Comaplex Minerals Corp. Announces Third Quarter 2009 Results

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

CALGARY, Nov. 12 /CNW/ - Comaplex Minerals Corp. (TSX: CMF) is pleased to announce its financial and operational results for the three months and nine months ended September 30, 2009.

    
    Financial and Operational Highlights

                                              Three Months      Nine Months
                                                 Ended             Ended
                                              September 30      September 30
                                             2009     2008     2009     2008
    -------------------------------------------------------------------------

    Financial ($000, except $ per share)
    Revenue
      Mineral Division                         59      328      175      656
      Oil and Gas Division                    367      948    1,349    2,651
    Cash Flow from Operations                 202      774      165    1,916
      Per Share Basic                        0.00     0.01     0.00     0.04
      Per Share Diluted                      0.00     0.01     0.00     0.04
    Net Earnings (loss)                      (397)      95   (1,713)   1,794
      Per Share Basic                       (0.01)    0.00    (0.03)    0.04
      Per Share Diluted                     (0.01)    0.00    (0.03)    0.04
    Capital Expenditures
      Mineral Division                      5,684    9,559   12,657   26,757
      Oil and Gas Division                    112      115      460      174
    Total Assets
      Mineral Division                                      144,245  127,725
      Oil and Gas Division                                    7,837    8,687
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrels of Oil Equivalent (BOE)
     per Day(1)                               139      179      157      176
    -------------------------------------------------------------------------

    (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 (Comaplex or the Company) is pleased to report its operating and financial results for the three months and nine months ended September 30, 2009.

Comaplex continued to make significant progress during the third quarter of 2009 in advancing its high-grade Meliadine West gold project towards completion of a Feasibility Study and a production decision thereafter. The Company continues to be very encouraged by the progress and results obtained to date.

Strong drilling results and robust gold prices have assisted in increasing share value for Comaplex. The higher pricing environment continues to provide additional incentive for the rapid advancement of the Meliadine project and will result in less dilution to existing shareholders when future financings are completed.

Financial and Budgeting

Comaplex's working capital position at September 30, 2009 was approximately $33.3 million, including the value of liquid investments of approximately $5.5 million.

During the third quarter, 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 ($22.7 million net). The proceeds will be used for the further exploration and development of the Meliadine properties and for general corporate purposes.

Comaplex has completed its 2009 Meliadine West exploration program which consisted of the completion of a preliminary assessment during the first quarter of 2009, a 23,600 meter drill program to increase and upgrade its gold resource and the commencement of studies required for a Feasibility Study which will be completed in the fourth quarter of 2009. Comaplex expects to begin initiation of a full Feasibility Study during the first quarter of 2010.

The current 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 and provides the necessary financing for the Company in 2010 to complete Feasibility and if positive, obtain permitting to commence with the development of facilities.

Meliadine West Project Update

An aggressive exploration program was completed on the Meliadine West property in 2009 with approximately 85 percent of the $13.9 million capital expenditure budget being spent on this property.

The 2009 drilling program of 23,600 meters was completed in mid-September with 109 holes drilled consisting of 33 holes (2,712 meters) in F Zone, 35 holes (16,732 meters) in Tiriganiaq, 16 holes (3,013 meters) in reconnaissance and 25 geotechnical holes (1,143 meters).

The 2009 program results continue to underscore the high-quality nature of the Meliadine West property and its exploration upside. Drilling in the Western Deeps portion of the Tiriganiaq gold deposit was very successful with additional gold mineralization outlined in the 1255 lode and delineation of multiple mineralized surfaces in the 1150 series of lodes. Gold mineralization in the 1153 lode has been extended over more than 800 meters of plunge/strike length with a gold tenor comparable to the 1255 lode. Additional mineralized surfaces in the 1154 and 1152 lodes are also expected to add to the resource base. All of the lodes are open down plunge to the west and drilling in the Western Deeps also intersected strong gold mineralization in several new lodes that will be targets for delineation drilling in 2010.

F Zone drilling was undertaken to increase the open pit resource base in the zone with a goal of moving as much of the potential open pit resources as possible to the indicated category for inclusion in the Feasibility study. The assay results were very positive with widening of existing mineralization and addition of new open pittable zones in the deposit.

Meliadine East Project Update

Drilling results from the 2009 drilling program for the Discovery deposit were recently released. The Discovery deposit is located approximately 15 kilometers east of the Tiriganiaq gold deposit, located on the Meliadine West property and is owned 50 percent by Comaplex and 50 percent by Meliadine Resources Ltd., who is the operator.

The 2009 drilling program at Meliadine East was concentrated on the Discovery gold deposit with the primary goal of testing the margins of the potential open pit resources in the deposit. A total of 3,007 meters in 24 drill holes were completed, including ten geotechnical holes. Further evaluation work is presently being conducted on this property.

Note: Detailed drill results from the 2009 programs at both Meliadine West and Meliadine East were press released as results were obtained and can be accessed on SEDAR or the Company's website at www.comaplex.com.

Interim Studies

Golder Associates is presently in the process of processing and compiling geotechnical, geochemical and environmental data completed on the two gold deposits in the Meliadine West (Tiriganiaq and F Zone) and on the Discovery deposit on the Meliadine East property. These studies are required and will be used in the Feasibility Study and the regulatory/permitting documentation.

Comaplex is nearing completion of a Preliminary Project Description (PPD) for the regulators. Comaplex anticipates filing this document in the fourth quarter of 2009 which represents the first major step in permitting the Meliadine gold project.

Future Resource Estimates

Comaplex will incorporate the 2009 drill results into updated resource estimates for the F Zone and Tiriganiaq deposits at Meliadine West. The Company also plans to complete an updated resource estimate for the Discovery deposit on Meliadine East and new resource estimates on the Wolf and Pump gold deposits on the Meliadine West property. Comaplex has not released resource estimates on either of these deposits although they have undergone considerable drilling by Western Mining Corporation in the latter half of the 1990's. This work will form the basis for drill testing of the two deposits in 2010. Comaplex anticipates releasing these updated and new resource estimates prior to the end of the fourth quarter of 2009.

Outlook

Comaplex continues to rapidly advance the project towards completion of Feasibility and permitting applications. Present studies are proceeding as planned and should be completed as scheduled in 2009. The Company is adequately financed to complete Feasibility and permitting.

    
    (signed)

    George F. Fink
    President, Chief Executive Officer and Director
    

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 nine months ended September 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 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 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.

    
    Financial and Operational Discussion

    QUARTERLY COMPARISONS

                                      2009                     2008
    -------------------------------------------------------------------------
                                Q3     Q2     Q1     Q4     Q3     Q2     Q1

    Financial ($000, except
     $ per share)
    Revenue
      Mineral Division          59     77     39    152    328    136    192
      Oil and Gas Division     367    425    557    817    948    914    789
    Cash Flow from Operations  202   (358)   321    336    774    421    721
      Per Share Basic         0.00  (0.01)  0.01   0.01   0.01   0.01   0.02
      Per Share Diluted       0.00  (0.01)  0.01   0.01   0.01   0.01   0.02
    Net Earnings (Loss)       (397)  (984)  (332)   328     95  1,601     98
      Per Share Basic        (0.01) (0.02) (0.01)  0.01   0.00   0.03   0.00
      Per Share Diluted      (0.01) (0.02) (0.01)  0.01   0.00   0.03   0.00
    Capital Expenditures
     and Acquisitions
      Mineral Division       5,684  3,851  3,122  8,292  9,559  8,749  8,449
      Oil and Gas Division     112    184    164    253    115     41     18
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Oil and Gas Operations
    Barrels of Oil Equivalent
     (BOE) per day(1)          139    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          Nine months ended
                       September    June 30, September  September  September
    ($ 000s)            30, 2009       2009   30, 2008   30, 2009   30, 2008
    -------------------------------------------------------------------------

    Revenue:
      Mineral Division        59         77        328        175        656
      Oil and Gas Sales      369        394      1,002      1,244      2,944
      Investment income       86         78        196        246        446
    -------------------------------------------------------------------------
    Gross Revenue            514        549      1,526      1,665      4,046
    -------------------------------------------------------------------------

    Average Realized
     Prices:
      Natural gas
       (per MCF)            3.48       3.76       9.11       4.20       9.13
      Natural gas liquids
       (per barrel)        49.62      41.13      82.20      37.04      84.83
    -------------------------------------------------------------------------
    

The mineral revenue decrease of $481,000 for the first nine months of 2009 compared to the first nine months of 2008, was mainly due to a combination of lower interest rates on cash invested and reduced cash balances. Revenues from mineral operations in the third quarter of 2009 decreased from the second quarter of 2009 ($18,000). This decrease is attributable to a lower interest rate on an advance of $12,000,000 to Bonterra Energy Corp. (see related party section). This rate of Canadian Chartered Bank prime less 0.25 percent is substantially higher than rates which could have been obtained from banks 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 nine months ended September 30, 2009 decreased compared to both the three months ended June 30, 2009 and the nine months ended September 30, 2008 due to decreases in commodity prices for natural gas and lower 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 September 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.

    
    Production

                              Three months ended          Nine months ended
                       September    June 30, September  September  September
                        30, 2009       2009   30, 2008   30, 2009   30, 2008
    -------------------------------------------------------------------------

    Natural gas
     (MCF per day)           602        672        846        718        832
    Natural gas liquids
     (barrels per day)        39         43         38         37         37
    Total BOE per day        139        150        179        157        176
    -------------------------------------------------------------------------

    The Company anticipates an approximate 12 percent annual decline rate in
2009 from its existing production. The decline rate for the first nine months
of 2009 was partially offset from production from drilling on the Garrington
Elkton property. The above mentioned dispute will also impact production
volumes by 10 BOE per day until the situation is resolved.

    Royalties

                              Three months ended          Nine months ended
                       September    June 30, September  September  September
    ($ 000s)            30, 2009       2009   30, 2008   30, 2009   30, 2008
    -------------------------------------------------------------------------

    Crown royalties           70         30        199         77        566
    Gross overriding
     royalties                18         17         51         64        173
    -------------------------------------------------------------------------
    Total royalty expense     88         47        250        141        739
    -------------------------------------------------------------------------
    

Crown royalties for the first nine months of 2009 decreased by $489,000 from the first nine 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 third quarter of 2009 increased by $40,000 over the second quarter of 2009. The increase was due to crown royalty adjustments in Q2 2009 for capital allowance on the Garrington gas plant and higher liquid prices in Q3 2009. The decrease in gross overriding royalties for first three quarters of 2009 over the three quarters of 2008 is due to decreased commodity prices on production from wells subject to gross overriding royalties.

    
    Production Costs

                              Three months ended          Nine months ended
                       September    June 30, September  September  September
    ($ 000s)            30, 2009       2009   30, 2008   30, 2009   30, 2008
    -------------------------------------------------------------------------

    Production costs -
     natural gas/NGLs        266        116        400        571        679
    $ per BOE              20.73       8.58      24.25      13.32      14.11
    -------------------------------------------------------------------------

    Production costs for the first nine months of 2009 over the first nine
months of 2008 decreased by $108,000. The decrease relates primarily to lower
production volumes. The increase in Q3 2009 production costs over the second
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.

    General and Administrative (G&A) Costs

                              Three months ended          Nine months ended
                       September    June 30, September  September  September
    ($ 000s)            30, 2009       2009   30, 2008   30, 2009   30, 2008
    -------------------------------------------------------------------------

    G&A costs -
     Minerals Division       263        447        294      1,018        997
    G&A costs - Oil
     and Gas Division         36         37         29        107        119
    -------------------------------------------------------------------------
    Total G&A                299        484        323      1,125      1,116
    -------------------------------------------------------------------------
    

Mineral division G&A for the first nine months of 2009 over the first nine months of 2008 increased by $21,000. This was mainly due to increased Q2 costs relating to continuous disclosure costs, investor relations costs, software costs and employee benefit costs relating to a reassessment of two of the Company's contract personal. The preceding increases in the first three quarters of 2009 versus 2008 G&A costs was partially offset by an $82,000 provision for bad debts in 2008 compared to a $3,000 provision in 2009.

G&A costs related to the mineral division decreased by $184,000 from Q3 2009 to Q2 2009 due to the above reasons. Oil and gas division G&A costs have remained relatively unchanged.

Foreign Exchange Loss (Gain)

The foreign exchange gain decreased by $97,000 for the first nine months of 2009 compared to the same period in 2008. The loss (gain) on foreign exchange results from fluctuations in the exchange rate between Canadian and U.S. dollars on U.S. funds held in an interest bearing cash account. This reduction also was attributable to a significant reduction in the U.S. cash position in the first three quarters of 2009 compared to the first three quarters 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 $727,000 in the first nine months of 2009 from $700,000 for the first nine months 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 September 30, 2009, the Company had $760,000 of unamortized stock-based compensation to be expensed over the next two years.

    
    Depletion, Depreciation and Accretion Expense

                              Three months ended          Nine months ended
                       September    June 30, September  September  September
    ($ 000s)            30, 2009       2009   30, 2008   30, 2009   30, 2008
    -------------------------------------------------------------------------

    Depletion,
     depreciation and
     accretion expense       187        188        111        566        309
    -------------------------------------------------------------------------
    

The increase in depletion, depreciation and accretion expense for the nine months of 2009 compared with the first nine months of 2008 was due primarily to $301,000 of depreciation related to tangible mining equipment purchased during the fourth quarter of 2008. No mineral property abandonment costs were incurred in the first nine 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 September 30, 2009 totalled $124,487,000 and consist of the following pool balances.

    
                                      Rate of Utilization %   Amount ($ 000s)
    -------------------------------------------------------------------------
    Undepreciated capital costs                      10-100            3,093
    Foreign exploration expenditures                     10              726
    Share issue costs                                    20            3,579
    Earned depletion expenses (successored)              25            2,299
    Canadian development expenditures                    30           21,778
    Non-capital loss carryforward(1)                    100            3,344
    Canadian exploration expenditures (successored)     100           33,368
    Canadian exploration expenditures                   100           56,300
    -------------------------------------------------------------------------
                                                                     124,487
    -------------------------------------------------------------------------

    (1) The non-capital losses expire $2,235,000 in 2010 and $1,109,000 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          Nine months ended
                       September    June 30, September  September  September
    ($ 000s)            30, 2009       2009   30, 2008   30, 2009   30, 2008
    -------------------------------------------------------------------------

    Net earnings (loss)     (397)      (984)        95     (1,713)     1,794
    -------------------------------------------------------------------------
    

Net earnings (loss) for the first nine months of 2009 decreased by $3,507,000 from the first nine months 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 decreased in Q3 2009 compared to Q2 2009 mostly due to the future income tax adjustments and lower general and administrative costs, which was partially offset by an oil and gas thirteen month equalization adjustment in Q3 and lower production and commodity prices for natural gas.

Other Comprehensive Income

Other comprehensive income relates entirely to the mark to market valuation on the Company's investments in Bonterra Oil & Gas Ltd. (Bonterra O&G) and Pine Cliff Energy Ltd. (Pine Cliff). During the first three quarters of 2009, the market price of Bonterra O&G increased by approximately fifty-four percent (twenty-one percent for the third quarter of 2009 over the second quarter of 2009) resulting in an increase in the carrying value of Comaplex's investments of $1,888,000 ($979,000 for Q3 2009). This resulted in increases of other comprehensive income for the first three quarters of 2009 of $1,610,000 ($837,000 for Q3 2009) net of tax. In addition the Company elected to recognize a tax gain of $3,510,000 on its investment in Bonterra O&G 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          Nine months ended
                       September    June 30, September  September  September
    ($ 000s)            30, 2009       2009   30, 2008   30, 2009   30, 2008
    -------------------------------------------------------------------------

    Cash flow from
     operations              202       (358)       774        165      1,916
    -------------------------------------------------------------------------
    

Cash flow from operations decreased by 91 percent in the first nine months of 2009 compared to the first nine months of 2008. The decrease was primarily due to decreased oil and gas revenue resulting from lower commodity prices and production, as well as reduced interest income. The cash flow increase from Q3 2009 of $560,000 from Q2 2009 was primarily due to an increase in non-cash working capital.

Liquidity and Capital Resources

At September 30, 2009, the Company had a working capital position of $33,317,000 (December 31, 2008 - $21,929,000). These numbers include the value of liquid investments of $5,509,000 at September 30, 2009 (December 31, 2008 - $3,621,000).

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 after share issuance costs of $22,207,500. The proceeds of the placement will be used for the further exploration and development of the Meliadine properties and for general corporate purposes.

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 current 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 this year and for 2010. 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 $247,500 (2008 - $247,500). 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 September 30, 2009, the Company had an account payable to Bonterra Corp. of $75,000 (December 31, 2008 - $56,000).

The Company at September 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 $5,443,000 (December 31, 2008 - $3,534,000). In 2009, the Company received investment income of $246,000 (2008 - $446,000).

During the first quarter of 2009, the Company loaned Bonterra Corp. $12,000,000. The funds presently bear interest at Canadian Chartered Bank Prime 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. 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 September 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 September 30, 2009 the common shares have a fair value of $66,000 (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 September 30, 2009 and December 31, 2008
    (unaudited)
    ($ 000s)                                                2009        2008
    -------------------------------------------------------------------------
    Assets
    Current
      Cash                                                18,654      21,870
      Accounts receivable                                    447         817
      Prepaid expenses                                       162         187
      Loan to related party (Note 3)                      12,000           -
      Investments (Note 3)                                 5,509       3,621
    -------------------------------------------------------------------------
                                                          36,772      26,495
    Future Income Tax Asset (Note 4)                       3,917       7,056
    Property and Equipment
      Property and equipment                             119,930     106,813
      Accumulated depletion, depreciation
       and amortization                                   (8,537)     (7,999)
    -------------------------------------------------------------------------
    Net Property and Equipment                           111,393      98,814
    -------------------------------------------------------------------------
                                                         152,082     132,365
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Liabilities
    Current
      Accounts payable and accrued liabilities (Note 3)    3,455       4,566
    Asset Retirement Obligations                             747         740
    -------------------------------------------------------------------------
                                                           4,202       5,306
    -------------------------------------------------------------------------
    Shareholders' Equity (Note 5)
      Share capital                                      128,400     108,502
      Contributed surplus                                  4,020       3,508
    -------------------------------------------------------------------------
                                                         132,420     112,010
    -------------------------------------------------------------------------
      Retained earnings                                   12,405      14,118
      Accumulated other comprehensive income (Note 6)      3,055         931
    -------------------------------------------------------------------------
                                                          15,460      15,049
    -------------------------------------------------------------------------
      Total Shareholders' Equity                         147,880     127,059
    -------------------------------------------------------------------------
                                                         152,082     132,365
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Consolidated Statements of Earnings (Loss) and Retained Earnings

    For the Periods Ended September 30
    (unaudited)
                                              Three Months       Nine Months
    ($ 000s except $ per share)              2009     2008     2009     2008
    -------------------------------------------------------------------------

    Minerals Division
      Interest                                 59      266      175      571
      Loss on sale of property and
       investments                              -        -        -      (38)
      Mineral production royalty                -       62        -      123
    -------------------------------------------------------------------------
                                               59      328      175      656
    -------------------------------------------------------------------------
    Oil and Gas Division
      Oil and gas sales                       369    1,002    1,244    2,944
      Royalties                               (88)    (250)    (141)    (739)
      Investment income (Note 3)               86      196      246      446
    -------------------------------------------------------------------------
                                              367      948    1,349    2,651
    -------------------------------------------------------------------------
    Total Net Revenue                         426    1,276    1,524    3,307
    -------------------------------------------------------------------------
    Expenses
      Oil and gas production costs            266      400      571      679
      General and administrative (Note 3)
        Minerals division                     263      294    1,018      997
        Oil and gas division                   36       29      107      119
      Foreign exchange loss (gain)              6      (58)       -      (97)
      Stock-based compensation (Note 5)       247      261      727      700
      Depletion, depreciation and accretion   187      111      566      309
    -------------------------------------------------------------------------
                                            1,005    1,037    2,989    2,707
    -------------------------------------------------------------------------
    Earnings (Loss) Before Taxes             (579)     239   (1,465)     600
    -------------------------------------------------------------------------
    Income Taxes (Recovery)
      Current                                   -        -        -        -
      Future (Note 6)                        (182)     144      248   (1,194)
    -------------------------------------------------------------------------
                                             (182)     144      248   (1,194)
    -------------------------------------------------------------------------
    Net Earnings (Loss) for the Period       (397)      95   (1,713)   1,794
    Retained earnings, beginning
     of period                             12,802   13,695   14,118   11,996
    -------------------------------------------------------------------------
    Retained Earnings, End of Period       12,405   13,790   12,405   13,790
    -------------------------------------------------------------------------
    Net Earnings (Loss) Per Share -
     Basic and Diluted                      (0.01)    0.00    (0.03)    0.04
    -------------------------------------------------------------------------


    Consolidated Statements of Comprehensive Income (Loss)

    For the Periods Ended September 30 (unaudited)

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

    Net earnings (loss) for the period       (397)      95   (1,713)   1,794
    -------------------------------------------------------------------------
    Other Comprehensive Income (Loss)
      Gain (loss) on investments              979   (1,096)   1,888    1,504
      Future taxes on loss (gain) on
       investments                           (142)     147     (278)    (237)
      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 6)                  -        -      514        -
    -------------------------------------------------------------------------
    Other Comprehensive Income (Loss)
     (Note 6)                                 837     (949)   2,124    1,272
    -------------------------------------------------------------------------
    Comprehensive Income (Loss)               440     (854)     411    3,066
    -------------------------------------------------------------------------
    Comprehensive Income (Loss)
     Per Share - Basic and Diluted           0.01    (0.02)    0.01     0.06
    -------------------------------------------------------------------------


    Consolidated Statements of Cash Flow

    For the Periods Ended September 30 (unaudited)

                                              Three Months       Nine Months
    ($ 000s)                                 2009     2008     2009     2008
    -------------------------------------------------------------------------
    Operating Activities
      Net earnings (loss) for the period     (397)      95   (1,713)   1,794
      Items not affecting cash
        Loss on sale of property
         and investments                        -        -        -       38
        Stock-based compensation              247      261      727      700
        Depletion, depreciation and
         accretion                            187      111      566      309
        Unrealized foreign exchange gain        -      (58)       -      (97)
        Future income taxes (recovery)       (182)     144      248   (1,194)
    -------------------------------------------------------------------------
                                             (145)     553     (172)   1,550
    -------------------------------------------------------------------------
    Change in non-cash operating
     working capital items
        Accounts receivable                  (177)      20      370      (86)
        Prepaid expenses                       22       67       25       57
        Accounts payable and accrued
         liabilities                          516      135      (37)     398
    Asset retirement obligations settled      (14)      (1)     (21)      (3)
    -------------------------------------------------------------------------
                                              347      221      337      366
    -------------------------------------------------------------------------
    Cash Provided By Operating Activities     202      774      165    1,916
    -------------------------------------------------------------------------
    Financing Activities
      Issue of shares pursuant to
       private placements                  23,502        -   23,502   35,310
      Share option proceeds                   603        9      603      171
      Share issue costs                    (1,296)       6   (1,296)  (2,376)
    Changes in non-cash working capital
        Accounts payable and
         accrued liabilities                   49        -       49        -
    -------------------------------------------------------------------------
    Cash Provided By Financing Activities  22,858       15   22,858   33,105
    -------------------------------------------------------------------------
    Investing Activities
      Mineral exploration property and
       equipment expenditures              (5,684)  (9,559) (12,657) (26,757)
      Oil and gas property and equipment
       expenditures                          (112)    (115)    (460)    (174)
      Loan to related party                     -        -  (12,000)       -
      Investments sold                          -        -        -       57
    Changes in non-cash working capital
        Accounts payable and
         accrued liabilities                  688      184   (1,122)   2,783
    -------------------------------------------------------------------------
    Cash Used in Investing Activities      (5,108)  (9,490) (26,239) (24,091)
    -------------------------------------------------------------------------
    Foreign Exchange Gain on Cash Held
     in Foreign Currency                        -       58        -       97
    -------------------------------------------------------------------------
    Net Cash Inflow (Outflow)              17,952   (8,643)  (3,216)  11,027
    Cash, Beginning of Period                 702   40,657   21,870   20,987
    -------------------------------------------------------------------------
    Cash, End of Period                    18,654   32,014   18,654   32,014
    -------------------------------------------------------------------------
    Cash interest paid                          -        -        -        -
    Cash taxes paid                             -        -        -        -


    Notes to the Consolidated Interim Financial Statements

    Periods ended September 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 nine
        months ended September 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.

        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.

        Recent and Pending Accounting Pronouncements

        In September 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.

        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 $247,500 (2008 - $247,500) 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 that is listed on the Toronto Stock Exchange) a company
        that has common directors and management with 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. 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.

        As at September 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. 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 Corp.'s bank debt and is unsecured.
        The loan is payable upon demand subject to availability under
        Bonterra Corp.'s line of credit. As at September 30, 2009, Bonterra
        Corp. has sufficient room under its line of credit to repay the loan.
        Interest earned on the loan during the first nine months of 2009 was
        $134,000.

        The Company, at September 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 $5,443,000 (December 31, 2008 - $3,534,000). In 2009, the Company
        received investment income of $246,000 (2008 - $446,000).

        The Company, at September 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 September 30,
        2009, the common shares have a fair value of $66,000 (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 consideration
        established and agreed to by the related parties.

    4.  INCOME TAXES

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

        ($ 000s)                                  September 30,  December 31,
                                                          2009          2008
                                                        Amount        Amount
        ---------------------------------------------------------------------
        Future income tax assets:
          Capital assets                                 1,721         5,090
          Investments                                      (13)         (207)
          Asset retirement obligations                     191           190
          Share issue costs                                994           807
          Loss carry-forward                               923         1,104
          Other                                            101            72
        ---------------------------------------------------------------------
                                                         3,917         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         3,093
        Foreign exploration expenditures                    10           726
        Share issue costs                                   20         3,579
        Earned depletion expenses (successored)             25         2,299
        Canadian development expenditures                   30        21,778
        Non-capital loss carried forward(1)                100         3,344
        Canadian exploration expenditures (successored)    100        33,368
        Canadian exploration expenditures                  100        56,300
        ---------------------------------------------------------------------
                                                                     124,487
        ---------------------------------------------------------------------

        (1) The non-capital losses expire $2,235,000 in 2010 and $1,109,000
            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
        Issued pursuant to private placements        5,530,000        23,502
        Issue costs on private placements                             (1,296)
        Issued on exercise of stock options            188,000           603
        Transfer of contributed surplus to
         share capital                                                   215
        Future tax adjustment on share issue costs                       354
        Future tax adjustment on renouncement of
         tax pools                                                    (3,480)
        ---------------------------------------------------------------------
        Balance, September 30, 2009                 58,424,531       128,400
        ---------------------------------------------------------------------

        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)       727           439
        Stock-based compensation transferred to share
         capital on exercise of stock options (non-cash)  (215)          (54)
        ---------------------------------------------------------------------
        Balance, September 30                            4,020         3,005
        ---------------------------------------------------------------------

        The number of weighted average shares used to calculate basic and
        diluted net earnings per share for the periods ended September 30:

                                   Three Months             Nine Months
                                 2009        2008        2009        2008
        ---------------------------------------------------------------------
        Basic shares
         outstanding          54,982,118  52,705,661  53,470,597  49,194,330
        Dilutive effect of
         share options                 -     848,376           -     848,376
        ---------------------------------------------------------------------
        Diluted shares
         outstanding          54,982,118  53,554,037  53,470,597  50,042,706
        ---------------------------------------------------------------------

        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 September 30, 2009 was 5,842,453 (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.

        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 after share issuance
        costs of $22,207,500. The proceeds of the placement will be used for
        the further exploration and development of the Meliadine properties
        and for general corporate purposes.

        A summary of the status of the Company's stock option plan as of
        September 30, 2009 and December 31, 2008 and changes during the nine
        months ended September 30, 2009 and year ended December 31, 2008 is
        presented as follows:

                                September 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       (188,000)       3.21     (62,500)       2.74
        Options cancelled        (18,000)       4.71           -           -
        ---------------------------------------------------------------------
        Outstanding at end
         of period             2,707,000      $ 4.16   2,890,500      $ 4.11
        ---------------------------------------------------------------------
        Options exercisable
         at end of period      1,218,000      $ 3.46   1,290,000      $ 3.32
        ---------------------------------------------------------------------

        The following table summarizes information about options outstanding
        at September 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           09/30/09         Life      Price     09/30/09     Price
    -------------------------------------------------------------------------
    $3.20 to $3.60  1,665,000    0.5 years     $ 3.20    1,062,500    $ 3.20
    4.70 to 5.30      225,000    1.5 years       5.06      120,000      5.03
    5.40 to 5.90      767,000    1.8 years       5.84       18,000      5.49
    6.00 to 6.30       50,000    1.7 years       6.03       17,500      6.04
    -------------------------------------------------------------------------
    $3.20 to $6.30  2,707,000    0.9 years     $ 4.16    1,218,000    $ 3.46
    -------------------------------------------------------------------------

        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:

                                                  September 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  September 30,
        ($ 000s)                            2009        Income          2009
        ---------------------------------------------------------------------
        Unrealized gains net of
         tax on available-for-sale
         investments                         931         2,124         3,055
        ---------------------------------------------------------------------

                                                         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 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.

    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        Nine Months
                                              ended               ended
                                           September 30        September 30
        ---------------------------------------------------------------------
        ($ 000s)                          2009      2008      2009      2008
        ---------------------------------------------------------------------
        Gross revenue
          Mineral exploration               59       328       175       656
          Oil and Gas                      455     1,198     1,490     3,390
        ---------------------------------------------------------------------
                                           514     1,526     1,665     4,046
        ---------------------------------------------------------------------

        Depletion, depreciation,
         accretion, and abandonment
          Mineral exploration              109        38       357       111
          Oil and Gas                       78        73       209       198
        ---------------------------------------------------------------------
                                           187       111       566       309
        ---------------------------------------------------------------------

        Net earnings (loss)
          Mineral exploration             (388)     (327)   (2,057)      565
          Oil and Gas                       (9)      422       344     1,229
        ---------------------------------------------------------------------
                                          (397)       95    (1,713)    1,794
        ---------------------------------------------------------------------

        Property and equipment
         expenditures
          Mineral exploration            5,684     9,559    12,657    26,757
          Oil and Gas                      112       115       460       174
        ---------------------------------------------------------------------
                                         5,796     9,674    13,117    26,931
        ---------------------------------------------------------------------

        Total assets (2008 amounts as
         of December 31, 2008)
          Mineral exploration                              144,245   126,553
          Oil and Gas                                        7,837     5,812
        ---------------------------------------------------------------------
                                                           152,082   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;
        -  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 directive of the Board of
        Directors and management.

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

        The Company's objectives when managing capital, which includes
        current assets and long-term assets, 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 September 30, 2009    As at December 31, 2008
        ---------------------------------------------------------------------
                       Carrying     Fair     Face  Carrying    Fair     Face
        ($ 000s)          Value    Value    Value     Value   Value    Value
        ---------------------------------------------------------------------
        Financial assets
        Accounts
         receivable         447      447      455       817     817      906
        Loan to related
         party           12,000   12,000   12,000         -       -        -
        Investments       5,509    5,509        -     3,621   3,621        -
        ---------------------------------------------------------------------
        Financial
         liabilities
        Accounts payable
         and accrued
         liabilities      3,455    3,455    3,455     4,566   4,566    4,566
        ---------------------------------------------------------------------

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

                                                  September 30,  December 31,
        ($ 000s)                                          2009          2008
        ---------------------------------------------------------------------
        Budgeted capital expenditure(1)                 15,000        12,500
        ---------------------------------------------------------------------
        Number of months budgeted                           15            12
        ---------------------------------------------------------------------
        Current assets                                  36,772        26,495
        Current liabilities                             (3,455)       (4,566)
        ---------------------------------------------------------------------
        Working capital                                 33,317        21,929
        ---------------------------------------------------------------------
        Budgeted capital expenditure to
         working capital base                              0.5           0.6
        ---------------------------------------------------------------------
        Working capital to budgeted
         capital expenditure (in months)                  33.3          21.1
        ---------------------------------------------------------------------

        (1) Budgeted capital expenditure represents the Company's estimated
            future fifteen 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.

        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. No
        income tax effect has been calculated as the Company is expected to
        be non-taxable until January 1, 2015.

        A one percent change in the Canadian prime rate would increase or
        decrease annual cash flow by $306,000.

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

        Of the accounts receivable balance at September 30, 2009 ($447,000)
        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 is 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 these
        instruments. 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."
    

%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, 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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