as how such laws and regulations are interpreted and enforced; the ability of
mineral companies to raise capital; the effect of weather conditions on
operations and facilities; the existence of operating risks; volatility of
precious metals and oil and natural gas prices; precious metal and oil and gas
product supply and demand; risks inherent in the ability to generate
sufficient cash flow from operations to meet current and future obligations;
increased competition; stock market volatility; opportunities available to or
pursued by us; and other factors, many of which are beyond our control. The
foregoing factors are not exhaustive and are further discussed herein under
the heading Business Prospects, Risks and Outlooks as well as in the Company's
Annual Information Form filed on SEDAR at www.sedar.com.
    Actual results, performance or achievements could differ materially from
those expressed in, or implied by, this forward-looking information and,
accordingly, no assurance can be given that any of the events anticipated by
the forward-looking information will transpire or occur, or if any of them do
so, what benefits will be derived there from. Except as required by law,
Comaplex disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new information, future
events or otherwise.
    The forward-looking information contained herein is expressly qualified
by this cautionary statement.

    
    ANNUAL FINANCIAL AND OPERATIONAL HIGHLIGHTS

                                                  2007       2006       2005
                                             --------------------------------
    Financial ($000, except $ per share)
    Net Revenue
      Mineral Division                        $  1,066   $  1,287   $    486
      Oil and Gas Division                       3,029      3,511      4,191
    Funds Flow from Operations(1)                2,313      2,457      2,935
      Per Share Basic                             0.05       0.06       0.08
      Per Share Diluted                           0.05       0.06       0.08
    Net Earnings                                 2,373      2,084      3,589
      Per Share Basic                             0.05       0.05       0.09
      Per Share Diluted                           0.05       0.05       0.09
    Capital Expenditures and Acquisitions
      Mineral Division                          20,199      9,022      6,982
      Oil and Gas Division                         232        168         52
    Total Assets
      Mineral Division                          89,930     52,475     49,022
      Oil and Gas Division                       7,269      4,943      5,134
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrel of Oil Equivalent (BOE) per day(2)      206        293        227
    -------------------------------------------------------------------------
    (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 foreign exchange, 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

                                 2007                        2006
                      --------------------------- ---------------------------
                        4th    3rd    2nd    1st    4th    3rd    2nd    1st
    Financial ($000,
     except $ per
     share)
    Net Revenue
      Mineral
       Division       $ 282  $ 288  $ 407  $  89  $  61  $ 618  $ 528  $  80
      Oil and Gas
       Division         818    671    759    781    893    701    949    968
    Funds Flow from
     Operations         567    632    687    427    676    549    625    607
      Per Share Basic  0.01   0.01   0.02   0.01   0.02   0.01   0.02   0.01
      Per Share
       Diluted         0.01   0.01   0.02   0.01   0.02   0.01   0.02   0.01
    Net Earnings      2,854    (40)   270   (711)   614    650    623    197
      Per Share
       Basic           0.06  (0.00)  0.01  (0.02)  0.01   0.02   0.02   0.00
      Per Share
       Diluted         0.06  (0.00)  0.01  (0.02)  0.01   0.02   0.02   0.00
    Capital
     Expenditures and
     Acquisitions
      Mineral
       Division       3,686  9,344  4,468  2,701  1,010  3,250  2,468  2,294
      Oil and Gas
       Division          38     71     81     42     30      9     71     58
    -------------------------------------------------------------------------
    Oil and Gas
     Operations
    Barrel of Oil
     Equivalent (BOE)
     per day            207    195    196    227    274    249    342    308
    -------------------------------------------------------------------------
    

    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.

    Revenue

    Mineral Properties

    Gross revenue from the Company's mineral division totalled $1,066,000 in
2007 compared to $1,287,000 in 2006. The decrease resulted primarily from a
decrease on the sale of investments to $142,000 in 2007 from $977,000 in 2006,
which was offset by $585,000 more interest income on funds held in cash. The
gains in 2007 and 2006 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, 2007 of $88,000 (2006 - $225,000).
    Interest income of $836,000 (2006 - $251,000) resulted from interest
earned from cash balances. The increase was due primarily to increased cash
balances resulting from share issuance funding for the Company's Meliadine
West project. Please refer to Liquidity and Capital Resources for further
details.
    The mineral production royalty, which is a flat fee for each tonne of ore
produced through a mill in Quebec increased due to increased through put in
2007.

    Petroleum and Natural Gas

    Revenue from the Company's petroleum and natural gas properties before
royalties decreased to $3,267,000 in 2007 from $3,654,000 in 2006. The
decrease was primarily due to reduced natural gas volumes mainly due to
operational problems which have now been rectified, offset partially by
increased natural gas prices.
    Natural gas prices increased to $6.48 in 2007 from $4.83 in 2006. The
Company did not have any commodity hedges in place during 2007 or 2006 and as
such incurred no hedging gains or losses.
    Fourth quarter production revenue was $846,000, an overall increase of
approximately $122,000 over the third quarter. The increase was from increased
Q4 production due to less maintenance down time than Q3 and increased natural
gas prices to $6.19 per MCF from $5.94 per MCF in the third quarter.
    Royalties consist of Crown royalties of $553,000 (2006 - $651,000) paid
to the Province of Alberta and gross overriding royalties of $224,000 (2006 -
$232,000). The decrease in Crown royalties in 2007 is due to smaller volumes
than 2006. Royalties for Q4 consist of $152,000 Crown royalties (Q3 -
$130,000) and $56,000 gross overriding royalties (Q3 - $58,000). The increase
in Crown royalties in Q4 is due to increased production after completion of
the maintenance program.
    Based on information currently available to management, the Alberta
royalty review will increase future Crown royalties to approximately 20% (2007
- 16.9%) of production revenue, which under current volumes could increase
Crown royalties by approximately $100,000.
    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. Effective
January 1, 2007 the Alberta government discontinued this program.
    Trust distribution income from Bonterra Energy Income Trust ("Bonterra
Trust") for 2007 amounted to $540,000 compared to $577,000 in 2006. The
decrease of $37,000 is due primarily to a decrease of $0.18 per unit pay out
by Bonterra Trust in 2007 compared to 2006. Fourth quarter distributions
totalled $180,000 compared to $135,000 in the third quarter as Bonterra Trust
declared its January distribution on December 31, 2007, resulting in four
distributions being recorded in the fourth quarter. This process is consistent
with previous years' fourth quarters.

    Expenses

    Mineral Properties - General and Administrative

    General and administrative expenses related to mineral exploration
increased to $943,000 in 2007 from $914,000 in 2006. Total minerals division
general and administrative expenses prior to capitalization were $1,242,000
compared to $1,167,000 in 2006. The Company capitalized $299,000 (2006 -
$255,000) of general and administrative expenses directly related to the
Company's mineral exploration activities. Increases in salary compensation
($85,000) and an increase in continuous disclosure costs ($40,000 which is a
123% increase) were the primary reasons for the increase. This was offset by a
reduction in the provision for doubtful accounts ($51,000). The increase in
salaries represents a 16.9 percent increase in overall employee compensation
which was partially due to additional staffing requirements with the
development of the Meliadine West project. The provision in doubtful accounts
for 2006 related to disputed items with regards to the Company's Mexican
property (which was disposed of in 2007).
    Fourth quarter general and administration expenses increased to $273,000
from $187,000 in the third quarter. The increase was due primarily to
increased salary compensation expense relating to the Company's bonus plan in
the fourth quarter ($73,000).

    Petroleum and Natural Gas Properties - Production Costs

    Comaplex incurred $319,000 in petroleum and natural gas production costs
in 2007 compared to $316,000 in 2006. 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 $4.24 in 2007 compared to $2.95 in 2006. The increase in
the operating costs per BOE in 2007 versus 2006 is due to reduced production
volumes caused by the maintenance workover expenditures in 2007, which offset
the decrease of operator fees. Fourth quarter production costs ($205,000)
increased over Q3 (-$2,000) due primarily to processing fee adjustments of
$128,000 related to previous quarters.

    Petroleum and Natural Gas Properties - General and Administrative Costs

    General and administrative costs increased marginally from $120,000 in
2006 to $138,000 in 2007, due to an increase in oil and gas engineering costs
of $18,000.
    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.

    Foreign Exchange Loss

    Foreign exchange loss increased to $240,000 in 2007 from $15,000 in 2006.
The Company had a foreign exchange loss due to a greater amount of US funds
held in 2007 due to the sale of the Caballo Blanco property and the increased
appreciation of the Canadian dollar over the US dollar.

    Stock Based Compensation

    Stock based compensation increased to $1,280,000 in 2007 from $364,000
for 2006. The increase was due to the issuance of 1,818,000 stock options on
October 10, 2006 to employees and other service providers. The fourth quarter
compensation charge related to the issuance of these options was $247,000. The
total stock based compensation expense related to all outstanding options as
of December 31, 2007 is $3,671,000 of which $2,664,000 has been expensed to
the end of 2007.
    The total of 278,000 stock options that were issued in 2007 had an
estimated weighted average fair value of $1.84 per option at the date they
were granted using the Black-Scholes option pricing model with the following
key assumptions:

    
    Weighted-average risk free interest rate (%)                         4.1
    Dividend yield (%)                                                   0.0
    Expected life (years)                                                3.5
    Weighted-average volatility (%)                                     45.6
    

    The result of applying the above, a total stock based compensation of
$1,007,000, based on currently issued and outstanding options, is required to
be recorded over the years 2008 to 2010.

    Depletion, Depreciation, Accretion and Abandonment

    Mineral Exploration - Abandonment of Claims

    Abandonment of mineral properties in 2007 was $Nil (2006 - $1,123,000).
The 2006 write offs related to two projects. Exploration costs ($448,000)
associated with the Company's Southampton Island (diamonds), Nunavut,
properties were written off as results were not satisfactory. 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 (2006 -
$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.

    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.
    In 2007 the future income tax recovery was $1,777,000 compared to a
future income tax recovery of $848,000 in 2006. The large 2007 and 2006 future
income tax recoveries are due to the ability to record a future tax asset from
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 2007 totalled $88,318,000 and consist
of the following pool balances.

    
                                                     Rate of
                                                   Utilization
                                                        %            Amount
    -------------------------------------------------------------------------
    Undepreciated capital costs                         10-100   $   529,000
    Foreign exploration expenditures                        10       873,000
    Share issue costs                                       20     1,668,000
    Earned depletion expenses (successored)                 25     2,299,000
    Canadian development expenditures                       30    16,207,000
    Non-capital losses carried forward                     100     6,750,000
    Canadian exploration expenditures (successored)        100    33,368,000
    Canadian exploration expenditures                      100    26,624,000
    -------------------------------------------------------------------------
                                                                 $88,318,000
    -------------------------------------------------------------------------
    

    The ability to claim the above successored amounts is restricted to
income from 56 percent of the Meliadine property (71.8 percent of the
Company's interest).

    Net Earnings

    The Company earned $2,373,000 in 2007 compared to $2,084,000 in 2006. The
increase in net earnings was due to increases in future income tax recovery,
increased interest income on cash acquired by share issuance and a decrease in
abandonment costs offset by an increase in stock based compensation expense, a
decrease on gain on sale of investments and a decrease in oil and gas sales.

    Comprehensive Income

    On January 1, 2007 the Company adopted the new accounting standards
regarding the accounting for financial instruments. As a result of the
adoption the Company's figure for its investments increased by $3,105,000 for
the fair value of these investments. This adjustment resulted in a further
increase in the future income tax liability and accumulated other
comprehensive income of $510,000 and $2,595,000 respectively. Other
comprehensive income for the 2007 year end included an increase in the
unrealized gain on investment of $208,000 net of $35,000 in income tax and a
transfer of a realized gain on investment to net income of $115,000 net of
$20,000 in income tax.

    Funds Flow from Operations

    Funds flow from operations decreased to $2,313,000 in 2007 from
$2,457,000 in 2006. Funds flow from operations is not a recognized measure
under Canadian generally accepted accounting principles ("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 foreign exchange, 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 an advanced exploration 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 GAAP:

    
                                                          2007          2006

    Cash flow from operating activities            $ 2,105,000   $ 2,386,000
    Items not affecting funds flow
      Accounts receivable                              346,000      (324,000)
      Prepaid expenses                                  63,000             -
      Accounts payable and accrued liabilities          25,000       400,000
      Asset retirement obligations settled              14,000        10,000
      Foreign exchange loss                           (240,000)      (15,000)
    -------------------------------------------------------------------------
    Funds flow for the period                        2,313,000     2,457,000
    -------------------------------------------------------------------------
    

    Liquidity and Capital Resources

    Management of Comaplex is pleased with the current financial position of
the Company. At December 31, 2007, the Company had a working capital position
of $23,703,000 (2006 - $10,308,000).
    The initial underground exploration ramp on the Meliadine West property
will be completed in the summer of 2008. Overlapping this program will be a
surface drill program. Detailed planning of the drill program is ongoing, but
it is anticipated that over 25,000 meters of drilling will be completed mainly
on the Western Deeps portion of the deposit at depths of 375-450 meters below
surface. The intent of the program is to increase resources and move some of
the Inferred resources in this zone into the Indicated category. The drilling
is expected to commence in mid March and continue into October.
    The Company currently has a projected capital expenditure budget for 2008
of approximately $25,000,000 for the above mentioned projects. A further
$1,000,000 is planned to be spent on the Company's miscellaneous other
exploration plays and oil and gas development in 2008. The planned
expenditures will be partially funded with the Company's working capital,
anticipated funds flow from oil and gas operations as well as future equity
issuances.
    The Company engaged the services of Sproule Associates Limited to prepare
a reserve evaluation with an effective date of December 31, 2007. The reserves
are located in the Province of Alberta. 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, 2007
                         (FORECAST PRICES AND COSTS)

                                                       RESERVES
                                               Natural         Natural Gas
                                                 Gas             Liquids
                                           Gross      Net    Gross      Net
    RESERVE CATEGORY                       (MMcf)   (MMcf)   (Mbbl)   (Mbbl)
    -------------------------------------------------------------------------
    PROVED DEVELOPED PRODUCING              2,652    2,073      121       81
    PROBABLE                                  696      553       30       19
    -------------------------------------------------------------------------
    TOTAL PROVED PLUS PROBABLE              3,348    2,626      151      100
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



             SUMMARY OF NET PRESENT VALUES OF FUTURE NET REVENUE
             AS OF DECEMBER 31, 2007 (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    14,308   10,853    8,718    7,298    6,295
    PROBABLE                       4,699    2,177    1,266      847      619
    -------------------------------------------------------------------------
    TOTAL PROVED PLUS PROBABLE    19,007   13,030    9,984    8,145    6,914
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Commodity prices used in the above calculations of reserves are as
follows:

                           Alberta Gas
                            Reference
               Edmonton       Price
              Par Price     Plantgate     Propane      Butane       Pentane
               (Cdn $        (Cdn $       (Cdn $       (Cdn $       (Cdn $
    Year     per barrel)     per MCF)   per barrel)  per barrel)  per barrel)
            -----------------------------------------------------------------
    2008         88.17          6.19         52.29        65.72        90.30
    2009         84.54          6.94         50.14        63.01        86.58
    2010         83.16          7.46         49.32        61.98        85.17
    2011         81.26          7.50         48.20        60.57        83.23
    2012         80.73          7.41         47.88        60.17        82.68
    2013         81.25          7.58         48.19        60.56        83.21
    2014         82.88          7.76         49.16        61.78        84.88
    2015         84.55          7.94         50.14        63.02        86.59
    2016         86.25          8.12         51.15        64.28        88.33
    2017         87.98          8.31         52.18        65.58        90.10

    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
2007 were as follows:

    Property                                                          Amount
    -------------------------------------------------------------------------
    Meliadine                                                    $20,118,000
    Other                                                             81,000
    -------------------------------------------------------------------------
    Total                                                        $20,199,000
    -------------------------------------------------------------------------

    On March 23, 2007, the Company completed a private placement for 6,000,000
common shares at a price of $4.45 per common share for aggregate gross
proceeds of $26,700,000. The Company paid a commission of $1,535,000 plus
legal, accounting and commission costs of approximately $210,000. On December
14, 2007, the Company completed a private placement for 649,999 common (flow
through shares) at a price of $7.75 per common share for aggregate gross
proceeds of $5,037,000. The Company paid approximately $324,000 in
commissions, legal, and accounting costs. The proceeds of the placement will
be used for further exploration and development of the Meliadine properties.
    The Company provides a stock option plan for its directors, officers,
employees and consultants. Under the plan, the Company may grant options for
up to 10 percent of the outstanding common shares. The options available as of
December 31, 2007 were 4,661,197. The exercise price of each option granted
equals the market price of the Company's stock on the date of grant and the
option's maximum term is five years.

    Commitments

    The Company has no contractual obligations that last more than one year
other than its requirement to make option payments to retain its rights to the
Meliadine property as follows:

    Date                                    Amount
    ----                                    ------
    Jan 1, 2008 and each year thereafter    $1,500,000 plus a CPI adjustment
    until the commencement of production    (from December 31, 2005
    or Comaplex elects to revert to a       to date of payment)
    50/50 ownership with RCF in the
    Meliadine West property

    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)                                                     2007     2006
    -------------------------------------------------------------------------
    ASSETS
    Current
      Cash                                                   20,987    4,759
      Accounts receivable                                       708      362
      Prepaid expenses                                          214      151
      Investments (Note 2)                                    5,257    2,532
    -------------------------------------------------------------------------
                                                             27,166    7,804
    Future income tax asset (Note 3)                          6,181    4,261
    -------------------------------------------------------------------------
    Property and equipment (Note 4)
      Property and equipment                                 71,423   52,374
      Accumulated depletion, depreciation and amortization   (7,571)  (7,021)
    -------------------------------------------------------------------------
                                                             63,852   45,353
    -------------------------------------------------------------------------
                                                             97,199   57,418
    -------------------------------------------------------------------------
    LIABILITIES
    Current
      Accounts payable and accrued liabilities (Note 2)       3,463      601
    Asset retirement obligations (Note 8)                       675      588
    -------------------------------------------------------------------------
                                                              4,138    1,189
    -------------------------------------------------------------------------
    SHAREHOLDERS' EQUITY
      Share capital (Note 5)                                 76,173   44,922
      Contributed surplus                                     2,620    1,684
    -------------------------------------------------------------------------
                                                             78,793   46,606
    -------------------------------------------------------------------------

      Retained earnings                                      11,996    9,623
      Accumulated other comprehensive income (Note 6)         2,272        -
    -------------------------------------------------------------------------
                                                             14,268    9,623
    -------------------------------------------------------------------------
      Total shareholders' equity                             93,061   56,229
    -------------------------------------------------------------------------
                                                             97,199   57,418
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    COMAPLEX MINERALS CORP.

    CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS

    Years Ended December 31

    ($000, except $ per share)                                 2007     2006
    -------------------------------------------------------------------------
    REVENUE
    Minerals division
      Interest                                                  836      251
      Mineral production royalty                                 88       59
      Gain on sale of investments                               142      977
    -------------------------------------------------------------------------
                                                              1,066    1,287
    -------------------------------------------------------------------------
    Oil and gas division
      Oil and gas sales                                       3,267    3,654
      Royalties                                                (778)    (883)
      Alberta royalty tax credits                                 -      163
      Trust distributions (Note 2)                              540      577
    -------------------------------------------------------------------------
                                                              3,029    3,511
    -------------------------------------------------------------------------
                                                              4,095    4,798
    -------------------------------------------------------------------------
    EXPENSES
      Oil and gas production costs                              319      315
      General and administrative
        Minerals division                                       943      914
        Oil and gas division                                    138      120
      Foreign exchange loss                                     240       15
      Stock based compensation                                1,280      364
      Depletion, depreciation and accretion                     579      711
      Abandonment of mineral properties (Note 4)                  -    1,123
    -------------------------------------------------------------------------
                                                              3,499    3,562
    -------------------------------------------------------------------------
    Earnings before income taxes                                596    1,236
    -------------------------------------------------------------------------
    Income taxes (recovery) (Note 3)
      Current                                                     -        -
      Future                                                 (1,777)    (848)
    -------------------------------------------------------------------------
                                                             (1,777)    (848)
    -------------------------------------------------------------------------
    Net earnings for the year                                 2,373    2,084
    Retained earnings, beginning of year                      9,623    7,539
    -------------------------------------------------------------------------
    Retained earnings, end of year                           11,996    9,623
    -------------------------------------------------------------------------
    Net earnings per share - basic and diluted                 0.05     0.05
    -------------------------------------------------------------------------


    COMAPLEX MINERALS CORP.

    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

    Year Ended December 31

    ($000, except $ per share)                                          2007
    -------------------------------------------------------------------------

    Net income for the year                                            2,373
    -------------------------------------------------------------------------
    Other comprehensive income, net of income tax
      Loss on investments (net of tax of $35)                           (208)
      Realized gains on investments transferred to net income
       (net of tax of $20)                                              (115)
    -------------------------------------------------------------------------
    Other comprehensive loss                                            (323)
    -------------------------------------------------------------------------
    Comprehensive income                                               2,050
    -------------------------------------------------------------------------

    Comprehensive income per share - basic and diluted                  0.05
    -------------------------------------------------------------------------


    COMAPLEX MINERALS CORP.

    CONSOLIDATED STATEMENTS OF CASH FLOW

    Years Ended December 31

    ($000)                                                     2007     2006
    -------------------------------------------------------------------------
    OPERATING ACTIVITIES
      Net earnings                                            2,373    2,084
      Items not affecting cash
        Gain on sale of investments                            (142)    (977)
        Stock based compensation                              1,280      364
        Depletion, depreciation and accretion                   579      711
        Abandonment of mineral properties                         -    1,123
        Foreign exchange loss                                   240       15
        Future income taxes                                  (1,777)    (848)
    -------------------------------------------------------------------------
                                                              2,553    2,472
    -------------------------------------------------------------------------
    Change in non-cash working capital
      Accounts receivable                                      (346)     324
      Prepaid expenses                                          (63)       -
      Accounts payable and accrued liabilities                  (25)    (400)
    Asset retirement obligations settled                        (14)     (10)
    -------------------------------------------------------------------------
                                                               (448)     (86)
    -------------------------------------------------------------------------
                                                              2,105    2,386
    -------------------------------------------------------------------------
    FINANCING ACTIVITIES
      Issue of shares pursuant to private placement          31,737        -
      Share issue costs                                      (2,069)       -
      Issue of shares under employee stock option plan          638    1,104
    -------------------------------------------------------------------------
                                                             30,306    1,104
    -------------------------------------------------------------------------
    INVESTING ACTIVITIES
      Mineral exploration property and equipment
       expenditures                                         (20,199)  (9,022)
      Mineral exploration property and equipment disposals    1,463        -
      Oil & gas property and equipment expenditures            (232)    (168)
      Investments purchased                                     (76)       -
      Investments sold                                          215    1,008
      Change in non-cash working capital
        Accounts payable and accrued liabilities              2,886       36
    -------------------------------------------------------------------------
                                                            (15,943)  (8,146)
    -------------------------------------------------------------------------
    Foreign exchange loss on cash held in foreign currency     (240)     (15)
    -------------------------------------------------------------------------
    Net cash inflow (outflow)                                16,228   (4,671)
    Cash, beginning of year                                   4,759    9,430
    -------------------------------------------------------------------------
    Cash, end of year                                        20,987    4,759
    -------------------------------------------------------------------------
    Cash interest paid                                            -        -
    Cash taxes paid                                               -        -


    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    Years Ended December 31, 2007 and 2006

    1.  SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation

        The consolidated financial statements include the accounts of the
        Company 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
        Company 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 Company'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 Company'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.

        Financial instruments - recognition and measurement

        On January 1, 2007, the Company adopted Section 3855 of the Canadian
        Institute of Chartered Accountants' ("CICA") Handbook, "Financial
        Instruments - Recognition and Measurement" and Section 3861 Financial
        Instruments - Disclosure and Presentation. These set out the
        standards for recognizing and measuring financial instruments in the
        balance sheet and the standards for reporting gains and losses in the
        financial statements. Financial assets available for sale, assets and
        liabilities held for trading and derivative financial instruments,
        whether part of a hedging relationship or not, have to be measured as
        fair value.

        The Company has made the following classifications:

        -  Investments are classified as available for sale, and recorded at
           fair value which is marked-to-market through comprehensive income.

        -  Accounts receivable are classified as loans and receivables and
           are recorded at amortized cost using the effective interest
           method. Gains and losses are recognized in net earnings when the
           asset is no longer recognized.

        -  Accounts payable and accrued liabilities are classified as other
           liabilities and are recorded at amortized cost. Gains and losses
           are recognized in net earnings when the liability is no longer
           recognized.

        The adoption of the Sections is done retrospectively without
        restatement of the consolidated financial statements of prior
        periods. As at January 1, 2007, the impact on the consolidated
        balance sheet of measuring the investments at fair value was an
        increase of $3,105,000 to investments, a decrease in future tax asset
        of $510,000 and an increase in accumulated other comprehensive income
        of $2,595,000.

        The Company selected January 1, 2003 as its transition date for
        embedded derivatives. An embedded derivative is a component of a
        financial instrument or another contract the characteristics of which
        are similar to a derivative. This had no impact on the consolidated
        financial statements.

        Comprehensive income

        On January 1, 2007, the Company adopted Section 1530 of the CICA
        Handbook, "Comprehensive Income". This section describes reporting
        and disclosure recommendations with respect to comprehensive income
        and its components. Comprehensive income is the change in
        shareholders' equity, which results from transactions and events from
        sources other than the Company's shareholders and consists of net
        income and other comprehensive income (OCI). OCI comprises revenues,
        expenses, gains and losses that are recognized in comprehensive
        income but excluded from net income. Such items include unrealized
        gains and losses from changes in fair value of certain financial
        instruments.

        The adoption of this Section results in the Company now presenting a
        consolidated statement of comprehensive income as a part of the
        consolidated financial statements.

        Equity

        On January 1, 2007, the Company adopted Section 3251 of the CICA
        Handbook "Equity" replacing Section 3250 "Surplus". This section
        describes standards for the presentation of equity and changes in
        equity for reporting periods as a result of the application of
        Section 1530 "Comprehensive Income".

        Accounting changes

        The Company also adopted Section 1506, "Accounting Changes," the only
        impact of which is to provide disclosure of when an entity has not
        applied a new source of GAAP that has been issued but is not yet
        effective. This is the case with Section 1535, "Capital Disclosures",
        Section 3862, "Financial Instruments - Disclosures" and Section 3863,
        "Financial Instruments - Presentation" which are required to be
        adopted for fiscal years beginning on or after October 1, 2007. The
        Company will adopt these standards on January 1, 2008 and it is
        expected the only effect on the Company will be incremental
        disclosures regarding the Company's objectives, policies and
        processes for managing capital and the significance of financial
        instruments for the entity's financial position and performance; and
        the nature, extent and management of risks arising from financial
        instruments to which the entity is exposed.

        In February 2008, the CICA issued Section 3064, "Goodwill and
        Intangible Assets," replacing Section 3062, "Goodwill and Other
        Intangible Assets" and Section 3450, "Research and Development
        Costs." Various changes have been made to other sections of the CICA
        Handbook for consistency purposes. The new Section will be applicable
        to financial statements relating to fiscal years beginning on or
        after October 1, 2008. Accordingly, the Company will adopt the new
        standards for its fiscal year beginning January 1, 2009. These
        establish standards for the recognition, measurement, presentation
        and disclosure of goodwill subsequent to its initial recognition and
        of intangible assets by profit-oriented enterprises. Standards
        concerning goodwill are unchanged from the standards included in the
        previous Section 3062. The Company is currently evaluating the impact
        of the adoption of this new Section on its consolidated financial
        statements. The Company does not expect that the adoption of this new
        Section will have a material impact on its consolidated financial
        statements.

        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 Company 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 life of
        the related assets which are 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 fair value. At December 31, 2006,
        investments were carried at the lower of cost and market value.

        Income taxes

        The Company 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 Company 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 Company 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 Company's exploration, development and production
        activities are conducted jointly with others. These consolidated
        financial statements reflect only the Company'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 Company paid a management fee of $300,000 (2006 - $300,000) to
        Bonterra Energy Corp. (Bonterra Corp) (a wholly owned subsidiary of
        Bonterra Energy Income Trust (Bonterra Trust) a publicly traded oil
        and gas income trust on the Toronto Stock Exchange) a company that
        has common directors and management with the Company. The Company
        also shares office rental costs and reimburses Bonterra Corp for
        costs related to employee benefits and office materials. These costs
        have been included in general and administrative expenses.

        Bonterra Corp owns 689,682 (December 31, 2006 - 689,682) common
        shares in the Company. Bonterra Corp is the administrator for
        Bonterra Trust. Services provided by Bonterrra Corp include executive
        services (president and vice president, finance duties), accounting
        services, oil and gas administration and office administration.

        As at December 31, 2007 the Company had an account payable to
        Bonterra Corp of $63,000 (December 31, 2006 - $38,000).

        The Company at December 31, 2007 owns 204,633 (December 31, 2006 -
        204,633) units in Bonterra Trust representing just over one percent
        of the outstanding units of Bonterra Trust. The units have a carrying
        amount of $4,909,000 (at fair value) (December 31, 2006 - $2,321,000,
        at cost) and a quoted market value of $4,909,000 (December 31, 2006 -
        $5,233,000). In 2007 the Company received distributable income of
        $540,000 (2006 - $577,000).

        The Company at December 31, 2007 owns 346,000 (December 31, 2006 -
        277,000) common shares in Pine Cliff Energy Ltd. (Pine Cliff). Pine
        Cliff has common directors and management with the Company. Pine
        Cliff shares trade on the TSX Venture Exchange. As of December 31,
        2007 the common shares have a carrying amount of $260,000 (at fair
        value) (December 31, 2006 - $42,000, at cost) and a quoted market
        value of $260,000 (December 31, 2006 - $180,000). The Company's
        ownership of 346,000 common shares represents less than one percent
        of the total issued and outstanding common shares of Pine Cliff.

    3.  INCOME TAXES

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

                                                               2007     2006
        ($000)                                               Amount   Amount
        ---------------------------------------------------------------------
        Future income tax assets:
          Capital assets                                      6,354    6,552
          Asset retirement obligations                          173      170
          Share issue costs                                     427       23
          Loss carry-forward (expires 2010)                   1,729    1,957
          Other                                                (322)      62
        Valuation adjustment on capital assets               (2,180)  (4,503)
        ---------------------------------------------------------------------
                                                              6,181    4,261
        ---------------------------------------------------------------------

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

        ($000)                                                 2007     2006
        ---------------------------------------------------------------------
        Earnings before income taxes                            596    1,236
        Combined federal and provincial income tax rates       32.1%    34.5%
        ---------------------------------------------------------------------
        Income tax provision calculated using statutory
         tax rates                                              191      426
        Increase (decrease) in taxes resulting from:
          Stock based compensation                              411      125
          Non-deductible Crown royalties                          -       86
          Non-taxable portion of capital gains                  (22)    (169)
          Resource allowance                                      -      (71)
          Alberta royalty tax credit                              -      (38)
          Effect of change in valuation allowance            (2,323)  (2,875)
          Depletion of consolidated asset adjustment             35       38
          Effect of change in tax rate                          117    1,543
          Other                                                (186)      87
        ---------------------------------------------------------------------
        Income tax recovery                                  (1,777)    (848)
        ---------------------------------------------------------------------

        The Company 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           529
        Foreign exploration expenditures                    10           873
        Share issue costs                                   20         1,668
        Earned depletion expenses (successored)             25         2,299
        Canadian development expenditures                   30        16,207
        Non-capital loss carried forward
         (expires 2010)                                    100         6,750
        Canadian exploration expenditures
         (successored)                                     100        33,368
        Canadian exploration expenditures                  100        26,624
        ---------------------------------------------------------------------
                                                                      88,318
        ---------------------------------------------------------------------

        The ability to claim the above successored amounts is restricted to
        income from 56 percent of the Meliadine property (71.8 percent of the
        Company's interest) (see Note 11).

        On December 14, 2007, the Company completed a private placement for
        649,999 flow through common shares for aggregate gross proceeds of
        $5,037,000 (See Note 5). The future income tax liability will be
        recorded on the renouncement of the tax pools in 2008.

    4.  PROPERTY AND EQUIPMENT

                                          2007                  2006
        ---------------------------------------------------------------------
                                           Accumulated           Accumulated
                                             Depletion,            Depletion,
                                          Depreciation          Depreciation
                                                   and                   and
        ($000)                      Cost  Amortization    Cost  Amortization
        ---------------------------------------------------------------------
        Mineral properties        62,546           332  43,668           221
        Petroleum and natural
         gas properties and
         related equipment         8,636         7,024   8,485         6,601
        Furniture, equipment
         and other                   241           215     221           199
        ---------------------------------------------------------------------
                                  71,423         7,571  52,374         7,021
        ---------------------------------------------------------------------

        During the year, $299,000 (2006 - $255,000) 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 2007 the Company did not abandon any mineral properties
        (2006 - $1,123,000). Of the 2006 amount, $675,000 relates to a write
        down of the Caballo Blanco Mexican property. The balance of the 2006
        amount 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. Current property holdings on
        the Meliadine property total approximately 65,657 hectares. The
        property is presently under two separate options: the Meliadine West
        property in which Comaplex has a 78% interest with an option to
        increase to 80%, and Meliadine Resources Ltd. (a private company
        wholly owned by Resource Capital Fund III (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
        45,829 hectares. Of this amount, 42,569 hectares are under Federal
        jurisdiction (7,700 hectares are claims, 34,869 hectares are leases)
        and 3,260 hectares are Nunavut Tunngavik Inc. (NTI) subsurface
        concessions. The Meliadine East property consists of 19,828 hectares.
        Of these lands, 17,053 hectares come under the jurisdiction of the
        Federal Canadian Mining Regulations (leases) and 2,775 hectares come
        under NTI subsurface concessions.

        The Company has capitalized costs to date of $61,918,000 (2006 -
        $41,264,000) 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.

        Prior to December 31, 2003, the Company had received cumulative
        mineral property option payments in excess of the carrying value of a
        mineral property totalling $2,850,000. These payments were reported
        as income when received.

        Please refer to Notes 11 and 12 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

                                       2007                    2006
        ---------------------------------------------------------------------
                                              Amount                  Amount
                                  Number      ($000)      Number      ($000)
        ---------------------------------------------------------------------
        Common Shares
        Balance, beginning
         of year              39,451,771      44,922  38,568,971      43,222
        Issued pursuant to
         private placements    6,649,999      31,737           -           -
        Issue costs for
         private placements                   (2,069)                      -
        Issued on exercise
         of stock options        510,200         638     882,800       1,104
        Transfer of
         contributed surplus
         to share capital                        345                     596
        Future tax benefit
         of share issue costs                    600                       -
        ---------------------------------------------------------------------
        Balance, end of year  46,611,970      76,173  39,451,771      44,922
        ---------------------------------------------------------------------

        The 45,327,965 (2006 - 39,587,967) 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 44,612,284
        (2006 - 38,816,779) plus 715,681 (2006 - 771,188) shares related to
        the dilutive effect of stock options.

        On March 23, 2007, the Company completed a private placement for
        6,000,000 common shares at a price of $4.45 per common share for
        aggregate gross proceeds of $26,700,000. The Company paid a
        commission of 5.75 percent of the gross proceeds ($1,535,000) plus
        additional share issue costs of approximately $210,000. On
        December 14, 2007, the Company completed a private placement for
        649,999 flow through common shares at a price of $7.75 per common
        share for aggregate gross proceeds of $5,037,000. The Company paid
        approximately $324,000 in commissions and other share issue costs.
        The proceeds of the placement were used for the further exploration
        and development of the Meliadine properties.

        The Company provides a stock option plan for its directors, officers,
        employees and consultants. Under the plan, the Company may grant
        options for up to 10 percent of the outstanding common shares which
        as of December 31, 2007 was 4,661,197. The exercise price of each
        option granted equals the market price of the Company'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 Company's stock option plan as of
        December 31, 2007 and 2006, and changes during the years ended on
        those dates is presented below:

                                        2007                    2006
        ---------------------------------------------------------------------
                                            Weighted-               Weighted-
                                             Average                 Average
                                            Exercise                Exercise
        Options                   Shares       Price      Shares       Price
        ---------------------------------------------------------------------
        Outstanding at
         beginning of year     2,397,200       $2.77   1,468,000       $1.34
        Options granted          278,000        4.86   1,827,000        3.20
        Options exercised       (510,200)       1.25    (882,800)       1.25
        Options cancelled        (24,000)       3.20     (15,000)       4.00
        ---------------------------------------------------------------------
        Outstanding at
         end of year           2,141,000       $3.40   2,397,200       $2.77
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Options exercisable
         at end of year          639,500       $3.17     530,200       $1.30
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        The following table summarizes information about stock options
        outstanding at December 31, 2007:

                          Options Outstanding           Options Exercisable
    -------------------------------------------------------------------------
                                  Weighted-
                       Number      Average   Weighted-      Number  Weighted-
    Range of      Outstanding    Remaining    Average  Exercisable   Average
    Exercise               At  Contractual   Exercise           At  Exercise
    Prices           12/31/07         Life      Price     12/31/07     Price
    -------------------------------------------------------------------------
    $2.70              60,000    2.1 years       2.70       40,000      2.70
    3.20 to 3.60    1,833,000    2.0 years       3.20      599,500      3.20
    4.70 to 5.20      243,000    3.1 years       5.03            -         -
    6.28                5,000    3.0 years       6.28            -         -
    -------------------------------------------------------------------------
    $2.70 to 6.28   2,141,000    2.1 years      $3.40      639,500     $3.17
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

        The Company records compensation expense over the vesting period
        based on the fair value of options granted to employees, directors
        and consultants. The Company granted 278,000 (2006 - 1,827,000) stock
        options with an estimated fair value of $510,549 (2006 - $2,077,000)
        ($1.84 per option (2006 - $1.14 per option)) using the Black-Scholes
        option pricing model with the following key assumptions:

                                                               2007     2006
                                                               ----     ----
        Weighted-average risk free interest rate (%)            4.1      4.0
        Dividend yield (%)                                      0.0      0.0
        Expected life (years)                                   3.5      3.0
        Weighted-average volatility (%)                        45.6     47.0

    6.  ACCUMULATED OTHER COMPREHENSIVE INCOME

                                       January 1,         Other
                                            2007  Comprehensive  December 31,
                                         (Note 1)          Loss         2007

        Gains (losses) on
         available-for-sale
         investments                  $2,595,000      ($323,000)  $2,272,000
                                 --------------------------------------------

    7.  FINANCING AGREEMENT

        The Company has entered into a financing agreement with the Company's
        principal banker which grants to the Company a $3,200,000
        (December 31, 2006 - $3,400,000) extendible revolving credit
        facility. Amounts borrowed under the credit facility carry 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 Company 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 Company 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 Company and a first priority security interest in all present and
        after-acquired property of the Company.

    8.  ASSET RETIREMENT OBLIGATIONS

        At December 31, 2007, the estimated total undiscounted amount
        required to settle the asset retirement obligations was $1,050,000
        (2006 - $800,000). Costs for asset retirement have been calculated
        assuming a 2 percent inflation rate for 2007 and thereafter. These
        obligations will be settled based on the useful lives of the
        underlying assets, which extend up to 21 years into the future. This
        amount has been discounted using a credit-adjusted risk-free interest
        rate of 5 (2006 - 5) percent.

        Changes to asset retirement obligations were as follows:

        ($000)                                                 2007     2006
        ---------------------------------------------------------------------
        Asset retirement obligations, January 1                 588      513
        Adjustment to asset retirement obligations               72       59
        Liabilities settled during the year                     (14)     (10)
        Accretion                                                29       26
        ---------------------------------------------------------------------
        Asset retirement obligations, December 31               675      588
        ---------------------------------------------------------------------

    9.  BUSINESS SEGMENT INFORMATION

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

        ($000)                                                 2007     2006
        ---------------------------------------------------------------------
        Gross revenue
          Mineral exploration                                 1,066    1,287
          Oil and Gas                                         3,807    4,231
        ---------------------------------------------------------------------
                                                              4,873    5,518
        ---------------------------------------------------------------------
        Depletion, depreciation, accretion, and abandonment
          Mineral exploration                                   145    1,263
          Oil and Gas                                           434      571
        ---------------------------------------------------------------------
                                                                579    1,834
        ---------------------------------------------------------------------
        Net earnings for the year
          Mineral exploration                                   235      358
          Oil and Gas                                         2,138    1,726
        ---------------------------------------------------------------------
                                                              2,373    2,084
        ---------------------------------------------------------------------
        Property and equipment expenditures for the year
          Mineral exploration                                20,199    9,022
          Oil and gas                                           232      168
        ---------------------------------------------------------------------
                                                             20,431    9,190
        ---------------------------------------------------------------------
        Total assets
          Mineral exploration                                89,930   52,475
          Oil and gas                                         7,269    4,943
        ---------------------------------------------------------------------
                                                             97,199   57,418
        ---------------------------------------------------------------------

    10. FINANCIAL INSTRUMENTS

        Fair Values

        The Company's financial instruments include 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. The fair value of
        investments is disclosed in Note 2.

        Credit Risk

        Substantially all of the Company'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 Company's operations results in exposure to
        fluctuations in commodity prices and exchange rates.

        Currency Risk

        The Company is exposed to fluctuations in foreign currency as it
        maintains a foreign currency denominated bank account. The Company
        has not entered into any foreign currency derivatives with respect to
        this exposure.

    11. CONTRACTUAL OBLIGATION AND COMMITMENTS

        Under the terms of the 1995 option agreement entered into between the
        Company, 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 Company 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 Company'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 Company, through its acquisition of WMC in 2003. In
        late 2006, Cumberland's interest in Meliadine was acquired by
        Resource Capital Fund (RCF). The Company is required to make option
        payments to RCF on the dates and in the amounts as follows:

            Date                         Amount
            -----------                  -----------
            Jan 1, 2008 and each year    $1,500,000 plus a CPI adjustment
            thereafter until the         (from December 31, 2005 to
            commencement of production   date of payment)
            or Comaplex elects to
            revert to a 50/50
            ownership with RCF in the
            Meliadine West property

    12. CONTINGENT RECEIVABLE

        As specified in Note 11, the Company 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 Company of WMC,
        WMC incurred expenditures of $49,108,000. Subsequent to the
        acquisition a further $38,585,000 (December 31, 2006 - $18,232,000)
        of exploration expenditures were incurred by the Company.

        As of December 31, 2007 the Company has a contingent receivable from
        RCF in the amount of $26,340,000 (December 31, 2006 - $20,211,000)
        including interest. Due to the contingent nature of the amount
        receivable, no amount has been recorded in the financial statements
        of the Company. When the amount receivable is no longer considered
        contingent, the Company 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 Company for the benefit of
        RCF, subsequent to the WMC acquisition, will be allocated between
        capital costs and interest income.
    

    %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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