Comaplex Minerals Corp. Announces Second Quarter 2009 Results



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

    CALGARY, Aug. 13 /CNW/ - Comaplex Minerals Corp. (TSX: CMF) is pleased to
announce its financial and operational results for the three months and six
months ended June 30, 2009.

    
    Financial and Operational Highlights

                                     Three Months Ended     Six Months Ended
                                           June 30               June 30
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------
    Financial ($000, except
     $ per share)
    Revenue
      Mineral Division                   77        136        116        328
      Oil and Gas Division              425        914        982      1,703
    Cash Flow from Operations          (358)       421        (37)     1,142
      Per Share Basic                 (0.01)      0.01      (0.00)      0.02
      Per Share Diluted               (0.01)      0.01      (0.00)      0.02
    Net Earnings (loss)                (984)     1,601     (1,316)     1,699
      Per Share Basic                 (0.02)      0.03      (0.02)      0.04
      Per Share Diluted               (0.02)      0.03      (0.02)      0.04
    Capital Expenditures
      Mineral Division                3,851      8,749      6,973     17,198
      Oil and Gas Division              184         41        348         59
    Total Assets
      Mineral Division                                    120,121    126,840
      Oil and Gas Division                                  6,863      9,825
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrels of Oil Equivalent
     (BOE) per Day(1)                   150        162        160        174
    -------------------------------------------------------------------------
    (1) Barrels of Oil Equivalent (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.

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


    Report to Shareholders

    Comaplex Minerals Corp. (the Company or Comaplex) is pleased to announce
its financial and operating results for the three months and six months ended
June 30, 2009. The Company remained active in the second quarter of 2009 with
significant advancements being made on its Meliadine West gold project. The
Company is extremely pleased with the progress and results obtained to date.
Subsequent to quarter-end, Comaplex further strengthened its financial
position to support the investment requirement in this high-quality project by
completing a bought deal equity issue.

    Financial and Budgeting

    Comaplex's working capital position at June 30, 2009 was approximately
$15.5 million, including the value of liquid investments of approximately $4.5
million. Subsequent to quarter-end, Comaplex announced a bought deal financing
on August 5, 2009 for 5,530,000 common shares at a price of $4.25 per common
share for gross proceeds of $23,502,500. It is estimated that net proceeds
will be approximately $22,200,000 with a closing date on or about August 25,
2009.
    The 2009 Meliadine West exploration program consists mainly of the
completion of a preliminary assessment in the first quarter of 2009, a 20,000
meter drill program to increase and upgrade its gold resource, the
commencement of studies required prior to beginning a Feasibility Study and
then to proceed with a Feasibility Study during the latter part of 2009.
Approximately 2,000 meters is being allocated to reconnaissance drill holes on
the western end of the property to ascertain the source of high grade gold
bearing boulders in the area. Significant geotechnical drilling is also
planned for this year.
    Capital expenditures were $7.3 million during the first six months of
2009 with approximately 90 percent attributed to the Meliadine West project.
The Company anticipates full-year capital expenditures to total approximately
$15 million. In addition to the $23.5 million gross equity issue, existing
working capital, anticipated cash flow from oil and gas operations and
investment income are more than adequate to complete its 2009 capital projects
and provides the necessary financing for the Company for 2010 to complete
feasibility and, if positive, to obtain permitting to commence with the
development of facilities.

    Meliadine West Project Update

    Comaplex's goal in 2009 is to advance the Meliadine property to a level
that will support initiation of a Feasibility Study as soon as possible. This
will require additional surface drilling of the various gold deposits on the
property, rapid advancement of geotechnical, geochemical, and environmental
studies to feasibility levels, and advanced engineering of the open pit and
underground components. Comaplex holds a 78 percent working interest with an
option to increase its working interest to 80 percent at any time.

    Drilling Program

    The 2009 drilling program at Meliadine West started in mid-April. There
are presently three drills active on the property with 12,700 meters in 47
holes having been completed by mid-July, 2009. Two of the drills have been
testing the Western Deeps portion of the Tiriganiaq Gold Deposit for
additional resources and to upgrade present resources. The third drill is
focused on infill drilling and resource upgrading of the F Zone pits (1,341
meters in 17 holes). The main reason for the F Zone drilling is to move
present inferred resources at shallow depths in the easternmost three proposed
open pits to an indicated level for inclusion into a Feasibility Study. After
completion of the F Zone work in mid June, the drill was mobilized to the west
end of the property to test reconnaissance targets in the Musket Bay area.
    The exploration drilling continues to provide impressive results. Drill
results for the first six drill holes were released on June 15, 2009 (release
09-09) and the results from an additional 18 holes were released on July 13,
2009 (release 09-10).

    
    Highlights from the 2009 Tiriganiaq drilling results include:

    -   15.7 gmt gold over 3.6 meters in hole M09-787
    -   48.9 gmt gold over 4.0 meters in hole M09-788
        and: 119.0 gmt over 0.8 meters
    -   13.7 gmt gold over 2.7 meters in hole M09-791
        and: 28.0 gmt gold over 3.5 meters
    -   21.1 gmt gold over 8.8 meters in hole M09-792
        and: 12.9 gmt gold over 6.3 meters
        and: 27.5 gmt gold over 1.8 meters
    -   12.7 gmt gold over 5.5 meters in hole M09-793
    -   24.9 gmt gold over 1.7 meters in hole M09-794
        and: 6.0 gmt gold over 13.4 meters
    -   16.1 gmt gold over 10.4 meters in hole M09-795
    -   6.8 gmt gold over 11.1 meters in hole M09-801
    -   23.8 gmt gold over 7.0 meters in hole M09-808
    -   17.6 gmt gold over 3.0 meters in hole M09-811
        and: 15.5 gmt gold over 2.5 meters

    Highlights from drill holes testing the shallow pit potential of the F
Zone include:

    -   4.8 gmt gold over 9.9 meters in hole M09-796
    -   5.7 gmt gold over 6.4 meters in hole M09-800
    -   9.4 gmt gold over 5.6 meters in hole M09-807
    -   3.9 gmt gold over 7.2 meters in hole M09-809
    

    Kindly refer to the 2009 press releases for detailed results. Results
from the remaining drill program will be released on a timely basis as the
company receives assays from the lab.

    Meliadine East Project Update

    During the second quarter of 2009, a 2,000 meter diamond drill program
commenced on the Meliadine East property in which Comaplex holds a 50 percent
working interest. Meliadine Resource Ltd. retains the other 50 percent working
interest and is operating the project. The drilling is in, and adjacent to,
the Discovery deposit. The program's objective is to increase the resource
base and Comaplex will report the results as they are received. In addition,
Comaplex anticipates releasing an updated resource estimate for the Discovery
deposit during the last half of 2009.

    Interim Studies

    Detailed geotechnical, geochemical, and environmental studies are
underway on all three of the gold deposits (Tiriganiaq, F Zone, and Discovery)
located on the properties and on proposed mill, tailings, camp, and related
infrastructure both at sites and in Rankin Inlet. This pre-feasibility to
feasibility level work will be used in a Feasibility Study and the
regulatory/permitting documentation.
    Comaplex is currently working on the compilation of a Preliminary Project
Description (PPD) for the regulators. Filing of this document with the
government is the first major step in permitting the Meliadine gold project.
Several of the detailed studies currently underway will need to be completed
for inclusion into the PPD. Comaplex anticipates filing this document in the
third quarter of 2009.

    Outlook

    The company is optimistic with regard to the Meliadine West project and
is continuing in an aggressive manner to rapidly advance the project towards
feasibility and thereafter a production decision. Present studies are
progressing and should be completed as scheduled in 2009 and Comaplex is
adequately financed to complete feasibility and permitting.

    
    (signed)

    George F. Fink
    President, CEO and Director
    

    Financial and Operational Discussion

    The following press release is a review of the operations and financial
position for Comaplex Minerals Corp. (the Company or Comaplex) and should be
read in conjunction with the unaudited financial statements for the six months
ended June 30, 2009, including the notes related thereto, and the audited
financial statements for the year ended December 31, 2008, together with the
notes related thereto.

    Forward-looking Information

    Certain statements contained in this Management's Discussion and Analysis
(MD&A) include statements which contain words such as "anticipate", "could",
"should", "expect", "seek", "may", "intend", "likely", "will", "believe" and
similar expressions, statements relating to matters that are not historical
facts, and such statements of our beliefs, intentions and expectations about
development, results and events which will or may occur in the future,
constitute "forward-looking information" within the meaning of applicable
Canadian securities legislation and are based on certain assumptions and
analysis made by us derived from our experience and perceptions.
Forward-looking information in this MD&A includes, but is not limited to:
expected cash provided by continuing operations; future capital expenditures,
including the amount and nature thereof; gold, oil and natural gas prices and
demand; expansion and other development trends of the precious metal industry;
business strategy and outlook; expansion and growth of our business and
operations; and maintenance of existing customer, supplier and partner
relationships; supply channels; accounting policies; credit risks; and other
such matters.
    All such forward-looking information is based on certain assumptions and
analyses made by us in light of our experience and perception of historical
trends, current conditions and expected future developments, as well as other
factors we believe are appropriate in the circumstances.
    The risks, uncertainties, and assumptions are difficult to predict and
may affect operations, and may include, without limitation: the risks of
foreign exchange fluctuations; 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 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.
    In particular, the Company's largest project, the 'Meliadine West Gold
Project', faces risks which are common to all projects in the current economic
climate. These include delays caused by weather, labour and equipment
shortages, available technical expertise, and contractor availability.
Additional risks could include reductions in gold resources and mineable
grades and non-technical issues, such as variations in commodity prices; all
would impact the Company's ability to raise capital and influence project
economics.
    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 therefrom. 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.

    
    QUARTERLY COMPARISONS

                                 2009                       2008
    -------------------------------------------------------------------------
                             Q2       Q1       Q4       Q3       Q2       Q1
    Financial ($000,
     except $ per share)
    Revenue
      Mineral Division       77       39      152      328      136      192
      Oil and Gas
       Division             425      557      817      948      914      789
    Cash Flow from
     Operations            (358)     321      336      774      421      721
      Per Share Basic     (0.01)    0.01     0.01     0.01     0.01     0.02
      Per Share Diluted   (0.01)    0.01     0.01     0.01     0.01     0.02
    Net Earnings (Loss)    (984)    (332)     328       95    1,601       98
      Per Share Basic     (0.02)   (0.01)    0.01     0.00     0.03     0.00
      Per Share Diluted   (0.02)   (0.01)    0.01     0.00     0.03     0.00
    Capital Expenditures
     and Acquisitions
      Mineral Division    3,851    3,122    8,292    9,559    8,749    8,449
      Oil and Gas
       Division             184      164      253      115       41       18
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrels of Oil
     Equivalent (BOE)
     per day(1)             150      177      195      179      162      186
    -------------------------------------------------------------------------


                                          2007
    -------------------------------------------------------
                             Q4       Q3       Q2       Q1
    Financial ($000,
     except $ per share)
    Revenue
      Mineral Division      282      288      407       89
      Oil and Gas
       Division             818      671      759      781
    Cash Flow from
     Operations             (76)     645      851      685
      Per Share Basic     (0.00)    0.01     0.02     0.01
      Per Share Diluted   (0.00)    0.01     0.02     0.01
    Net Earnings (Loss)   2,854      (40)     270     (711)
      Per Share Basic      0.06    (0.00)    0.01    (0.02)
      Per Share Diluted    0.06    (0.00)    0.01    (0.02)
    Capital Expenditures
     and Acquisitions
      Mineral Division    3,686    9,344    4,468    2,701
      Oil and Gas
       Division              38       71       81       42
    -------------------------------------------------------
    Oil and Gas Operations
    Barrels of Oil
     Equivalent (BOE)
     per day(1)             207      195      196      227
    -------------------------------------------------------
    (1) Barrels of Oil Equivalent (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.


    Revenues

                                  Three months ended        Six months ended
                             June 30, March 31,  June 30,  June 30,  June 30,
    ($ 000s)                    2009      2009      2008      2009      2008
    -------------------------------------------------------------------------

    Revenue:
      Mineral Division            77        39       136       116       328
      Oil and Gas Sales          394       481     1,020       875     1,942
      Investment income           78        82       158       160       250
    -------------------------------------------------------------------------
    Gross Revenue                549       602     1,314     1,151     2,520
    -------------------------------------------------------------------------

    Average Realized Prices:
      Natural gas (per MCF)     3.76      5.04     10.38      4.49      9.12
      Natural gas liquids
       (per barrel)            41.13     14.72     98.14     30.24     86.22
    -------------------------------------------------------------------------
    

    Mineral revenue decreased by $212,000 for the first six months of 2009
compared to the first six months of 2008, which was mainly due to a
combination of lower interest rates on cash invested and reduced cash
balances. Revenues from mineral operations in the second quarter of 2009
increased from the first quarter of 2009 ($39,000). This increase is from
interest on an advance of $12,000,000 for all of Q2 2009 to Bonterra Energy
Corp. (see related party section) at a rate of Canadian Chartered Bank prime
plus 0.25 percent which is substantially higher than rates which could have
been obtained on secure investments such as BA's or GIC's with banks.
    Gross revenue from the Company's petroleum and natural gas properties for
the three and six months ended June 30, 2009 decreased compared to both the
three months ended March 31, 2009 and the six months ended June 30, 2008 due
to decreases in commodity prices as well as production volumes. On February 1,
2009, the 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 June 2009. The Company has filed an objection
with the operator outlining the Company's position and will actively defend
its position through what ever legal options it has. Until the matter is
resolved, no amounts will be accrued in respect of this production.
    During the first quarter of 2009, the Company received an adjustment from
the operator of the Company's most significant producing property (Garrington
Elkton). The adjustment impacted the years 2004 and 2005. The overall net
impact of the adjustment was not significant but it did result in financial
statement line item adjustments. The adjustment increased natural gas sales
and revenue but reduced liquids sales and revenues by an even greater amount
(net reduction of approximately $62,000). The result was slightly lower
production volumes of approximately 125 BOE for Q1 2009. The impact to average
pricing was greater as the average liquid revenue was reduced at approximately
$105 per barrel while gas revenues increased by $7.08 per MCF.

    
    Production

                                  Three months ended        Six months ended
                             June 30, March 31,  June 30,  June 30,  June 30,
                                2009      2009      2008      2009      2008
    -------------------------------------------------------------------------

    Natural gas (MCF per day)    672       884       789       777       825
    Natural gas liquids
     (barrels per day)            43        30        30        36        36
    Total BOE per day            150       177       162       160       174
    -------------------------------------------------------------------------
    

    The Company anticipates approximately 12 percent annual decline rates
from its existing production for 2009. The decline rate for the first six
months of 2009 was partially offset from additional production resulting from
drilling on the Garrington Elkton property, however, the approximately 10 BOE
per day reduction due to the above mentioned dispute will impact production
volumes until the situation is resolved.

    
    Royalties

                                  Three months ended        Six months ended
                             June 30, March 31,  June 30,  June 30,  June 30,
    ($ 000s)                    2009      2009      2008      2009      2008
    -------------------------------------------------------------------------

    Crown royalties               30       (23)      188         7       367
    Gross overriding royalties    17        29        76        46       122
    -------------------------------------------------------------------------
    Total royalty expense         47         6       264        53       489
    -------------------------------------------------------------------------
    

    Crown royalties for the first six months of 2009 decreased by $360,000
from the first six months of 2008. The decrease was due to the adjustment on
the Garrington property ($66,000 crown royalty credit adjustment in the first
quarter of 2009) as well as the impact from the new Albert Crown Royalty
Regime. 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 second quarter of 2009 increased by $53,000
over the first quarter of 2009. The increase was due to the above mentioned
adjustment on the Garrington property. The decrease in gross overriding
royalties for both first half of 2009 over the first half of 2008 and Q2 2009
over Q1 2009 is due to decreased commodity prices on production from wells
subject to gross overriding royalties.

    
    Production Costs

                                  Three months ended        Six months ended
                             June 30, March 31,  June 30,  June 30,  June 30,
    ($ 000s)                    2009      2009      2008      2009      2008
    -------------------------------------------------------------------------

    Production costs -
     natural gas/NGLS            116       189       113       305       279
    $ per BOE                   8.58     11.81      7.65     10.54      8.81
    -------------------------------------------------------------------------
    

    Production costs for the first six months of 2009 over the first six
months of 2008 increased by $26,000. The increase relates to a third quarter
2008 settlement made in respect of increases to future natural gas processing
fees. The decrease in Q2 2009 production costs over the first three months of
2009 was due to decreased natural gas processing fees due to lower production
volumes and the payment of mineral taxes in the first quarter.

    
    General and Administrative (G&A) Costs

                                  Three months ended        Six months ended
                             June 30, March 31,  June 30,  June 30,  June 30,
    ($ 000s)                    2009      2009      2008      2009      2008
    -------------------------------------------------------------------------

    G&A costs - Minerals
     Division                    447       308       380       755       703
    G&A costs - Oil and
     Gas Division                 37        34        39        71        90
    -------------------------------------------------------------------------
    Total G&A                    484       342       419       826       793
    -------------------------------------------------------------------------
    

    Mineral division G&A for the first six months of 2009 over the first six
months of 2008 increased by $52,000. This was mainly due to increased
continuous disclosure costs, investor relation costs, software costs and
employee benefit costs relating to a reassessment of two of the Company's
contract personal, which was partially offset by a reduction of $82,000 in
provision for bad debts. G&A costs related to the mineral division increased
by $139,000 from Q2 2009 from Q1 2009 due to the above reasons. Oil and gas
division G&A costs have remained relatively unchanged. The slightly increased
costs for the first half of 2009 over the first half of 2008 were due to
additional work required to prepare the Company's 2007 oil and gas engineering
report.

    Foreign Exchange Gain

    The foreign exchange gain decreased to $6,000 for the first six months of
2009 from a foreign exchange gain of $39,000 in the same period of 2008. The
gain on foreign exchange results from U.S. funds held in an interest bearing
cash account. As the Canadian dollar depreciated against the U.S. dollar in
the first six months of 2009, it created a foreign exchange gain. This
reduction also was attributable to a significant reduction in the U.S. cash
position in the first half of 2009 compared to the first half of 2008.

    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 increased to $480,000 in the first half of 2009 from $439,000 for
the first half of 2008. The increase was due primarily to 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 June 30,
2009, the Company had $1,008,000 of unamortized stock-based compensation to be
expensed over the next two years.

    
    Depletion, Depreciation and Accretion Expense

                                  Three months ended        Six months ended
                             June 30, March 31,  June 30,  June 30,  June 30,
    ($ 000s)                    2009      2009      2008      2009      2008
    -------------------------------------------------------------------------

    Depletion, depreciation
     and accretion expense       188       191        96       379       198
    -------------------------------------------------------------------------
    

    The increase in depletion, depreciation and accretion expense for the six
months of 2009 compared with the first six months of 2008 was due primarily to
$200,000 of depreciation related to tangible mining equipment purchased during
the fourth quarter of 2008. No mineral property abandonment costs were
incurred in the first six months of 2009. 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

    Comaplex has no current income tax expense. Comaplex has sufficient tax
pools to ensure that no current income taxes are payable.
    The tax pool balances at June 30, 2009 totalled $117,237,000 and consist
of the following pool balances.

    
                                                         Rate of      Amount
                                                   Utilization %     ($ 000s)
    -------------------------------------------------------------------------
    Undepreciated capital costs                           10-100       3,074
    Foreign exploration expenditures                          10         746
    Share issue costs                                         20       2,701
    Earned depletion expenses (successored)                   25       2,299
    Canadian development expenditures                         30      21,682
    Non-capital loss carryforward(1)                         100       2,747
    Canadian exploration expenditures (successored)          100      33,368
    Canadian exploration expenditures                        100      50,620
    -------------------------------------------------------------------------
                                                                     117,237
    -------------------------------------------------------------------------
    (1) The non-capital losses expire $2,235,000 in 2010 and $512,000 in
        2029.

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

    Net Earnings (Loss)

                                  Three months ended        Six months ended
                             June 30, March 31,  June 30,  June 30,  June 30,
    ($ 000s)                    2009      2009      2008      2009      2008
    -------------------------------------------------------------------------

    Net earnings (loss)         (984)     (332)    1,601    (1,316)    1,699
    -------------------------------------------------------------------------
    

    Net earnings (loss) for the first half of 2009 decreased by $3,015,000
from the first half of 2008. The reduction was mainly due to future income tax
adjustments, reduced oil and gas sales resulting from lower natural gas
commodity prices 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 Q2 2009 compared to Q1 2009 mostly due to the
future income tax adjustments and lower commodity prices for natural gas.

    
    Cash Flow from Operations

                                  Three months ended        Six months ended
                             June 30, March 31,  June 30,  June 30,  June 30,
    ($ 000s)                    2009      2009      2008      2009      2008
    -------------------------------------------------------------------------

    Cash flow from operations   (358)      321       421       (37)    1,142
    -------------------------------------------------------------------------
    

    Cash flow from operations decreased 103 percent in the first six months
of 2009 compared to the first six months of 2008. The decrease was primarily
due to decreased oil and gas sales resulting from lower commodity prices as
well as reduced interest income. The cash flow decrease from Q2 2009 of
$679,000 from Q1 2009 was primarily due to Comaplex collecting its GST
receivable of $452,000 in the first quarter which added to the decrease in
cash flow in Q2 2009 along with the reduction in oil and gas sales.

    Liquidity and Capital Resources

    At June 30, 2009, the Company had a working capital position of
$15,484,000 (December 31, 2008 - $21,929,000). These numbers include the value
of liquid investments of $4,530,000 at June 30, 2009 (December 31, 2008 -
$3,621,000).
    On August 5, 2009, the Company announced a bought deal financing for
5,530,000 common shares at a price of $4.25 per common share for gross proceed
of $23,502,500. It is estimated that net proceeds will be approximately
$22,200,000. The financing is expected to close on or about August 25, 2009.
    The Company currently has a projected capital expenditure budget of
$15,000,000 for the Meliadine West and East projects for the 2009 year.
Included in this amount is an annual option payment of $1,580,000 and
expenditures of $13,420,000 on the advanced exploration of the Meliadine West
and East projects. A further $460,000 is planned to be spent on oil and gas
development projects. The $23,500,000 gross equity issue in August, 2009,
existing working capital, anticipated cash flow from oil and gas operations
and investment income are more than adequate to cover all planned expenditures
for the remainder of the year. The Company attempts to maintain at least a six
month cash balance for the estimated required capital expenditures.

    Related Party

    The Company paid a management fee to Bonterra Energy Corp. (Bonterra
Corp.), a wholly owned subsidiary of Bonterra O&G, of $165,000 (2008 -
$165,000). The Company also shares office rental costs and reimburses Bonterra
Corp. for costs related to employee benefits and office materials. These costs
have been included in general and administrative costs of the Company. In
addition, Bonterra Corp. owns 689,682 (December 31, 2008 - 689,682) common
shares in the Company. Services provided by Bonterra Corp. include executive
services (CEO, 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 June 30, 2009, the
Company had an account payable to Bonterra Corp. of $75,000 (December 31, 2008
- $56,000).
    The Company at June 30, 2009 owns 204,633 (December 31, 2008 - 204,633)
shares in Bonterra O&G representing just over one percent of the outstanding
shares of Bonterra O&G. The shares have a fair value of $4,482,000 (December
31, 2008 - $3,534,000). In 2009, the Company received investment income of
$160,000 (2008 - $250,000).
    During the first quarter of 2009, the Company loaned Bonterra Corp.
$12,000,000. The funds presently bear interest at Canadian Chartered Bank
Prime plus 0.25 percent. The loan is subordinated to Bonterra Corp.'s bank
debt and is unsecured. The loan is payable upon demand subject to availability
under Bonterra Corp.'s line of credit. Bonterra Corp. has sufficient room
under its line of credit to repay the loan. As of July 1, 2009, the interest
was reduced to prime less 0.25 percent. This loan results in a substantial
benefit to Comaplex and to Bonterra Corp. 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 June 30, 2009 owns 346,000 (December 31, 2008 - 346,000)
common shares in Pine Cliff. Pine Cliff has common directors and management
with the Company. Pine Cliff trades on the TSX Venture Exchange. As of June
30, 2009 the common shares have a fair value of $48,000 (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.
    Additional information relating to the Company may be found on
www.sedar.com and by visiting our website at www.comaplex.com.
    The following consolidated financial statements and notes to the
consolidated financial statements have been provided for further details.


    
    Consolidated Balance Sheets

    As at June 30, 2009 and December 31, 2008
    (unaudited)
    ($ 000s)                                                2009        2008
    -------------------------------------------------------------------------
    Assets
    Current
      Cash                                                   702      21,870
      Accounts receivable                                    270         817
      Prepaid expenses                                       184         187
      Loan to related party (Note 3)                      12,000           -
      Investments (Note 3)                                 4,530       3,621
    -------------------------------------------------------------------------
                                                          17,686      26,495
    Future Income Tax Asset (Note 4)                       3,524       7,056
    Property and Equipment
      Property and equipment                             114,133     106,813
      Accumulated depletion, depreciation
       and amortization                                   (8,359)     (7,999)
    -------------------------------------------------------------------------
    Net Property and Equipment                           105,774      98,814
    -------------------------------------------------------------------------
                                                         126,984     132,365
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Liabilities
    Current
      Accounts payable and accrued liabilities (Note 3)    2,202       4,566
    Asset Retirement Obligations                             752         740
    -------------------------------------------------------------------------
                                                           2,954       5,306
    -------------------------------------------------------------------------
    Shareholders' Equity (Note 5)
      Share capital                                      105,022     108,502
      Contributed surplus                                  3,988       3,508
    -------------------------------------------------------------------------
                                                         109,010     112,010
    -------------------------------------------------------------------------
      Retained earnings                                   12,802      14,118
      Accumulated other comprehensive income (Note 6)      2,218         931
    -------------------------------------------------------------------------
                                                          15,020      15,049
    -------------------------------------------------------------------------
                                                         124,030     127,059
    -------------------------------------------------------------------------
                                                         126,984     132,365
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Consolidated Statements of Earnings (Loss) and Retained Earnings

    For the Periods Ended June 30 (unaudited)

                                         Three Months           Six Months
    ($ 000s except $ per share)        2009       2008       2009       2008
    -------------------------------------------------------------------------

    Minerals Division
      Interest                           77        147        116        305
      Loss on sale of property
       and investments                    -        (38)         -        (38)
      Mineral production royalty          -         27          -         61
    -------------------------------------------------------------------------
                                         77        136        116        328
    -------------------------------------------------------------------------
    Oil and Gas Division
      Oil and gas sales                 394      1,020        875      1,942
      Royalties                         (47)      (264)       (53)      (489)
      Investment income (Note 3)         78        158        160        250
    -------------------------------------------------------------------------
                                        425        914        982      1,703
    -------------------------------------------------------------------------
    Total Net Revenue                   502      1,050      1,098      2,031
    -------------------------------------------------------------------------
    Expenses
      Oil and gas production costs      116        113        305        279
      General and administrative
        Minerals division               447        380        755        703
        Oil and gas division             37         39         71         90
      Foreign exchange loss (gain)        5          8         (6)       (39)
      Stock-based compensation          238        225        480        439
      Depletion, depreciation and
       accretion                        188         96        379        198
    -------------------------------------------------------------------------
                                      1,031        861      1,984      1,670
    -------------------------------------------------------------------------
    Earnings (Loss) Before Taxes       (529)       189       (886)       361
    -------------------------------------------------------------------------
    Income Taxes (Recovery)
      Current                             -          -          -          -
      Future (Note 6)                   455     (1,412)       430     (1,338)
    -------------------------------------------------------------------------
                                        455     (1,412)       430     (1,338)
    -------------------------------------------------------------------------
    Net Earnings (Loss) for the
     Period                            (984)     1,601     (1,316)     1,699
    Retained earnings, beginning
     of period                       13,786     12,094     14,118     11,996
    -------------------------------------------------------------------------
    Retained Earnings, End of
     Period                          12,802     13,695     12,802     13,695
    -------------------------------------------------------------------------
    Net Earnings (Loss) Per
     Share - Basic and Diluted        (0.02)      0.03      (0.02)      0.04
    -------------------------------------------------------------------------



    Consolidated Statements of Comprehensive Income (Loss)

    For the Periods Ended June 30 (unaudited)

                                         Three Months           Six Months
    ($ 000s except $ per share)        2009       2008       2009       2008
    -------------------------------------------------------------------------

    Net earnings (loss) for
     the period                        (984)     1,601     (1,316)     1,699
    -------------------------------------------------------------------------
    Other Comprehensive Loss
      Gain on investments             1,262      2,063        909      2,600
      Future taxes on gain on
       investments                     (191)      (376)      (136)      (384)
      Losses on investments
       transferred to net income          -          6          -          6
      Future taxes on gain on
       investments transferred
       to net income                      -         (1)         -         (1)
      Future tax adjustment on
       exchange of investments
       (Note 6)                         514          -        514          -
    -------------------------------------------------------------------------
    Other Comprehensive Income        1,585      1,692      1,287      2,221
    -------------------------------------------------------------------------
    Comprehensive Income (Loss)         601      3,293        (29)     3,920
    -------------------------------------------------------------------------
    Comprehensive Income (Loss)
     Per Share - Basic and Diluted     0.01       0.07      (0.00)      0.08
    -------------------------------------------------------------------------



    Consolidated Statements of Cash Flow

    For the Periods Ended June 30 (unaudited)

                                         Three Months           Six Months
    ($000)                             2009       2008       2009       2008
    -------------------------------------------------------------------------
    Operating Activities
      Net earnings (loss) for
       the period                      (984)     1,601     (1,316)     1,699
      Items not affecting cash
        Loss on sale of property
         and investments                  -         38          -         38
        Stock-based compensation        238        225        480        439
        Depletion, depreciation
         and accretion                  188         96        379        198
        Unrealized foreign
         exchange gain                    -          8          -        (39)
        Future income taxes             455     (1,412)       430     (1,338)
    -------------------------------------------------------------------------
                                       (103)       556        (27)       997
    -------------------------------------------------------------------------
    Change in non-cash operating
     working capital items
      Accounts receivable                19       (323)       547       (106)
      Prepaid expenses                   33        (28)         3        (10)
      Accounts payable and
       accrued liabilities             (302)       217       (553)       263
    Asset retirement
     obligations settled                 (5)        (1)        (7)        (2)
    -------------------------------------------------------------------------
                                       (255)      (135)       (10)       145
    -------------------------------------------------------------------------
    Cash Provided By (Used In)
     Operating Activities              (358)       421        (37)     1,142
    -------------------------------------------------------------------------
    Financing Activities
      Issue of shares pursuant
       to private placements              -     35,310          -     35,310
      Share option proceeds               -        162          -        162
      Share issue costs                   -     (2,382)         -     (2,382)
    -------------------------------------------------------------------------
    Cash Provided By Financing
     Activities                           -     33,090          -     33,090
    -------------------------------------------------------------------------
    Investing Activities
      Mineral exploration property
       and equipment expenditures    (3,851)    (8,749)    (6,973)   (17,198)
      Oil and gas property and
       equipment expenditures          (184)       (41)      (348)       (59)
      Loan to related party               -          -    (12,000)         -
      Investments sold                    -         57          -         57
    Changes in non-cash
     working capital
      Accounts payable and
       accrued liabilities              851      1,620     (1,810)     2,599
    -------------------------------------------------------------------------
    Cash Used in Investing
     Activities                      (3,184)    (7,113)   (21,131)   (14,601)
    -------------------------------------------------------------------------
    Foreign Exchange Gain on Cash
     Held in Foreign Currency             -         (8)         -         39
    -------------------------------------------------------------------------
    Net Cash Outflow                 (3,542)    26,390    (21,168)    19,670
    Cash, Beginning of Period         4,244     14,267     21,870     20,987
    -------------------------------------------------------------------------
    Cash, End of Period                 702     40,657        702     40,657
    -------------------------------------------------------------------------
    Cash interest paid                    -          -          -          -
    Cash taxes paid                       -          -          -          -



    Notes to the Consolidated Interim Financial Statements

    Periods ended June 30, 2009 and 2008 (unaudited)

    1.  SIGNIFICANT ACCOUNTING POLICIES

        The interim consolidated financial statements for Comaplex Minerals
        Corp. ("Comaplex" or the "Company") as at and for the three and six
        months ended June 30, 2009 should be read in conjunction with the
        audited consolidated financial statements as at and for the year
        ended December 31, 2008. The notes to these interim consolidated
        financial statements do not conform in all respects to the note
        disclosure requirements of generally accepted accounting policies
        ("GAAP") for annual consolidated financial statements. These interim
        consolidated financial statements are prepared using the same
        accounting policies and methods of computation as disclosed in the
        annual consolidated financial statements as at and for the year ended
        December 31, 2008, except for those disclosed in Note 2 below. The
        disclosures provided within are incremental to those included with
        the annual financial statements.

    2.  CHANGE IN ACCOUNTING POLICIES

        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 1, 2009, the Company adopted the CICA's EIC-173, "Credit
        Risk and the Fair Value of Financial Assets and Financial
        Liabilities". The EIC 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 this EIC had no impact on the
        Company's consolidated financial statements.

        Recent and Pending Accounting Pronouncements

        In June 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. 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 International Financial Reporting
        Standards ("IFRS"). The Company will include these additional
        disclosures in its annual consolidated financial statements for the
        year ending December 31, 2009.

        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.

        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.
        The Company has completed its high-level IFRS impact study and
        established a preliminary timeline for the execution and completion
        of the conversion project. The impact of IFRS on the Company's
        consolidated financial statements is not reasonably determinable at
        this time.

    3.  RELATED PARTIES

        The Company paid a management fee of $165,000 (2008 - $165,000) to
        Bonterra Energy Corp. (Bonterra Corp.) (a wholly owned subsidiary of
        Bonterra Oil & Gas Ltd. (Bonterra O&G) a publicly traded oil and gas
        corporation on the Toronto Stock Exchange) a company that has common
        directors and management with the Company. The Company also shares
        office rental costs and reimburses Bonterra Corp. for costs related
        to employee benefits and office materials. These costs have been
        included in general and administrative expenses.

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

        As at June 30, 2009, the Company had an account payable to Bonterra
        Corp. of $75,000 (December 31, 2008 - $56,000).

        During the first quarter of 2009, the Company loaned Bonterra Corp.
        $12,000,000. The funds presently bear interest at 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 Corp.'s bank debt and is unsecured. The loan is payable upon
        demand subject to availability under Bonterra Corp.'s line of credit.
        Bonterra Corp. has sufficient room under its line of credit to repay
        the loan. Interest earned on the loan during the first half of 2009
        was $79,000.

        The Company, at June 30, 2009, owns 204,633 (December 31, 2008 -
        204,633) shares in Bonterra O&G representing just over one percent of
        the outstanding shares of Bonterra O&G. The shares have a fair value
        of $4,482,000 (December 31, 2008 - $3,534,000). In 2009, the Company
        received investment income of $160,000 (2008 - $250,000).

        The Company, at June 30, 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 June 30, 2009,
        the common shares have a fair value of $48,000 (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.

    4.  INCOME TAXES

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

                                                       June 30,  December 31,
                                                          2009          2008
        ($ 000s)                                        Amount        Amount
        ---------------------------------------------------------------------
        Future income tax assets:
          Capital assets                                 1,686         5,090
          Investments                                      112          (207)
          Asset retirement obligations                     193           190
          Share issue costs                                692           807
          Loss carry-forward                               769         1,104
          Other                                             72            72
        ---------------------------------------------------------------------
                                                         3,524         7,056
        ---------------------------------------------------------------------

        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        Amount
                                                Utilization (%)        ($000)
        ---------------------------------------------------------------------
        Undepreciated capital costs                     10-100         3,074
        Foreign exploration expenditures                    10           746
        Share issue costs                                   20         2,701
        Earned depletion expenses (successored)             25         2,299
        Canadian development expenditures                   30        21,682
        Non-capital loss carried forward(1)                100         2,747
        Canadian exploration expenditures
         (successored)                                     100        33,368
        Canadian exploration expenditures                  100        50,620
        ---------------------------------------------------------------------
                                                                     117,237
        ---------------------------------------------------------------------
        (1) The non-capital losses expire $2,235,000 in 2010 and $512,000 in
            2029.

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

    5.  SHARE CAPITAL

        Authorized

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

        Issued

                                                               2009
                                                                      Amount
                                                        Number         ($000)
        ---------------------------------------------------------------------
        Common Shares
        Balance, January 1, 2009                    52,706,531       108,502
        Future tax adjustment on renouncement
         of tax pools                                        -        (3,480)
        ---------------------------------------------------------------------
        Balance, June 30, 2009                      52,706,531       105,022
        ---------------------------------------------------------------------

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

        Contributed surplus

        ($ 000s)                                          2009          2008
        ---------------------------------------------------------------------
        Balance, January 1                               3,508         2,620
        Stock-based compensation expensed (non-cash)       480           439
        Stock-based compensation transferred to share
         capital on exercise of stock options (non-cash)     -           (54)
        ---------------------------------------------------------------------
        Balance, June 30                                 3,988         3,005
        ---------------------------------------------------------------------

        The number of shares used to calculate diluted net earnings per share
        for the periods ended June 30:

                                      Three Months             Six Months
                                    2009        2008        2009        2008
        ---------------------------------------------------------------------
        Basic shares
         outstanding          52,706,531  48,225,920  52,706,531  47,418,945
        Dilutive effect
         of share options              -     805,218           -     841,703
        ---------------------------------------------------------------------
        Diluted shares
         outstanding          52,706,531  49,031,138  52,706,531  48,260,648
        ---------------------------------------------------------------------

        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 June 30, 2009 was 5,270,653 (December 31, 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 generally 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
        June 30, 2009 and December 31, 2008 and changes during the six months
        ended June 30, 2009 and year ended December 31, 2008 is presented
        below:

                                    June 30, 2009         December 31, 2008
        ---------------------------------------------------------------------
                                            Weighted-               Weighted-
                                             Average                 Average
                                            Exercise                Exercise
                                 Options       Price     Options       Price
        ---------------------------------------------------------------------
        Outstanding at
         beginning of period   2,890,500      $ 4.11   2,141,000      $ 3.40
        Options issued            22,500        3.20     812,000        5.85
        Options exercised              -           -     (62,500)       2.74
        Options cancelled        (18,000)       4.71           -           -
        ---------------------------------------------------------------------
        Outstanding at end
         of period             2,895,000      $ 4.11   2,890,500      $ 4.11
        ---------------------------------------------------------------------
        Options exercisable
         at end of period      1,406,000      $ 3.42   1,290,000      $ 3.32
        ---------------------------------------------------------------------

        The following table summarizes information about options outstanding
        at June 30, 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           06/30/09         Life      Price     06/30/09     Price
    -------------------------------------------------------------------------
    $3.20 to $3.60  1,853,000    0.7 years      $3.20    1,250,500     $3.20
      4.70 to 5.30    225,000    1.7 years       5.06      120,000      5.03
      5.40 to 5.90    767,000    2.0 years       5.84       18,000      5.49
      6.00 to 6.30     50,000    1.9 years       6.03       17,500      6.04
    -------------------------------------------------------------------------
    $3.20 to $6.30  2,895,000    1.1 years      $4.11    1,406,000     $3.42
    -------------------------------------------------------------------------

        The Company records a 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:

                                                       June 30,  December 31,
                                                          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


    6.  ACCUMULATED OTHER COMPREHENSIVE INCOME

                                                         Other
                                                        Compre-
                                       January 1,      hensive       June 30,
        ($ 000s)                            2009        Income          2009
        ---------------------------------------------------------------------
        Unrealized gains net of tax on
         available-for-sale investments      931         1,287         2,218
        ---------------------------------------------------------------------

                                                         Other
                                                        Compre-
                                       January 1,      hensive   December 31,
                                            2008          Loss          2008
        ---------------------------------------------------------------------
        Unrealized gains (losses) net
         of tax 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 O&G (formerly Bonterra
        Energy Income Trust) shares on Bonterra O&G's conversion 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 on gain on investments ($514,000) in other
        comprehensive income.

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

    7.  BUSINESS SEGMENT INFORMATION

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

                                     Three Months ended     Six Months ended
                                           June 30               June 30
        ---------------------------------------------------------------------
        ($ 000s)                       2009       2008       2009       2008
        ---------------------------------------------------------------------
        Gross revenue
          Mineral exploration            77        136        116        328
          Oil and Gas                   472      1,178      1,035      2,192
        ---------------------------------------------------------------------
                                        549      1,314      1,151      2,520
        ---------------------------------------------------------------------

        Depletion, depreciation,
         accretion, and abandonment
          Mineral exploration           126         36        248         73
          Oil and Gas                    62         60        131        125
        ---------------------------------------------------------------------
                                        188         96        379        198
        ---------------------------------------------------------------------

        Net earnings (loss)
          Mineral exploration        (1,148)     1,148     (1,669)       892
          Oil and Gas                   164        453        353        807
        ---------------------------------------------------------------------
                                       (984)     1,601     (1,316)     1,699
        ---------------------------------------------------------------------

        Property and equipment
         expenditures
          Mineral exploration         3,851      8,749      6,973     17,198
          Oil and Gas                   184         41        348         59
        ---------------------------------------------------------------------
                                      4,035      8,790      7,321     17,257
        ---------------------------------------------------------------------

        Total assets (2008 amounts
         as of December 31, 2008)
          Mineral exploration                             120,121    126,553
          Oil and Gas                                       6,863      5,812
        ---------------------------------------------------------------------
                                                          126,984    132,365
        ---------------------------------------------------------------------

    8.  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;
        -   Common share investments;
        -   Payables;

        The Company's activities result in exposure to a number of financial
        risks including market risk (commodity price risk, interest rate
        risk, 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 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 West
        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 June 30, 2009      As at December 31, 2008
        ---------------------------------------------------------------------
                       Carrying     Fair     Face  Carrying    Fair     Face
        ($ 000s)          Value    Value    Value     Value   Value    Value
        ---------------------------------------------------------------------
        Financial assets
        Accounts
         receivable         270      270      274      817      817      906
        Loan to related
         party           12,000   12,000   12,000        -        -        -
        Investments       4,530    4,530        -    3,621    3,621        -
        ---------------------------------------------------------------------
        Financial
         liabilities
        Accounts payable
         and accrued
         liabilities      2,202    2,202    2,202    4,566    4,566    4,566
        ---------------------------------------------------------------------

        The budgeted capital expenditure to working capital base figures for
        June 30, 2009 and December 31, 2008 are presented below:

                                                       June 30,  December 31,
        ($ 000s)                                          2009          2008
        ---------------------------------------------------------------------
        Budgeted capital expenditure(1)                 12,000        12,500
        ---------------------------------------------------------------------
        Number of months budgeted                            9            12
        ---------------------------------------------------------------------
        Current assets                                  17,686        26,495
        Current liabilities                             (2,202)       (4,566)
        ---------------------------------------------------------------------
        Working capital                                 15,484        21,929
        ---------------------------------------------------------------------
        Budgeted capital expenditure to
         working capital base                              0.8           0.6
        ---------------------------------------------------------------------
        Working capital to budgeted capital
         expenditure (in months)                          11.6          21.1
        ---------------------------------------------------------------------
        (1) Budgeted capital expenditure represents the Company's estimated
            future nine months (December 31, 2008 - twelve months) capital
            expenditures and may materially change between quarters. Actual
            capital expenditure from quarter to quarter can be materially
            different from the budgeted capital expenditure.

        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.

        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 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.

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

        The Company has no foreign operations and currently sells all of its
        product sales in Canadian currency. The Company has a U.S. cash
        balance and earns an insignificant amount of interest on its U.S.
        bank account. Comaplex does not mitigate CAD/USD 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 the loans and investments are only with entities
            that have common management with the Company.

        Of the accounts receivable balance at June 30, 2009 ($270,000) and
        December 31, 2008 ($817,000) over 90 percent relates to product sales
        with major oil and gas marketing companies all of which have always
        paid within 30 days, amounts due from the government of Canada for
        goods and services tax credits and interest from a related party.

        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 production facility 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
            West Project."

    9.  SUBSEQUENT EVENT - SHARE ISSUANCE

        On August 5, 2009, the Company announced a bought deal financing for
        5,530,000 common shares at a price of $4.25 per common share for
        gross proceed of $23,502,500. It is estimated that net proceeds will
        be approximately $22,200,000. The financing is expected to close on
        or about August 25, 2009.
    

    %SEDAR: 00001166E




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, Mark J. Balog, Chief
Operating Officer, or Kirsten Kulyk, Manager - Investor Relations at (403)
265-2846 or info@comaplex.com

Organization Profile

COMAPLEX MINERALS CORP.

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