Comaplex Minerals Corp. Announces Fourth Quarter and Annual 2009 Results

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

CALGARY, March 11 /CNW/ - Comaplex Minerals Corp. (TSX: CMF) is pleased to announce its financial and operational results for the three months and year ended December 31, 2009.

Recent Significant Events

Property Consolidation

In December 2009, Comaplex completed a transaction with Perfora Investments S.a.r.l. (Perfora), owner of Comaplex joint venture partner Meliadine Resources Ltd. (MRL) to purchase the minority interests in both the Meliadine West (22 percent) and Meliadine East (50 percent) properties. Comaplex now owns a 100 percent interest in the entire Meliadine property.

To complete this transaction, Comaplex issued 12,750,000 of its common shares to Perfora (a wholly owned subsidiary of Resource Capital Fund III L.P.) in exchange for a 100 percent ownership in MRL. Perfora now owns approximately 17.9 percent of the issued and outstanding shares of Comaplex.

The consolidation to full ownership of the Meliadine properties was an important step in advancing the project forward. It has greatly simplified what was a fractured and complicated ownership structure and will streamline the management and operation of the property. This should enable the Company to realize additional synergies and cost savings and allow Comaplex to advance more easily into Feasibility and thereafter production.

Updated Resource Estimates

In January 2010, Comaplex reported updated resource results for five separate gold deposits on the Meliadine property - Tiriganiaq, F Zone, Discovery, Wolf, and Pump. The 2009 drill program of 26,607 meters was very successful and resulted in a substantial increase in the indicated and inferred mineral resources on the property. All five deposits continue to be open to depth and down plunge. The project now contains measured and indicated resources of 3.3 million ounces gold at an average grade of 7.9 g/t Au inferred resources of 1.7 million ounces gold at an average grade of 6.4 g/t Au, an important milestone which classifies this asset as world-class.

Further details on the updated resource estimate can be found in the Snowden Technical Report on the Resource Estimates at Meliadine dated February 2010 that is filed on SEDAR.

Increased Value for Shareholders

The property consolidation and updated resource estimates have led to an increased market valuation of the Company. Comaplex's one year total return to shareholders in 2009 was 142 percent and Comaplex's shares have recently traded at an all-time high of $8.75 per share on the Toronto Stock Exchange.

Comaplex has shown good consistency in its share price over longer periods of time. Its 3-year total return to shareholders (2007-2009) was 110 percent and its 5-year total return (2005-2009) was 97 percent. Comaplex has consistently outperformed the TSX Global Gold Index over the same time periods.

Financial and Budgeting

Comaplex has a working capital position of $27,249,000 (December 31, 2008 - $21,929,000). The 2009 working capital amount does not include the value of liquid investments of $7,193,000 as at December 31, 2009 (December 31, 2008 - $3,621,000).

During the third quarter of 2009, Comaplex completed a private placement for 5,530,000 common shares at a price of $4.25 per common share for gross proceeds of $23,502,500 ($22,207,500 net). The proceeds of the placement will be used for further exploration and development of the Meliadine property and general corporate purposes.

Existing working capital, anticipated cash flow from oil and gas operations and investment income are expected to cover all planned expenditures for 2010. The Company attempts to maintain at least a six month cash balance for the estimated required capital expenditures and therefore the Company will likely commence with a financing in 2010.

2010 Capital Development Program and Ongoing Developments

Comaplex is adequately staffed to execute its plans for the Meliadine property in 2010 and the Company currently has a projected capital expenditure budget of $19,000,000 for the year.

Key objectives in 2010 that are scheduled or have already commenced include:

    
    -   A 2010 surface drill program of 25,000 to 30,000 meters. The program
        is now underway and targets include: 1) Tiriganiaq infill and deep
        drilling; 2) F Zone pit definition and infill of underground
        potential; 3) Wolf and Pump Zone drill definition; and 4)
        Reconnaissance drilling between Tiriganiaq and Wolf.

    -   Initiation of a Feasibility Study as soon as possible with an
        expected completion date in late 2010 or early 2011.

    -   Continued regulatory work is ongoing. Comaplex filed its Preliminary
        Project Description (PPD) in March 2010. The filing of this document
        begins the formal permitting process. In addition, Comaplex expects
        to begin work on the Environmental Impact Statement (EIS) in the
        second quarter of 2010. Socio-economic work is currently underway to
        the support the EIS process.

    -   Inuit Benefit Agreement (IBA) discussions will begin shortly.
        Comaplex has a long history of effective engagement with the local
        community and looks forward to the continuation of this relationship
        in the future.

    -   Comaplex has planned an underground exploration extension program
        which is scheduled to begin in 2011. Permitting applications have
        been submitted. The engagement of a mining contractor for this
        program is planned for the first quarter of 2010. Fuel and supplies
        for the 2011 startup of the underground extension program will need
        to be purchased this summer and barged to site.

    -   The company anticipates a potential financing of Cdn $50 to
        $100 million in the near to mid-term. The Company forecasts that
        approximately $40 million will be required to extend the existing
        ramp to support underground exploration in the area of the Tiriganiaq
        deposit that has the highest gold grades.
    

Subsequent Event

In mid to late January 2010, Agnico-Eagle Mines Limited (Agnico), a shareholder of the Company, submitted a request for a hearing and review by the Ontario Securities Commission (OSC) of the Toronto Stock Exchange's approval of the issuance of an aggregate of 12,750,000 common shares of Comaplex to Perfora with regard to Comaplex's consolidation of the Meliadine property in December 2009. Agnico is asking the OSC to: 1) set aside the TSX's approval; 2) require Comaplex to call and hold a meeting of shareholders to obtain the approval of independent shareholders (which would not include Perfora and its affiliates or Comaplex's directors, officers and any related parties) to issue the shares to Perfora; and 3) unwind the transaction if approval is not received.

Comaplex believes that the request is completely without merit and will vigorously oppose the application. Although it is difficult to comment upon Agnico's motives, the Company believes that Agnico is not acting in a manner that is either representative of, or beneficial to, the majority of shareholders. Comaplex will update its investors as the situation progresses.

Outlook

Comaplex has maintained a conservative, disciplined approach in its development of the Meliadine gold property and is excited by the progress and results obtained to date. The continued development of this world-class asset should provide investors with increased value as the Company moves towards completion of Feasibility in late 2010 or early 2011 and a production decision thereafter.

Gold prices in 2009 increased throughout the year hitting a record-high of U.S. $1,226.56 dollars per ounce on December 3, 2009. Prices averaged approximately U.S. $972 per ounce in 2009 versus U.S. $871 in 2008 and have continued to trade above the U.S. $1,000 per ounce level in 2010. This higher gold pricing environment provides additional incentive for Comaplex to rapidly advance the project.

    
    Annual Financial and Operational Highlights

    ANNUAL FINANCIAL AND OPERATIONAL HIGHLIGHTS

                                                2009        2008        2007
    -------------------------------------------------------------------------
    Financial ($ 000s, except $ per share)
    Revenue
      Mineral Division                           247         808       1,066
      Oil and Gas Division                     1,898       3,468       3,029
    Cash Flow from Operations                    322       2,252       2,105
      Per Share Basic                           0.01        0.04        0.05
      Per Share Diluted                         0.01        0.04        0.05
    Net Earnings (Loss)                       (2,728)      2,122       2,373
      Per Share Basic                          (0.05)       0.04        0.05
      Per Share Diluted                        (0.05)       0.04        0.05
    Capital Expenditures and Acquisitions
      Mineral Division                       129,011      35,049      20,199
      Oil and Gas Division                       630         427         232
    Total Assets
      Mineral Division                       253,933     126,553      89,930
      Oil and Gas Division                     9,365       5,812       7,269
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrels of Oil Equivalent
     (BOE) per Day(1)                            152         181         206
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) BOE 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

                                                           2009
                                          -----------------------------------
                                              4th      3rd      2nd      1st
    Financial ($ 000s, except
     $ per share)
    Revenue
      Mineral Division                         72       59       77       39
      Oil and Gas Division                    549      367      425      557
    Cash Flow from Operations                 157      202     (358)     321
      Per Share Basic                        0.00     0.00    (0.01)    0.01
      Per Share Diluted                      0.00     0.00    (0.01)    0.01
    Net Earnings (Loss)                    (1,015)    (397)    (984)    (332)
      Per Share Basic                       (0.02)   (0.01)   (0.02)   (0.01)
      Per Share Diluted                     (0.02)   (0.01)   (0.02)   (0.01)
    Capital Expenditures and
     Acquisitions
      Mineral Division                    116,354    5,684    3,851    3,122
      Oil and Gas Division                    170      112      184      164
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrels of Oil Equivalent (BOE)
     per day                                  139      139      150      177
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                                           2008
                                              4th      3rd      2nd      1st
                                          -----------------------------------
    Financial ($ 000s, except
     $ per share)
    Revenue
      Mineral Division                        152      328      136      192
      Oil and Gas Division                    817      948      914      789
    Cash Flow from Operations                 336      774      421      721
      Per Share Basic                        0.01     0.01     0.01     0.02
      Per Share Diluted                      0.01     0.01     0.01     0.02
    Net Earnings (Loss)                       328       95    1,601       98
      Per Share Basic                        0.01     0.00     0.03     0.00
      Per Share Diluted                      0.01     0.00     0.03     0.00
    Capital Expenditures and
     Acquisitions
      Mineral Division                      8,292    9,559    8,749    8,449
      Oil and Gas Division                    253      115       41       18
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrels of Oil Equivalent (BOE)
     per day                                  195      179      162      186
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

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 press release 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.

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
    -------

                                 Three months ended           Year ended
                           December  September  December  December  December
    (Cdn $ 000s)           31, 2009   30, 2009  31, 2008  31, 2009  31, 2008
    -------------------------------------------------------------------------

    Revenue:
      Mineral Division
        Interest                 72         59       152       247       723
        Mineral production
         royalty                  -          -         -         -       123
        Gain (loss) on sale
         of investments           -          -         -         -       (38)
      Oil and Gas Sales         458        369       854     1,702     3,798
      Dividend and
       Distribution Income       98         86       160       344       606
    -------------------------------------------------------------------------
    Gross Revenue               628        514     1,166     2,293     5,212
    -------------------------------------------------------------------------

    Average Realized
     Prices (Cdn $):
      Natural gas (per MCF)    4.78       3.48      7.15      4.33      8.60
      Natural gas liquids
       (per barrel)           55.50      49.62     62.98     41.53     78.56
    -------------------------------------------------------------------------
    

Interest income decreased by $476,000 for the year 2009 compared to 2008. The decrease was mainly due to a combination of lower interest rates on cash invested and reduced cash balances as the Company continued its capital funding of the Meliadine West and East projects. Interest income increased in Q4 2009 compared to Q3 2009 as the cash balance was higher due to the cash received from the August 25, 2009 private placement. Please refer to Liquidity and Capital Resources for further details.

The mineral production royalty is a flat fee for each tonne of ore produced through a mill in Quebec. In January 2009, the operator of the mill went into CCAA protection and suspended processing ore through this mill.

Revenue from the Company's petroleum and natural gas properties before royalties decreased to $1,702,000 in 2009 from $3,798,000 in 2008. The decrease in revenue was due to a decrease in commodity prices for natural gas and a decrease in production. On February 1, 2009, an operator of one of the Company's oil and gas properties unilaterally stopped allocating natural gas production (approximately 55 MCF per day) to the Company based on their interpretation of the unit agreement. It is the Company's position that their interpretation of the agreement is incorrect and Comaplex should continue to receive its natural gas production. No amount of the natural gas in dispute has been recorded as sales from this property for the months of February 2009 to December 2009. The Company has filed an objection with the operator outlining the Company's position and will actively defend its position through whatever legal options it has. Until the matter is resolved, no amounts will be accrued in respect of this production. Fourth quarter production revenue increased over the third quarter of 2009 due to a 37 percent increase in the price for natural gas.

Investment income from Bonterra Energy Corp. (Bonterra) (dividend for all of 2009 and the last two months of 2008), and distribution for the first nine months of 2008 decreased for 2009 over 2008. The decrease of $262,000 is due to an average decrease to $0.14 per share for twelve months in 2009 compared to $0.27 in 2008 for eleven dividends/distributions. Fourth quarter investment income totalled $98,000 compared to $86,000 in the third quarter as Bonterra increased its dividends declared per share.

    
    Production
    ----------

                                 Three months ended           Year ended
                           December  September  December  December  December
                           31, 2009   30, 2009  31, 2008  31, 2009  31, 2008
    -------------------------------------------------------------------------

    Natural gas (MCF per day)   619        602       904       693       850
    Natural gas liquids
     (barrels per day)           36         39        44        37        39
    Total BOE per day           139        139       195       152       181
    -------------------------------------------------------------------------
    

The Company had an 18 percent annual decline rate for 2009. The actual decline rate is above the expected annual decline rate of 12 percent, mainly due to the operator of one of the Company's oil and gas properties not properly allocating natural gas production (approximately 55 MCF per day) under a joint operating agreement. As discussed above, this action is being challenged by Comaplex.

    
    Royalties
    ---------

                                 Three months ended           Year ended
                           December  September  December  December  December
    ($ 000s)               31, 2009   30, 2009  31, 2008  31, 2009  31, 2008
    -------------------------------------------------------------------------

    Crown royalties             (10)        70       148        67       714
    Gross overriding
     royalties                   17         18        49        81       222
    -------------------------------------------------------------------------
    Total royalty expense         7         88       197       148       936
    -------------------------------------------------------------------------
    

Crown royalties for the 2009 year decreased by $647,000 from 2008. The decrease was due to a $66,000 crown royalty credit adjustment in the first quarter of 2009 on the Garrington property, a crown royalty drilling credit of $102,000 purchased from Bonterra Energy Corp. for $51,000 (discussed in the related party section), as well as the impact from the new Albert Crown Royalty modifications. Low commodity prices combined with lower production volumes has significantly reduced the amount of royalties payable to the Province of Alberta. Crown royalties for the fourth quarter of 2009 decreased by $80,000 over the third quarter of 2009. The decrease was primarily due to the purchased drilling royalty credits from Bonterra. The decrease in gross overriding royalties for the 2009 year over 2008 is due to decreased commodity prices and production volumes.

    
    Production Costs
    ----------------

                                 Three months ended           Year ended
                           December  September  December  December  December
    ($ 000s)               31, 2009   30, 2009  31, 2008  31, 2009  31, 2008
    -------------------------------------------------------------------------

    Production costs -
     natural gas/NGLs           109        266       151       680       830
    $ per BOE                  8.55      20.73      8.37     12.22     12.55
    -------------------------------------------------------------------------
    

Production costs for 2009 over 2008 decreased by $150,000. The decrease relates primarily to lower production volumes. The decrease in Q4 2009 production costs over the third quarter of 2009 was due to a $143,000 thirteen month equalization adjustment relating to prior years by the operator of the Harmattan Elkton gas plant in the third quarter.

    
    General and Administrative (G&A) Costs
    --------------------------------------

                                 Three months ended           Year ended
                           December  September  December  December  December
    ($ 000s)               31, 2009   30, 2009  31, 2008  31, 2009  31, 2008
    -------------------------------------------------------------------------

    G&A costs -
     Minerals Division          431        263       326     1,449     1,323
    G&A costs - Oil and
     Gas Division                36         36        36       143       155
    -------------------------------------------------------------------------
    Total G&A                   467        299       362     1,592     1,478
    -------------------------------------------------------------------------
    

Mineral division G&A for the 2009 year over the 2008 year increased by $126,000. This was mainly due to acquisition costs relating to the Meliadine Resources Ltd. (Meliadine) purchase, increased continuous disclosure costs, investor relations costs, software costs and employee benefit costs relating to a reassessment of two Company contract personnel. The preceding G&A cost increases in the 2009 year versus the 2008 year was partially offset by an $82,000 provision for bad debts in 2008 compared to a $5,000 provision in 2009.

G&A costs related to the mineral division increased by $168,000 from Q4 2009 to Q3 2009 due to the Meliadine purchase and increased continuous disclosure costs. Oil and gas division G&A costs have remained relatively unchanged.

    
    Foreign Exchange Gain (Loss)
    ----------------------------
    

The foreign exchange loss increased to $1,000 for the 2009 year end from a foreign exchange gain of $174,000 in the same period of 2008. The gain and loss of foreign exchange results from an average balance of $122,000 U.S. funds over the 2009 year held in an interest bearing cash account (compared to $1,077,000 average U.S. fund balance in 2008). As the Canadian dollar appreciated against the U.S. dollar in the fiscal year of 2009, it created a foreign exchange loss, compared to the gain resulting from the depreciation of the Canadian dollar in 2008. In Q4 2009, the average U.S. fund balance was $43,000 (Q3 2009 - $67,000) and a foreign exchange loss of $1,000 was recorded over $6,000 in Q3 2009 as the Canadian dollar appreciated in both quarters.

    
    Stock-Based Compensation
    ------------------------
    

Stock-based compensation is a statistically calculated value representing the estimated expense of issuing employee stock options. The Company records a compensation expense over the vesting period based on the fair value of options granted to employees, directors and consultants. Stock based compensation decreased to $913,000 in 2009 from $973,000 for 2008. The decrease was due primarily to the remaining stock-based compensation on the granting of 1,818,000 stock options in October, 2006, which was fully recognized by the end of 2008. This decrease was partially offset by the granting of 731,000 stock options in September, 2008, with the majority of the stock-based compensation being recognized in the first year after issuance. As of December 31, 2009, the Company had $575,000 of unamortized stock-based compensation to be expensed over the next two years.

During 2009, the Company issued 22,500 (December 31, 2008 - 812,000) stock options with an estimated fair value of $25,769 (December 31, 2008 - $1,460,171) ($1.15 per option (December 31, 2008 - $1.80 per option)) using the Black-Scholes option pricing model with the following key assumptions:

    
                                                            2009        2008
    -------------------------------------------------------------------------
    Weighted-average risk free interest rate (%)             1.4         2.8
    Dividend yield (%)                                       0.0         0.0
    Expected life (years)                                    3.0         2.7
    Weighted-average volatility (%)                         51.0        44.0
    -------------------------------------------------------------------------


    Depletion, Depreciation, Accretion and Impairment Expense
    ---------------------------------------------------------

                                 Three months ended           Year ended
                           December  September  December  December  December
    ($ 000s)               31, 2009   30, 2009  31, 2008  31, 2009  31, 2008
    -------------------------------------------------------------------------

    Depletion, depreciation
     and accretion expense      233        187       152       799       461
    Impairment of oil and
     gas assets                 252          -         -       252         -
    Abandonment of
     mineral properties           -          -       117         -       117
    -------------------------------------------------------------------------
    

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.

For oil and gas 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.

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, 2009, the estimated total undiscounted amount required to settle the asset retirement obligations was $1,275,000 (2008 - $943,000). The amount recorded consists of a liability for asset retirement obligations in respect of its mineral operations of $889,000 (2008 - $568,000) related to its Meliadine project and $179,000 (2008 - $172,000) in respect of its oil and gas operations. These obligations will be settled based on the useful lives of the underlying assets. This amount has been discounted using a credit adjusted risk-free interest rate of five 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.

Depletion, depreciation and accretion expenses related to oil and gas assets were $332,000 in 2009 compared to $280,000 in 2008. An impairment provision of $252,000 was recorded in 2009 on one of the oil and gas properties as its estimated fair value was below its carrying value. 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.

Depletion, depreciation and accretion expenses related to mining assets were $467,000 in 2009 compared to $298,000 in 2008. The increase in the 2009 provision for mining depletion, depreciation and accretion expenses was primarily due to $401,000 (2008 - $34,000) of depreciation on tangible equipment purchased in December 2008. This was partially offset from a depletion provision of $111,000 in 2008 for a mineral production royalty, which was fully depleted in 2008.

Tangible mining equipment has an estimated life span of five to ten years to be depreciated at one-fifth to one-tenth of original cost per year.

The Company reviews the carrying value of its mineral properties on an ongoing basis and reduces the cost of properties if it is determined that the property values are lower than the property cost.

    
    Income Tax Expense (Recovery)
    -----------------------------
    

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 2009, the future income tax expense was $636,000 compared to a future income tax recovery of $1,531,000 in 2008. The 2009 future income tax expense relates to a valuation allowance on loss carryforwards that will expire in 2010 if unused. The 2008 future income tax recovery is 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 and oil and gas reserves.

The tax pool balances at the end of 2009 totalled $125,685,000 and consist of the following pool balances.

    
                                           Rate of Utilization  Amount ($000)
                                                            (%)
    -------------------------------------------------------------------------
    Undepreciated capital costs                         10-100         3,454
    Foreign exploration expenditures                        10           707
    Share issue costs                                       20         3,384
    Earned depletion expenses (successored)                 25         2,299
    Canadian development expenditures                       30        21,566
    Non-capital loss carried forward(1)                    100         3,892
    Canadian exploration expenditures (successored)        100        33,368
    Canadian exploration expenditures                      100        57,015
    -------------------------------------------------------------------------
                                                                     125,685
    -------------------------------------------------------------------------
    (1) The non-capital losses expire $2,235,000 in 2010 and $1,657,000 in
        2029.

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

    Net Earnings (Loss)
    -------------------

                                 Three months ended           Year ended
                           December  September  December  December  December
    ($ 000s)               31, 2009   30, 2009  31, 2008  31, 2009  31, 2008
    -------------------------------------------------------------------------

    Net earnings (loss)      (1,015)      (397)      328    (2,728)    2,122
    -------------------------------------------------------------------------
    

Net earnings (loss) for the fiscal year of 2009 decreased by $4,850,000 from the fiscal year of 2008. The reduction was mainly due to future income tax adjustments, reduced oil and gas sales resulting from lower natural gas commodity prices and lower production, as well as reduced interest income and increased depreciation costs relating to the mining equipment purchased in the fourth quarter of 2008. Net loss increased in Q4 2009 compared to Q3 2009 mostly due to the future income tax adjustments and higher general and administrative costs due to the acquisition of Meliadine Resources and an impairment provision on one of the Company's oil and gas properties, which was partially offset by reduced crown royalties due to the drilling royalty credits, an oil and gas thirteen month equalization adjustment in Q3 2009 and higher production and commodity prices for natural gas in Q4 2009.

Comaplex is still in the advanced exploration stage in its evaluation of its mineral properties and until production is achieved on these properties, it is not known what the earnings will be. Earnings from its oil and gas operations will continue to be used to pay general and administrative costs.

    
    Other Comprehensive Income
    --------------------------
    

Other comprehensive income relates entirely to the mark to market valuation on the Company's investments in Bonterra Energy Corp. (Bonterra) and Pine Cliff Energy Ltd. (Pine Cliff). During the fiscal year of 2009, the market price of Bonterra increased by approximately 100 percent (30 percent for the fourth quarter of 2009 over the third quarter of 2009) resulting in an increase in the carrying value of Comaplex's investments of $3,572,000 ($1,684,000 for Q4 2009). This resulted in increases of other comprehensive income for the 2009 year end of $3,050,000 ($1,440,000 for Q4 2009) net of tax. In addition, the Company elected to recognize a tax gain of $3,510,000 on its investment in Bonterra shares (formerly Bonterra Energy Income Trust) when it converted from a trust to a corporation resulting in a realized future tax expense of $514,000 that was transferred to net income in the second quarter of 2009.

    
    Cash Flow from Operations
    -------------------------

                                 Three months ended           Year ended
                           December  September  December  December  December
    ($ 000s)               31, 2009   30, 2009  31, 2008  31, 2009  31, 2008
    -------------------------------------------------------------------------

    Cash flow from operations   157        202       336       322     2,252
    -------------------------------------------------------------------------
    

Cash flow from operations decreased 86 percent for the 2009 year compared to the 2008 year. The decrease was primarily due to lower commodity prices for natural gas and reduced production volumes, as well as lower interest and investment income. Quarter over quarter saw a 22 percent decrease. The decrease from the third quarter of 2009 was primarily due to increased general administrative costs from the acquisition of the Meliadine Resources Ltd. and a decrease in non-cash working capital, which was partially offset by higher commodity prices for natural gas, reduced crown royalties in Q4 2009 and the thirteen month equalization adjustment relating to prior year's production costs in Q3 2009.

    
    Liquidity and Capital Resources
    -------------------------------
    

At December 31, 2009, the Company had a working capital position of $27,249,000 (December 31, 2008 - $21,929,000). The 2009 working capital amount does not include the value of liquid investments of $7,193,000 as at December 31, 2009 (December 31, 2008 - $3,621,000).

The Company acquired Meliadine Resources Ltd. from Perfora Investments S.a.r.l. (Perfora) (a wholly owned subsidiary of Resource Capital Fund III L.P.), by issuance of 12,750,000 common shares of the Company. As part of the Purchase and Sale Agreement, Perfora is required to pay additional consideration to Comaplex for the issued common shares upon their sale based on a sliding scale for the price of the shares sold. The contingent consideration has a maximum total of $13,500,000 should RCF receive in excess of $8.50 per common share and $nil should they receive $5.50 or less.

The Company currently has a projected capital expenditure budget of $19,000,000 for the Meliadine projects for the 2010 year. Existing working capital, anticipated cash flow from oil and gas operations and investment income are expected to cover all planned expenditures for 2010. The Company attempts to maintain at least a six month cash balance for the estimated required capital expenditures.

Subsequent to December 31, 2009, Agnico-Eagle Mines Limited (Agnico), a shareholder of the Company, has submitted a request for a hearing and review (the "Request") by the Ontario Securities Commission (the "OSC") of the decision (the "TSX Decision") of the Toronto Stock Exchange (the "TSX") whereby the TSX approved the issuance of an aggregate of 12,750,000 common shares of Comaplex to Perfora Investments S.a.r.l. (Perfora) as consideration for all of the issued and outstanding common shares of Meliadine Resources Ltd. (the "Transaction"). The Transaction resulted in Perfora being issued approximately 17.9 percent of the outstanding shares of Comaplex in exchange for 22 percent of the Meliadine West Property and 50 percent of the Meliadine East Property owned by Meliadine Resources.

Agnico has requested that the OSC issue an order: (i) setting aside the TSX Decision; (ii) requiring Comaplex to call and hold a meeting of its shareholders in order to obtain the approval of the independent shareholders (shareholders other than Perfora and its affiliates and the Company's directors and officers and their respective related parties and joint actors) of the issuance of the Shares to Perfora pursuant to the Transaction; and (iii) unwinding the Transaction absent the approval of a simple majority of the votes cast by the independent shareholders at a duly convened special meeting of its shareholders.

The Company believes that the Request is completely without merit and will oppose the application.

On August 25, 2009, the Company completed a private placement for 5,530,000 common shares at a price of $4.25 per common share for gross proceeds of $23,502,500 and net proceeds of $22,207,500 after share issuance costs. The proceeds of the placement will be used for further exploration and development expenditures and general corporate purposes.

    
    Related Party Transactions
    --------------------------
    

The Company holds 204,633 (2008 - 204,633) shares in Bonterra which have a fair market value as of December 31, 2009 of $7,093,000 (2008 - $3,534,000). Bonterra is a publically traded oil and gas corporation on the Toronto Stock Exchange. The Company's ownership in Bonterra represents approximately 1.2 percent of the issued and outstanding shares of Bonterra. Bonterra has common directors and management with Comaplex.

The Company paid a management fee to Bonterra of $330,000 (2008 - $330,000). The Company also shares office rental costs and reimburses Bonterra for costs related to employee benefits and office materials. These costs have been included in general and administrative costs of the Company. In addition, Bonterra owns 689,682 (December 31, 2008 - 689,682) common shares in the Company. Services provided by Bonterra include executive services (president and vice president, finance duties), accounting services, oil and gas administration and office administration. All services performed are charged at estimated fair value. As at December 31, 2009, the Company had an account payable to Bonterra of $105,000 (December 31, 2008 - $56,000).

During the year Bonterra sold $102,000 of drilling royalty credits to the Company for $51,000. Drilling royalty credits will be used to offset future crown royalties.

During the first quarter of 2009, the Company loaned Bonterra $12,000,000. The funds presently bear interest at Canadian Chartered Bank Prime less 0.25 percent. The loan is subordinated to Bonterra's bank debt and is unsecured. The loan is payable upon demand subject to availability under Bonterra's line of credit. Bonterra has sufficient room under its line of credit to repay the loan. This loan results in a substantial benefit to Comaplex and to Bonterra. The interest paid to Comaplex is substantially higher than interest that could have been received from banks for investments in BA's or GIC's and the interest paid by Bonterra is substantially lower than bank interest that would have been charged to Bonterra.

The Company at December 31, 2009 owns 346,000 (December 31, 2008 - 346,000) common shares in Pine Cliff Energy Ltd. (Pine Cliff). Pine Cliff has common directors and management with the Company. Pine Cliff trades on the TSX Venture Exchange. As of December 31, 2009 the common shares have a fair value of $100,000 (December 31, 2008 - $87,000). 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. There were no intercompany transactions between Pine Cliff and the Company.

The following consolidated financial statements and notes to the consolidated financial statements have been provided for further details.

    
    CONSOLIDATED BALANCE SHEETS

    As at December 31

    ($ 000s)                                                2009        2008
    -------------------------------------------------------------------------
    Assets
    Current
      Cash                                                16,051      21,870
      Accounts receivable                                    359         817
      Prepaid expenses                                       253         187
      Investments (Note 5)                                     -       3,621
      Loan to related party (Note 5)                      12,000           -
    -------------------------------------------------------------------------
                                                          28,663      26,495
    Investments (Note 5)                                   7,193           -
    Future Income Tax Asset (Note 6)                           -       7,056
    -------------------------------------------------------------------------
    Property and Equipment (Note 7)
      Property and equipment                             236,454     106,813
      Accumulated depletion, depreciation and
       amortization                                       (9,012)     (7,999)
    -------------------------------------------------------------------------
    Net Property and Equipment                           227,442      98,814
    -------------------------------------------------------------------------
                                                         263,298     132,365
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Liabilities
    Current
      Accounts payable and accrued liabilities (Note 5)    1,414       4,566

    Asset Retirement Obligations (Note 8)                  1,068         740
    Future Income Tax Liability (Note 6)                  26,187           -
    -------------------------------------------------------------------------
                                                          28,669       5,306
    -------------------------------------------------------------------------
    Shareholders' Equity (Note 9)
      Share capital                                      214,641     108,502
      Contributed surplus                                  4,103       3,508
    -------------------------------------------------------------------------
                                                         218,744     112,010
    -------------------------------------------------------------------------
      Retained earnings                                   11,390      14,118
      Accumulated other comprehensive income (Note 10)     4,495         931
    -------------------------------------------------------------------------
                                                          15,885      15,049
    -------------------------------------------------------------------------
    Total Shareholders' Equity                           234,629     127,059
    -------------------------------------------------------------------------
                                                         263,298     132,365
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND RETAINED EARNINGS

    Years Ended December 31

    ($ 000s except $ per share)                             2009        2008
    -------------------------------------------------------------------------

    Minerals Division
      Interest                                               247         723
      Loss on sale of property and investments                 -         (38)
      Mineral production royalty                               -         123
    -------------------------------------------------------------------------
                                                             247         808
    -------------------------------------------------------------------------
    Oil and Gas Division
      Oil and gas sales                                    1,702       3,798
      Royalties                                             (148)       (936)
      Dividend and distribution income (Note 5)              344         606
    -------------------------------------------------------------------------
                                                           1,898       3,468
    -------------------------------------------------------------------------
    Total Net Revenue                                      2,145       4,276
    -------------------------------------------------------------------------
    Expenses
      Oil and gas production costs                           680         830
      General and administrative (Notes 5 and 7)
        Minerals division                                  1,449       1,323
        Oil and gas division                                 143         155
      Foreign exchange loss (gain)                             1        (174)
      Stock-based compensation (Note 9)                      913         973
      Depletion, depreciation and accretion (Note 7)         799         461
      Impairment of oil and gas assets (Note 7)              252           -
      Abandonment of mineral properties                        -         117
    -------------------------------------------------------------------------
                                                           4,237       3,685
    -------------------------------------------------------------------------
    Earnings (Loss) Before Taxes                          (2,092)        591
    -------------------------------------------------------------------------
    Income Taxes (Recovery)
      Current                                                  -           -
      Future (Note 6)                                        636      (1,531)
    -------------------------------------------------------------------------
                                                             636      (1,531)
    -------------------------------------------------------------------------
    Net Earnings (Loss) for the Year                      (2,728)      2,122
    Retained earnings, beginning of year                  14,118      11,996
    -------------------------------------------------------------------------
    Retained Earnings, End of Year                        11,390      14,118
    -------------------------------------------------------------------------
    Net Earnings (Loss) Per Share - Basic and
     Diluted (Note 9)                                      (0.05)       0.04
    -------------------------------------------------------------------------



    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

    Years Ended December 31

    ($ 000s except $ per share)                             2009        2008
    -------------------------------------------------------------------------

    Net Earnings (Loss) for the Year                      (2,728)      2,122
    -------------------------------------------------------------------------
    Other Comprehensive Income (Loss)
      Gain (loss) on investments                           3,572      (1,553)
      Future taxes on loss (gain) on investments            (522)        207
      Losses on investments transferred to net income          -           6
      Future taxes on loss on investments transferred
       to net income                                           -          (1)
      Future tax adjustment on exchange of investments
       (Note 10)                                             514           -
    -------------------------------------------------------------------------
    Other Comprehensive Income (Loss) (Note 10)            3,564      (1,341)
    -------------------------------------------------------------------------
    Comprehensive Income (Loss)                              836         781
    -------------------------------------------------------------------------
    Comprehensive Income (Loss) Per Share -
     Basic and Diluted                                      0.02        0.02
    -------------------------------------------------------------------------



    CONSOLIDATED STATEMENTS OF CASH FLOW

    Years Ended December 31

    ($ 000s)                                                2009        2008
    -------------------------------------------------------------------------
    Operating Activities
      Net earnings (loss) for the year                    (2,728)      2,122
      Items not affecting cash
        Loss on sale of property and investments               -          38
        Stock-based compensation                             913         973
        Depletion, depreciation and accretion                799         461
        Impairment of oil and gas assets                     252           -
        Abandonment of mineral properties                      -         117
        Unrealized foreign exchange gain                       -        (174)
        Future income taxes (recovery)                       636      (1,531)
    -------------------------------------------------------------------------
                                                            (128)      2,006
    -------------------------------------------------------------------------
    Change in non-cash operating working capital items
        Accounts receivable                                  562        (109)
        Prepaid expenses                                     (58)         27
        Accounts payable and accrued liabilities             (26)        332
    Asset retirement obligations settled (Note 8)            (28)         (4)
    -------------------------------------------------------------------------
                                                             450         246
    -------------------------------------------------------------------------
    Cash Provided By Operating Activities                    322       2,252
    -------------------------------------------------------------------------
    Financing Activities
      Issue of shares pursuant to private placements      23,502      35,310
      Share option proceeds                                  892         171
      Share issue costs                                   (1,414)     (2,376)
    Changes in non-cash working capital
        Accounts payable and accrued liabilities             129           -
    -------------------------------------------------------------------------
    Cash Provided By Financing Activities                 23,109      33,105
    -------------------------------------------------------------------------
    Investing Activities
      Mineral exploration property and
       equipment expenditures                            (13,376)    (35,049)
      Oil and gas property and equipment expenditures       (604)       (427)
      Loan to related party                              (12,000)          -
      Cash received on acquisition (Note 4)                   32           -
      Investments sold                                         -          57
      Changes in non-cash working capital
        Accounts payable and accrued liabilities          (3,302)        771
    -------------------------------------------------------------------------
    Cash Used in Investing Activities                    (29,250)    (34,648)
    -------------------------------------------------------------------------
    Foreign Exchange Gain on Cash Held in
     Foreign Currency                                          -         174
    -------------------------------------------------------------------------
    Net Cash Inflow (Outflow)                             (5,819)        883
    Cash, Beginning of Year                               21,870      20,987
    -------------------------------------------------------------------------
    Cash, End of Year                                     16,051      21,870
    -------------------------------------------------------------------------
    Cash interest paid                                         -           -
    Cash taxes paid                                            -           -



    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

        For the Years Ended December 31, 2009 and 2008

    1.  CHANGE OF ORGANIZATION

        On December 18, 2009, Comaplex Minerals Corp. (the "Company" or
        "Comaplex") acquired all the issued and outstanding shares of
        Meliadine Resources Ltd. (Meliadine Resources) (see note 4). The
        transactions from acquisition of Meliadine Resources to December 31,
        2009, (the date Meliadine Resources was amalgamated with Comaplex)
        are included in these statements.

        On April 3, 2009, the Company's wholly owned subsidiary Comaplex
        U.S., Inc. was wound up into the Company.

    2.  SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation

        These consolidated financial statements include the accounts of the
        Company and its subsidiary and have been prepared by management in
        accordance with Canadian generally accepted accounting principles
        (GAAP) as described below.

        Consolidated Entities

        These consolidated financial statements include the accounts of the
        Company and its wholly owned subsidiary WMC International Limited.
        Inter-company transactions and balances are eliminated upon
        consolidation.

        Measurement Uncertainty

        The preparation of financial statements in accordance with GAAP
        requires management to make estimates and assumptions that affect the
        reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities as at the date of the balance
        sheets as well as the reported amounts of revenues, expenses, and
        cash flows during the periods presented. Such estimates relate
        primarily to unsettled transactions and events as of the date of the
        financial statements. Actual results could differ materially from
        estimated amounts.

        Amounts recorded for depletion, depreciation and accretion costs and
        amounts used for impairment test calculations are based on estimates
        of mineral resources, crude oil and natural gas reserves and future
        costs required to develop those resources and reserves. Stock-based
        compensation is based upon expected volatility and option life
        estimates. Asset retirement obligations are based on estimates of
        abandonment costs, timing of abandonment, inflation and interest
        rates. The provision for income taxes is based on judgements in
        applying income tax law and estimates on the timing, likelihood and
        reversal of temporary differences between the accounting and tax
        basis of assets and liabilities. These estimates are subject to
        measurement uncertainty and changes in these estimates could
        materially impact the financial statements of future periods.

        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 investment income are recorded when
        earned.

        Foreign Currency Translation

        Monetary assets and liabilities denominated in a foreign currency are
        translated at the rate of exchange in effect at the Consolidated
        Balance Sheet date. Revenues and expenses are translated at the
        period average rates of exchange. Translation gains and losses are
        included in earnings in the period in which they arise.

        Joint Interest Operations

        Significant portions of the Company's oil and gas operations are
        conducted jointly with other parties and accordingly the financial
        statements reflect only the Company's proportionate interest in such
        activities.

        Investments

        Investments are carried at fair value. Fair value is determined by
        multiplying the year end trading price of the investments by the
        number of common shares held.

        Property and Equipment

        Undeveloped Mineral Properties

        All costs related to acquisition and exploration of mineral
        properties and related equipment 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 per-unit-of-production basis. Depreciation of mining
        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 between five to ten years.

        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 per-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.

        Income taxes

        The Company accounts for income taxes using the liability method.
        Under this method, the Company records a future income tax asset or
        liability to reflect any difference between the accounting and tax
        basis of assets and liabilities, using substantively enacted income
        tax rates. The effect on future tax assets and liabilities of a
        change in tax rates is recognized in net earnings in the period in
        which the change is substantively enacted. Future income tax assets
        are only recognized to the extent it is more likely than not that
        sufficient future taxable income will be available to allow the
        future income tax asset to be realized.

        Asset retirement obligations

        The Company recognizes an asset retirement obligation (ARO) in the
        period in which it is incurred when a reasonable estimate of the fair
        value can be made. On a periodic basis, management will review these
        estimates and changes, if any, will be applied prospectively. The
        fair value of the estimated ARO is recorded as a long-term liability,
        with a corresponding increase in the carrying amount of the related
        asset. The capitalized amount is depleted on a unit-of-production
        basis over the life of the reserves. The liability amount is
        increased each reporting period due to the passage of time and this
        amount is charged to earnings in the period. Revisions to the
        estimated timing of cash flows or to the original estimated
        undiscounted cost would also result in an increase or decrease to the
        ARO. Actual costs incurred upon settlement of the obligations are
        charged against the ARO to the extent of the liability recorded and
        the remaining balance of the actual costs is recorded in the income
        statement as a credit or charge.

        Stock-based compensation

        The Company accounts for stock-based compensation using the fair-
        value method of accounting for stock options granted to directors,
        officers, employees and other service providers using the Black-
        Scholes option pricing model. Stock-based compensation expense is
        recorded over the vesting period with a corresponding amount
        reflected in contributed surplus. Stock-based compensation expense is
        calculated as the estimated fair value of the options at the time of
        grant, amortized over their vesting period. When stock options are
        exercised, the associated amounts previously recorded as contributed
        surplus are reclassified to common share capital. The Company has not
        incorporated an estimated forfeiture rate for stock options that will
        not vest, rather, the Company accounts for actual forfeitures as they
        occur.

        Financial Instruments

        Financial instruments are measured at fair value on initial
        recognition of the instrument, into one of the following five
        categories: held-for-trading, loans and receivables, held-to-maturity
        investments, available-for-sale financial assets or other financial
        liabilities.

        Subsequent measurement of financial instruments is based on their
        initial classification. Held-for-trading financial instruments are
        measured at fair value and changes in fair value are recognized in
        net earnings. Available-for-sale financial instruments are measured
        at fair value with changes in fair value recorded in other
        comprehensive income until the instrument is derecognized or
        impaired. The remaining categories of financial instruments are
        recognized at amortized cost using the effective interest rate
        method.

        Cash is classified as held-for-trading and is measured at fair value
        which equals the carrying value. Accounts receivable are classified
        as loans and receivables which are measured at amortized cost.
        Investments in related party are classified as available-for-sale
        which are measured at fair value. Accounts payable and accrued
        liabilities are classified as other financial liabilities, which are
        measured at amortized cost.

        Basic and Diluted per Share Calculations

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

    3.  CHANGES IN ACCOUNTING POLICES

        On January 1, 2009, the Company adopted the Canadian Institute of
        Chartered Accountants (CICA) Handbook Section 3064, "Goodwill and
        Intangible Assets". The new section replaces the previous goodwill
        and intangible asset standard and revises the requirement for
        recognition, measurement, presentation and disclosure of intangible
        assets. The adoption of this standard had no impact on the Company's
        consolidated financial statements.

        On January 20, 2009, the Company adopted the CICA's Emerging Issues
        Committee (EIC) 173, "Credit Risk and the Fair Value of Financial
        Assets and Financial Liabilities". EIC 173 provides guidance on how
        to take into account credit risk of an entity and counterparty when
        determining the fair value of financial assets and financial
        liabilities, including derivative instruments. The adoption of EIC
        173 did not have a material impact on the Company's consolidated
        financial statements.

        Effective January 1, 2009, the Company prospectively adopted the CICA
        issued Section 1582, "Business Combinations", which will replace the
        former guidance on business combinations. Under the new standard, the
        purchase price used in a business combination is based on the fair
        value of consideration exchanged at the date of exchange. Currently
        the purchase price used is based on the fair value of the
        consideration for a reasonable period before and after the date of
        acquisition is agreed upon and announced. The new standard generally
        requires all acquisition costs be expensed, which are currently
        capitalized as part of the purchase price. In addition, the new
        standard modified the accounting for contingent consideration and
        negative goodwill.

        Effective January 1, 2009, the Company prospectively adopted the CICA
        issued Sections 1601, "Consolidated Financial Statements", and 1602,
        "Non-controlling Interests", which replace existing guidance. Section
        1601 establishes standards for the preparation of consolidated
        financial statements and Section 1602 provides guidance on accounting
        for a non-controlling interest in a subsidiary subsequent to a
        business combination.

        On March 27, 2009, the EIC issued Abstract EIC 174, "Mining
        Exploration Costs", effective immediately. In this Abstract, the
        Committee reached a consensus that an enterprise that has initially
        capitalized exploration costs has an obligation in the current and
        subsequent accounting periods to test such costs for recoverability
        whenever events or changes in circumstances indicate that its
        carrying amount may not be recoverable. Adoption of EIC 174 did not
        have a material impact on the Company's consolidated financial
        statements.

        In 2009, the CICA issued amendments to CICA Handbook Section 3862,
        "Financial Instruments - Disclosures". The amendments include
        enhanced disclosures related to the fair value of financial
        instruments and the liquidity risk associated with financial
        instruments. Section 3862 now requires that all financial instruments
        measured at fair value be categorized into one of three hierarchy
        levels. The amendments will be effective for annual financial
        statements for fiscal years ending after September 30, 2009. The
        amendments are consistent with recent amendments to financial
        instrument disclosure standards in IFRS. The Company has included
        these additional disclosures in Note 13.

        Recent Accounting Pronouncements

        The Canadian Accounting Standards Board has confirmed that IFRS will
        replace Canadian GAAP effective January 1, 2011, including
        comparatives for 2010, for Canadian publicly accountable enterprises.

    4.  BUSINESS COMBINATION

        On December 18, 2009, the Company acquired all the common shares of
        Meliadine Resources Ltd., with the issuance of 12,750,000 common
        shares of the Company at $6.74 per common share, the closing price on
        December 18, 2009 plus the assumption of $97,000 of working capital.
        The results of Meliadine Resources Ltd's operations have been
        included in the consolidated financial statements since that date.

        The acquisition was accounted for using the purchase method and the
        preliminary purchase price was allocated to the estimated fair value
        of the assets acquired and the liabilities assumed as follows:

        ($ 000s)
        Consideration
        ---------------------------------------------------------------------
          Comaplex shares issued                                      85,935
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        Allocation of purchase price:
        ---------------------------------------------------------------------
          Mineral properties and related equipment                   115,418
          Future income tax liability                                (29,505)
          Working capital(1)                                              97
          Asset retirement obligation                                    (75)
        ---------------------------------------------------------------------
                                                                      85,935
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) Cash acquired in working capital is $32,000

        Acquisition costs of $85,000 were expensed.

    5.  RELATED PARTY TRANSACTIONS

        The Company paid a management fee of $330,000 (2008 - $330,000) to
        Bonterra Energy Corp. (Bonterra), a publicly traded oil and gas
        corporation on the Toronto Stock Exchange, that has common directors
        and management with the Company. The Company also shares office
        rental costs and reimburses Bonterra for costs related to employee
        benefits and office materials. These costs have been included in
        general and administrative expenses.

        During the year Bonterra sold $102,000 of drilling royalty credits to
        the Company for $51,000. Drilling royalty credits will be used to
        offset future crown royalties.

        Bonterra owns 689,682 (December 31, 2008 - 689,682) common shares in
        the Company. Services provided by Bonterra include executive services
        (president and vice president, finance duties), accounting services,
        oil and gas administration and office administration.

        As at December 31, 2009, the Company had an account payable to
        Bonterra of $105,000 (December 31, 2008 - $56,000).

        During the first quarter of 2009, the Company loaned Bonterra
        $12,000,000. Until June 30, 2009, the Company received interest at a
        rate of Canadian Chartered Bank Prime plus 0.25 percent. On July 1,
        2009, the interest rate was reduced to prime less 0.25 percent. The
        loan is subordinated to Bonterra's bank debt and is unsecured. The
        loan is payable upon demand subject to availability under Bonterra's
        line of credit. As at December 31, 2009, Bonterra has sufficient room
        under its line of credit to repay the loan. Interest earned on the
        loan during the year was $194,000.

        The Company at December 31, 2009 owns 204,633 (December 31, 2008 -
        204,633) shares in Bonterra representing just over one percent of the
        outstanding shares of Bonterra. The shares have a fair value of
        $7,093,000 (December 31, 2008 - $3,534,000). In 2009, the Company
        received dividend income of $344,000 (2008 - dividend and
        distribution income of $606,000).

        The Company at December 31, 2009 owns 346,000 (December 31, 2008 -
        346,000) 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,
        2009, the common shares have a fair value of $100,000 (December 31,
        2008 - $87,000). 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.

        These transactions are in the normal course of operations and are
        measured at the exchange amount, which is the amount of the
        consideration established and agreed to by the related parties.

    6.  INCOME TAXES

        Future income tax asset (liability) relates to the following
        temporary differences:

                                                            2009        2008
        ($ 000s)                                          Amount      Amount
        ---------------------------------------------------------------------
        Future income tax asset (liability):
          Capital assets                                 (27,672)      5,090
          Investments                                       (228)       (207)
          Asset retirement obligations                       273         190
          Share issue costs                                  916         807
          Loss carry-forward                               1,060       1,104
          Other                                              102          72
          Valuation allowance                               (638)          -
        ---------------------------------------------------------------------
                                                         (26,187)      7,056
        ---------------------------------------------------------------------

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

        ($ 000s)                                            2009        2008
        ---------------------------------------------------------------------
        Earnings (loss) before income taxes               (2,092)        591
        Combined federal and provincial income tax rates   29.0%       29.5%
        ---------------------------------------------------------------------
        Income tax expense (recovery) calculated using
         statutory tax rates                                (607)        174
        Increase (decrease) in taxes resulting from:
          Stock-based compensation                           265         287
          Effect of change in valuation allowance            638      (2,180)
          Effect of change in tax rate                       224         130
          Other                                              116          58
        ---------------------------------------------------------------------
        Income tax expense (recovery)                        636      (1,531)
        ---------------------------------------------------------------------

        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          3,454
        Foreign exploration expenditures                   10            707
        Share issue costs                                  20          3,384
        Earned depletion expenses (successored)            25          2,299
        Canadian development expenditures                  30         21,566
        Non-capital loss carried forward(1)               100          3,892
        Canadian exploration expenditures
         (successored)                                    100         33,368
        Canadian exploration expenditures                 100         57,015
        ---------------------------------------------------------------------
                                                                     125,685
        ---------------------------------------------------------------------

        (1) The non-capital losses expire $2,235,000 in 2010 and $1,657,000
            in 2029.

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

        In January 2009, the Company renounced $12,000,000 of Canadian
        exploration expenditures with an effective date of December 31, 2008.

    7.  PROPERTY AND EQUIPMENT

                                        2009                    2008
        ---------------------------------------------------------------------
                                         Accumulated             Accumulated
                                          Depletion,              Depletion,
                                         Depreciation            Depreciation
                                             and                     and
        ($ 000s)                 Cost    Amortization    Cost    Amortization
        ---------------------------------------------------------------------
        Mineral properties and
         related equipment       226,321         877      97,444         474
        Petroleum and natural
         gas properties and
         related equipment         9,730       7,872       9,100       7,298
        Furniture, equipment
         and other                   403         263         269         227
        ---------------------------------------------------------------------
                                 236,454       9,012     106,813       7,999
        ---------------------------------------------------------------------

        During the year, $359,000 (2008 - $385,000) 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.

        The Company has incurred costs to date of $223,581,000 (2008 -
        $94,703,000) for deferred development costs for its most significant
        exploration and development property (Meliadine) that have all been
        capitalized. 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.

        During the year, one of the Company's oil and gas properties had an
        impairment provision of $252,000, due to a significant decrease in
        estimated reserves. The decrease in reserves was due to an
        unsuccessful resolution on a pooling of interest agreement with the
        operator of the property.

    8.  ASSET RETIREMENT OBLIGATIONS

        As at December, 31, 2009, the estimated total undiscounted amount
        required to settle the asset retirement obligations was $1,275,000
        (2008 - $943,000). Costs for asset retirement have been calculated
        assuming a two percent inflation rate. These obligations will be
        settled based on the useful lives of the underlying assets, which
        extend up to 29 years into the future. This amount has been
        discounted using a credit-adjusted risk-free interest rate of five
        percent (2008 - five percent).

        Changes to asset retirement obligations were as follows:

        ($ 000s)                                            2009        2008
        ---------------------------------------------------------------------
        Asset retirement obligations, beginning of year      740         675
        Adjustment to asset retirement obligations           244          35
        Acquired in business combination (Note 4)             75           -
        Liabilities settled during the year                  (28)         (4)
        Accretion                                             37          34
        ---------------------------------------------------------------------
        Asset retirement obligations, end of year          1,068         740
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

    9.  SHARE CAPITAL

        Authorized

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

        Issued

                                       2009                    2008
        ---------------------------------------------------------------------
                                Number      Amount      Number      Amount
                                           ($ 000s)                ($ 000s)
        ---------------------------------------------------------------------
        Common Shares
        Balance, beginning
         of year              52,706,531     108,502  46,611,970      76,173
        Issued pursuant to
         private placements    5,530,000      23,502   6,032,061      35,310
        Issue costs                           (1,414)                 (2,376)
        Issued on exercise
         of stock options        278,000         892      62,500         171
        Issued on acquisition
         of Meliadine
         Resources (Note 4)   12,750,000      85,935           -           -
        Transfer of contributed
         surplus to share
         capital                                 318                      84
        Future tax effect of
         share issue costs                       386                     656
        Future tax effect of
         renouncement of
         tax pools                            (3,480)                 (1,516)
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Balance, end of year  71,264,531     214,641  52,706,531     108,502
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        On August 25, 2009, the Company completed a private placement for
        5,530,000 common shares at a price of $4.25 per common share for
        gross proceeds of $23,502,500 and net proceeds of $22,207,500 after
        share issuance costs.

        On June 6, 2008, the Company completed a private placement for
        4,200,000 common shares at a price of $5.55 per common share for
        gross proceeds of $23,310,000. On June 6, 2008, the Company completed
        a private placement for 1,832,061 flow through common shares at a
        price of $6.55 per common share for gross proceeds of $12,000,000.
        The Company paid share issue costs of $2,376,000 in total for both
        placements.

        The number of weighted average shares used to calculate basic and
        diluted net earnings per share for the years ended December 31:

                                                            2009        2008
        ---------------------------------------------------------------------
        Basic shares outstanding                      55,224,565  50,093,618
        Dilutive effect of share options                 504,956     631,262
        ---------------------------------------------------------------------
        Diluted shares outstanding                    55,729,521  50,742,880
        ---------------------------------------------------------------------

        A summary of the changes of the Company's contributed surplus is
        presented below:

        Contributed surplus

        ($ 000s)                                            2009        2008
        ---------------------------------------------------------------------
        Balance, beginning of year                         3,508       2,619
        Stock-based compensation expensed (non-cash)         913         973
        Stock-based compensation transferred to share
         capital on exercise of stock options (non-cash)    (318)        (84)
        ---------------------------------------------------------------------
        Balance, end of year                               4,103       3,508
        ---------------------------------------------------------------------

        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, 2009 was 7,126,453 (2008 - 5,270,653). 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, 2009 and 2008, and changes during the years ended on
        those dates is presented below:

                                  December 31, 2009       December 31, 2008
        ---------------------------------------------------------------------
                                            Weighted-               Weighted-
                                             Average                 Average
                                            Exercise                Exercise
                                 Options       Price     Options       Price
        ---------------------------------------------------------------------
        Outstanding at
         beginning of year     2,890,500      $ 4.11   2,141,000      $ 3.40
        Options issued            22,500        3.20     812,000        5.85
        Options exercised       (278,000)       3.21     (62,500)       2.74
        Options cancelled        (18,000)       4.71           -           -
        ---------------------------------------------------------------------
        Outstanding at end
         of year               2,617,000      $ 4.19   2,890,500      $ 4.11
        ---------------------------------------------------------------------
        Options exercisable
         at end of year        1,730,500      $ 3.42   1,290,000      $ 3.32
        ---------------------------------------------------------------------

        The following table summarizes information about stock options
        outstanding at December 31, 2009:

                            Options Outstanding          Options Exercisable
    -------------------------------------------------------------------------
                                  Weighted-
                       Number      Average   Weighted-      Number  Weighted-
    Range of      Outstanding    Remaining    Average  Exercisable   Average
    Exercise               At  Contractual   Exercise           At  Exercise
    Prices           12/31/09         Life      Price     12/31/09     Price
    -------------------------------------------------------------------------
    $3.20 to $3.60  1,575,000    0.3 years     $ 3.20    1,542,500    $ 3.20
    4.70 to 5.30      225,000    1.2 years       5.06      150,000      5.06
    5.40 to 5.90      767,000    1.5 years       5.84       18,000      5.49
    6.00 to 6.30       50,000    1.4 years       6.03       20,000      6.07
    -------------------------------------------------------------------------
    $3.20 to $6.30  2,617,000    0.6 years     $ 4.19    1,730,500    $ 3.42
    -------------------------------------------------------------------------

        The Company records compensation expense over the vesting period
        based on the fair value of options granted to employees, directors
        and consultants. The Company issued 22,500 (December 31, 2008 -
        812,000) stock options with an estimated fair value of $25,769
        (December 31, 2008 - $1,460,171) ($1.15 per option (December 31, 2008
        - $1.80 per option)) using the Black-Scholes option pricing model
        with the following key assumptions:

                                                            2009        2008
        ---------------------------------------------------------------------
        Weighted-average risk free interest rate (%)         1.4         2.8
        Dividend yield (%)                                   0.0         0.0
        Expected life (years)                                3.0         2.7
        Weighted-average volatility (%)                     51.0        44.0
        ---------------------------------------------------------------------

    10. ACCUMULATED OTHER COMPREHENSIVE INCOME
                                                          Other
                                                         Compre-
                                           January 1,   hensive  December 31,
        ($ 000s)                                2009     Income         2009
        ---------------------------------------------------------------------
        Gains on available-for-sale
         investments                             931       3,564       4,495
        ---------------------------------------------------------------------


                                                          Other
                                                         Compre-
                                           January 1,   hensive  December 31,
        ($ 000s)                                2008     Income         2008
        ---------------------------------------------------------------------
        Gains on available-for-sale
         investments                           2,272      (1,341)        931
        ---------------------------------------------------------------------

        The Company elected for tax purposes to recognize a tax gain of
        $3,510,000 on its investment in Bonterra shares (formerly Bonterra
        Energy Income Trust) when it converted from a trust to a corporation.
        This election increased its cost base for tax purposes. The tax
        election resulted in the elimination of previously recorded future
        taxes of $514,000 on gain on investments in other comprehensive
        income.

        The election resulted in a corresponding $1,755,000 of non-capital
        loss carryforwards being utilized and as a result, $514,000 of future
        tax was expensed to net loss for the period.

    11. FINANCING AGREEMENT

        The Company has entered into a financing agreement with the Company's
        principal banker which grants to the Company a $3,000,000
        (December 31, 2008 - $3,200,000) 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.

    12. BUSINESS SEGMENT INFORMATION

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

        ($ 000s)                                            2009        2008
        ---------------------------------------------------------------------
        Gross revenue
          Mineral exploration                                247         808
          Oil and Gas                                      2,046       4,404
        ---------------------------------------------------------------------
                                                           2,293       5,212
        ---------------------------------------------------------------------

        Depletion, depreciation, accretion, impairment,
         and abandonment Mineral exploration                 467         298
          Oil and Gas                                        584         280
        ---------------------------------------------------------------------
                                                           1,051         578
        ---------------------------------------------------------------------

        Net earnings (loss)
          Mineral exploration                             (3,094)        569
          Oil and Gas                                        366       1,553
        ---------------------------------------------------------------------
                                                          (2,728)      2,122
        ---------------------------------------------------------------------

        Property and equipment expenditures
          Mineral exploration                            129,011      35,049
          Oil and Gas                                        630         427
        ---------------------------------------------------------------------
                                                         129,641      35,476
        ---------------------------------------------------------------------

        Total assets
          Mineral exploration                            253,817     126,553
          Oil and Gas                                      9,481       5,812
        ---------------------------------------------------------------------
                                                         263,298     132,365
        ---------------------------------------------------------------------

    13. FINANCIAL AND CAPITAL RISK MANAGEMENT

        Financial Risk Factors
        ----------------------

        The Company undertakes transactions in a range of financial
        instruments including:

        -  Cash deposits;
        -  Receivables;
        -  Loan to related party;
        -  Investments;
        -  Payables;

        The Company's activities result in exposure to a number of financial
        risks including market risk (commodity price risk, interest rate risk
        and foreign exchange risk) credit risk and liquidity risk. Financial
        risk management is carried out by senior management under the
        direction of the Directors.

        The Company does not enter into risk management contracts to sell its
        oil and gas commodities. Commodities are sold at market prices at the
        date of sale in accordance with the Board directive.

        Capital Risk Management
        -----------------------

        The Company's objectives when managing capital, which the Company
        defines to include shareholders' equity and working capital balances,
        are to safeguard the Company's ability to continue as a going
        concern, so that it can continue to provide returns to its
        Shareholders and benefits for other stakeholders and to maintain an
        optimal capital structure to reduce the cost of capital. In order to
        maintain or adjust the capital structure, the Company may issue new
        shares.

        The Company monitors capital on the basis of the ratio of budgeted
        exploration capital requirements to current working capital. This
        ratio is calculated using the projected cash requirements for
        nine months to 18 months in advance and maintaining a working capital
        balance of at least six months to satisfy this requirement on a
        continuous basis.

        The Company believes that maintaining at least a six month current
        working capital balance to the exploration capital budget requirement
        is an appropriate basis to allow it to continue its future
        development of the Company's biggest asset; the "Meliadine Project."

        The following section (a) of this note provides a summary of the
        underlying economic positions as represented by the carrying values,
        fair values and contractual face values of the financial assets and
        financial liabilities. The Company's working capital to capital
        expenditure requirement ratio is also provided.

        The following section (b) addresses in more detail the key financial
        risk factors that arise from the Company's activities including its
        policies for managing these risks.

        a) Financial assets, financial liabilities

        The carrying amounts, fair value and face values of the Company's
        financial assets and liabilities other than cash are shown in
        Table 1.

        Table 1

                            As at December 31, 2009  As at December 31, 2008
        ---------------------------------------------------------------------
                            Carrying   Fair    Face  Carrying   Fair    Face
        ($ 000s)               Value  Value   Value    Value   Value   Value
        ---------------------------------------------------------------------
        Financial assets
        Cash                  16,051  16,051  16,051  21,870  21,870  21,870
        Accounts receivable      359     359     443     817     817     906
        Loan to related
         party                12,000  12,000  12,000       -       -       -
        Investments            7,193   7,193       -   3,621   3,621       -
        ---------------------------------------------------------------------
        Financial liabilities
        Accounts payable and
         accrued liabilities   1,414   1,414   1,414   4,566   4,566   4,566
        ---------------------------------------------------------------------

        Financial instruments consisting of accounts receivable, loan to
        related party and accounts payable and accrued liabilities carried on
        the consolidated balance sheet are carried at amortized cost. Cash
        and investments are carried at fair value. All of the fair value
        items are transacted in active markets. Comaplex classifies the fair
        value of these transactions according to the following hierarchy
        based on the amount of observable inputs used to value the
        instrument.

        Level 1 - Quoted prices are available in active markets for identical
        assets or liabilities as of the reporting date. Active markets are
        those in which transactions occur in sufficient frequency and volume
        to provide pricing information on an ongoing basis.

        Level 2 - Pricing inputs are other than quoted prices in active
        markets included in Level 1. Prices in Level 2 are either directly or
        indirectly observable as of the reporting date. Level 2 valuations
        are based on inputs, including quoted forward prices for commodities,
        time value and volatility factors, which can be substantially
        observed or corroborated in the marketplace.

        Level 3 - Valuations in this level are those with inputs for the
        asset or liability that are not based on observable market data.

        Comaplex's cash and investments have been assessed on the fair value
        hierarchy described above and are all considered Level 1.

        The budgeted capital expenditure to working capital base figures for
        December 31, 2009 and December 31, 2008 are presented below:

                                                        December    December
        ($ 000s)                                        31, 2009    31, 2008
        ---------------------------------------------------------------------
        Budgeted capital expenditures(1)                  19,000      12,500
        ---------------------------------------------------------------------
        Number of months budgeted                             12          12
        ---------------------------------------------------------------------
        Current assets                                    28,663      26,495
        Current liabilities                               (1,414)     (4,566)
        ---------------------------------------------------------------------
        Working capital                                   27,249      21,929
        ---------------------------------------------------------------------
        Budgeted capital expenditures to working
         capital base                                        0.7         0.6
        ---------------------------------------------------------------------
        Working capital to budgeted capital
         expenditures (in months)                           17.2        21.1
        ---------------------------------------------------------------------

        (1) Budgeted capital expenditures represent the Company's annual
            estimated capital expenditures for 2009 and 2008, and may
            materially change between quarters. Actual capital expenditures
            from quarter to quarter can be materially different from the
            budgeted capital expenditures.

        b) Risks and mitigations

        Market risk is the risk that the fair value or future cash flow of
        the Company's financial instruments will fluctuate because of changes
        in market prices. Components of market risk to which Comaplex is
        exposed are discussed below.

        Commodity price risk
        --------------------

        The Company's principal operation is the development of its Meliadine
        gold properties. The Company also engages to a much lesser extent in
        the production and sale of oil and natural gas. Fluctuations in
        prices of these commodities may directly impact the Company's
        performance and ability to continue with its operations.

        The Company's management, at the direction of the Board of Directors,
        currently does not use risk management contracts to set price
        parameters for its production.

        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 U.S. 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/U.S. dollar exchange rate would have no significant impact on
        the net earnings or comprehensive income of the Company.

        Interest rate risk
        ------------------

        Interest rate risk refers to the risk that the value of a financial
        instrument or cash flows associated with the instrument will
        fluctuate due to changes in market interest rates. Interest rate risk
        arises from interest bearing financial assets and liabilities that
        Comaplex uses. The principal exposure to the Company is on its cash
        balances and its loan to related party which have a variable interest
        rate which gives rise to a cash flow interest rate risk.

        Comaplex's cash consists of Canadian and U.S. investment chequing
        accounts. Since these funds need to be accessible for the development
        of the Company's capital projects, management does not reduce its
        exposure to interest rate risk through entering into term contracts
        of various lengths. As discussed above, the Company generally manages
        its capital such that its budgeted capital requirements to current
        working capital ratio are at least six months.

        Sensitivity Analysis

        Based on historic movements and volatilities in the interest rate
        markets and management's current assessment of the financial markets,
        the Company believes that a one percent variation in the Canadian
        prime interest rate is reasonably possible over a 12-month period.

        A one percent change in the Canadian prime rate would increase or
        decrease annual net earnings and comprehensive income by $200,000.

        Foreign exchange risk
        ---------------------

        The Company has no foreign operations and currently makes all of its
        product sales in Canadian currency. The Company has an insignificant
        U.S. cash balance. Comaplex does not mitigate Cdn/U.S. dollar
        exchange rate risk by using risk management contracts.

        Credit risk
        -----------

        Credit risk is the risk that a contracting party will not complete
        its obligations under a financial instrument and cause the Company to
        incur a financial loss. Comaplex is exposed to credit risk on all
        financial assets included on the balance sheet. To help mitigate this
        risk:

        -  The Company only maintains its cash balances with low risk
           exposure which frequently results in receiving lower interest
           rates on investments.
        -  The majority of investments are only with entities that have
           common management with the Company.

        Of the accounts receivable balance at December 31, 2009 ($359,000)
        and December 31, 2008 ($817,000) over 84 percent relates to product
        sales with major oil and gas marketing companies, all of which have
        always paid within 30 days, and interest from a major Canadian Bank.

        The Company assesses quarterly if there has been any impairment of
        the financial assets of the Company. During the year ended
        December 31, 2008, there was a full impairment provision required on
        an outstanding receivable for the mineral production royalty of
        $84,000 as the operator of the mill went into CCAA protection. No
        impairment provision was required on the oil and gas financial assets
        of the Company due to historical success of collecting receivables.
        The Company does not have any significant credit risk exposure to any
        single counterparty or any group of counterparties having similar
        characteristics.

        The carrying value of accounts receivable approximates their fair
        value due to the relatively short periods to maturity on this
        instrument. The maximum exposure to credit risk is represented by the
        carrying amount on the balance sheet. There are no material financial
        assets that the Company considers past due.

        Liquidity risk

        Liquidity risk includes the risk that, as a result of Comaplex's
        operational liquidity requirements:

        -  The Company will not have sufficient funds to settle a transaction
           on the due date;
        -  Comaplex will not have sufficient funds to continue with its
           financing of its major exploration project;
        -  The Company will be forced to sell assets at a value which is less
           than what they are worth; or
        -  Comaplex may be unable to settle or recover a financial asset at
            all.

        To help reduce these risks, the Company:

        -  Has a general capital policy of maintaining at least six months of
           annual budgeted capital requirements as its working capital base;
        -  Holds current investments that are readily tradable should the
           need arise; and
        -  Maintains a continuous evaluation approach as to the financing
           requirements for its largest exploration program; the "Meliadine
           Project."

    14. CONTINGENT RECEIVABLE

        As specified in Note 4, the Company acquired Meliadine Resources Ltd.
        from Perfora Investments S.a.r.l. (Perfora) (a wholly owned
        subsidiary of Resource Capital Fund III L.P.), by issuance of
        12,750,000 common shares of the Company. As part of the Purchase and
        Sale Agreement, Perfora is required to pay additional consideration
        to Comaplex for the issued common shares upon their sale based on a
        sliding scale for price of shares sold. The contingent consideration
        has a maximum total of $13,500,000 should RCF receive in excess of
        $8.50 per common share and $Nil should they receive $5.50 or less.

        Due to the contingent nature of the receivable, no amount has been
        recorded in the financial statements of the Company. As proceeds, if
        any, are received the Company will reduce the amount recorded for the
        mineral property.

    15. SUBSEQUENT EVENT

        Subsequent to December 31, 2009, Agnico-Eagle Mines Limited (Agnico),
        a shareholder of the Company, has submitted a request for a hearing
        and review (the "Request") by the Ontario Securities Commission (the
        "OSC") of the decision (the "TSX Decision") of the Toronto Stock
        Exchange (the "TSX") whereby the TSX approved the issuance of an
        aggregate of 12,750,000 common shares of Comaplex to Perfora
        Investments S.a.r.l. (Perfora) as consideration for all of the issued
        and outstanding common shares of Meliadine Resources Ltd. (the
        "Transaction" as discussed in Note 4). The Transaction resulted in
        Perfora being issued approximately 17.9 percent of the outstanding
        shares of Comaplex in exchange for 22 percent of the Meliadine West
        Property and 50 percent of the Meliadine East Property owned by
        Meliadine Resources.

        Agnico has requested that the OSC issue an order: (i) setting aside
        the TSX Decision; (ii) requiring Comaplex to call and hold a meeting
        of its shareholders in order to obtain the approval of the
        independent shareholders (shareholders other than Perfora and its
        affiliates and the Company's directors and officers and their
        respective related parties and joint actors) of the issuance of the
        Shares to Perfora pursuant to the Transaction; and (iii) unwinding
        the Transaction absent the approval of a simple majority of the votes
        cast by the independent shareholders at a duly convened special
        meeting of its shareholders.

        The Company believes that the Request is completely without merit and
        will oppose the application.

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

%SEDAR: 00001166E

SOURCE COMAPLEX MINERALS CORP.

For further information: For further information: Additional information relating to the Company may be found on www.sedar.com and by visiting our website at www.comaplex.com or please contact George F. Fink, President and CEO, Garth S. Schultz, Vice President, Finance, Chief Financial Officer and Corporate Secretary or Kirsten Kulyk, Manager, Investor Relations at (403) 265-2846 or info@comaplex.com

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COMAPLEX MINERALS CORP.

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