Comaplex Minerals Corp.

Comaplex Minerals Corp.

November 14, 2007 23:59 ET

Comaplex Minerals Corp. Announces Nine Month 2007 Results

CALGARY, ALBERTA--(Marketwire - Nov. 14, 2007) -


Comaplex Minerals Corp. ( (TSX:CMF) is pleased to announce its financial and oil and gas operational results for the nine months ended September 30, 2007.

Financial and Operational Highlights
Three Months Ended Nine Months Ended
September 30 September 30
2007 2006 2007 2006
Financial ($000,
except $ per share)
Mineral Division 288 618 784 1,226
Oil and Gas Division 671 701 2,211 2,618
Funds Flow from
Operations(1) 632 549 1,746 1,781
Per Share Basic 0.01 0.01 0.04 0.05
Per Share Diluted 0.01 0.01 0.04 0.05
Net Earnings (40) 650 (481) 1,470
Per Share Basic (0.00) 0.02 (0.01) 0.04
Per Share Diluted (0.00) 0.02 (0.01) 0.04
Capital Expenditures
Mineral Division 9,344 3,250 16,153 8,012
Oil and Gas Division 71 9 194 138
Total Assets
Mineral Division 82,836 52,590
Oil and Gas Division 10,117 4,648
Oil and Gas Operations
Barrel of Oil Equivalent
per Day(2) 195 249 206 299
(1) Funds flow from operations is not a recognized measure under GAAP.

Management believes that in addition to net earnings, funds flow from
operations is a useful supplemental measure as it demonstrates the
Company's ability to generate the cash necessary to fund future
growth through capital investment. Investors are cautioned, however,
that this measure should not be construed as an indication of the
Company's performance. The Company's method of calculating this
measure may differ from other issuers and accordingly, it may not be
comparable to that used by other issuers. For these purposes, the
Company defines funds flow from operations as funds provided by
operations before changes in non-cash operating working capital

(2) BOE's are calculated using a conversion ratio of 6 MCF to 1 barrel of
oil. The conversion is based on an energy equivalency conversion
method primarily applicable at the burner tip and does not represent
a value equivalency at the wellhead and as such may be misleading if
used in isolation.

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, 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; equipment and labour shortages and inflationary costs; general economic conditions; industry conditions; changes in applicable environmental, taxation and other laws and regulations as well as how such laws and regulations are interpreted and enforced; the ability of mineral companies to raise capital; the effect of weather conditions on operations and facilities; the existence of operating risks; volatility of precious metals and oil and natural gas prices; precious metal and oil and gas product supply and demand; risks inherent in the ability to generate sufficient cash flow from operations to meet current and future obligations; increased competition; stock market volatility; opportunities available to or pursued by us; and other factors, many of which are beyond our control.

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, 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.

General Discussion

The Company is pleased to report its financial and operations results for the first nine months of 2007 and the progress it has made with regard to its exploration plans for 2007. At September 30, 2007 the Company had working capital of $23,311,000 and along with the Company's funds flow is adequately financed to complete its 2007/2008 underground capital project that is expected to cost approximately $17,000,000 from October 1, 2007 to its completion date of June 30, 2008.

Meliadine West Property

The 2007 surface exploration program at the Meliadine West property was completed in late August. The underground exploration program commenced in August and is estimated to be completed in June, 2008.

- As of the end of the third quarter, a total of 21,758 meters of
diamond drilling in 102 holes was completed on budget (including
17 geotech holes for site infrastructure planning purposes). All of
the drilling was completed on the Tiriganiaq deposit. This year's
program was predominantly an infill program to upgrade the resource
status and to increase the understanding of some deeper parts of the
deposit. Meterage was also allocated to shallow drill testing of both
the western and eastern potential open pit areas of the deposit.

- In early August, Comaplex received final approval from the regulatory
agencies for its proposed underground exploration and bulk sampling
program on the Tiriganiaq deposit. Portal excavation began in early
August and was completed on October 5. The underground mining
contractor mobilized its underground mining equipment to site from
Rankin by heavy lift helicopter over a one week period starting
September 14. Construction of site infrastructure was completed and
the underground exploration program commenced on October 7, 2007. The
underground portion of the program is expected to continue for
approximately nine months.

- Surface exploration to locate the source of the G10d garnet diamond
indicators on the far eastern end of the Meliadine property was
limited to prospecting and mapping. No surface exposures of
kimberlitic rock were found. With the extensive drilling and
underground programs focused on gold on the property, the Company did
not have personnel available to conduct further programs in 2007.
Comaplex continues to monitor the diamond exploration results and
activities of unrelated third parties who hold ground around its
claim block. More work on the diamond targets will be completed in
the 2008 field program.

- A scoping study on the Tiriganiaq deposit is being compiled. The
delay in getting assay results from the lab for the 2007 drill-holes
has impacted Comaplex's schedule for getting a new resource estimate
completed and in ongoing scoping level studies. A completely
re-engineered mine plan and costing analysis, from first principles,
is being done for the deposit and it is expected that it will be
completed early in 2008.

Information with regard to the 2007 exploration program will continue to be released on a timely basis throughout the year. Comaplex has a 78 percent interest in the property with an option to increase to 80 percent. Mr. Doug Dumka, P.Geo., is the Chief Geologist for Comaplex and is the Senior Project Geologist and designated Qualified Person (Q.P.) for the Meliadine West Project.

Financial and Operations Discussion

Revenues for the first nine months of 2007 from mineral operations decreased $442,000 from the first nine months of 2006 mainly due to the sale of investments during the 2006 three quarters resulting in a gain on sale of $997,000 compared to a gain of $101,000 in 2007 offset by higher interest income of approximately $400,000 in 2007. Revenue during Q3 2007 was $119,000 lower than Q2 2007 due to the sale of investments in Q2 which resulted in a gain on sale of $94,000.

Revenue for the oil and gas division decreased to $2,211,000 in the first nine months of 2007 from $2,618,000 in the first nine months of 2006. The decrease was primarily due to reduced production volumes (offset slightly by higher commodity prices) as well as the elimination of the Alberta royalty tax credit (ARTC) effective January 1, 2007. Revenue for the third quarter of 2007 was slightly less than the revenue of the second quarter of 2007 due to a slight drop in commodity prices.

Natural gas liquids and natural gas production during the nine months ended September 30, 2007, averaged 206 barrels of oil equivalent (BOE) per day. Total production consisted of 40 barrels per day of liquids and 997 MCF per day of natural gas. Average production during the corresponding 2006 nine month period was 44 barrels per day of liquids and 1,529 MCF per day of natural gas. During a workover at the Company's main producing well it was discovered by the operator, that there was a hole in the production casing. The operator scheduled a well maintenance program to ensure all the other natural gas wells' production casing meets safety standards. This maintenance program has caused continuous down time during the workovers and it is anticipated production levels will increase once the maintenance program is completed.

Natural gas prices increased on average in the first nine months of 2007 to $6.58 per MCF compared to an average price in the first nine months of 2006 of $4.77 per MCF ($5.94 per MCF in the third quarter of 2007 compared to $7.33 per MCF in the second quarter of 2007).

Natural gas and natural gas liquids production costs for the nine month period of 2007 were $114,000 ($2.03 per BOE) compared to $243,000 ($2.97 per BOE) for the first nine months of 2006. The decrease in 2007 over the first nine months of 2006 was due mainly to increased third party plant processing fee recoveries in 2007. Production costs for the third quarter of 2007 over the second quarter of 2007 saw a slight decline due to further third party plant processing fee recoveries in Q3 2007.

General and administrative costs for mineral operations decreased to $670,000 in the first nine months of 2007 compared to $735,000 in the corresponding 2006 period. The decrease was primarily due to a smaller bonus accrual and increased capitalized administrative costs. General and administrative expenses were slightly lower in the third quarter of 2007 than the second quarter of 2007 due to more administrative costs with regard to continuous disclosure obligations in Q2.

Foreign exchange loss increased to $240,000 for the nine months of 2007 compared to $18,000 for the same period in 2006. The difference is due to the increased US funds the Company has (September 30, 2007 - $1,350,000 USD versus September 30, 2006 - $93,000 USD) and the strengthening of the Canadian dollar versus the US dollar. There was no significant difference in the foreign exchange loss between the third and second quarter of 2007.

The Company granted 1,986,000 stock options in 2006 and 2007 with a total stock based compensation of $2,374,000 of which $1,299,000 has been expensed to date. The stock based compensation is to be amortized over three years. The remaining balance of $1,075,000 will be fully amortized over the next two years (approximately $200,000 in Q4, 2007, $550,000 in 2008 and $325,000 in 2009).

Depletion, depreciation and accretion expense decreased to $473,000 for the nine month period of 2007 compared to $562,000 for the first nine months of 2006. The decrease was due primarily to lower oil and gas production volumes in 2007. Third quarter 2007 DD&A costs over second quarter 2007 DD&A costs were $13,000 lower due to decreased production of one of the Company's oil and gas properties which had the highest capitalized costs (despite production as a whole being static this quarter).

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. No amounts were written off in 2007 or 2006.

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, 2007 totalled $90,496,000 and consist of the following pool balances.

Rate of
% Amount
Undepreciated capital costs 10-100 $ 516,000
Foreign exploration expenses 10 897,000
Share issue costs 20 1,511,000
Earned depletion expenses (successored) 25 2,299,000
Canadian development expenditures 30 17,149,000
Non-capital loss carryforward 100 6,750,000
Canadian exploration expenditures (successored) 100 33,368,000
Canadian exploration expenditures 100 28,006,000

The ability to claim the above successored amounts is restricted to income from 56 percent of the Meliadine property. In addition to the above federal and provincial income tax pools, the Company has approximately $1,021,000 of attributable crown royalty deduction available to apply against Alberta taxable income.

Due to the uncertainty inherent in mineral exploration, the Company is precluded from recording the full value of its tax pools. Should a positive feasibility report be obtained on the Meliadine property it is expected that the full benefit of the tax pools will be recorded.

Net loss for the first nine months of 2007 was $481,000 compared to $1,470,000 of net income in the corresponding 2006 period. The decrease over the 2006 first three quarters is predominantly due to decreased gain on sale of investments and decreased natural gas production volumes. Also, a significant increase in stock based compensation due to the issuance of stock options and to a foreign exchange loss as the Canadian dollar strengthened against the US dollar. The third quarter 2007 net loss of $40,000 compared to the second quarter net earnings of $270,000 was due primarily to a gain on sale of investments in Q2, reduced oil and gas revenue as prices for natural gas commodities decreased in Q3 and a significantly higher future income tax provision in the third quarter.

Prior to future income taxes expense, the Company had a net profit of $341,000 for the 2007 nine month period and $119,000 for Q3, 2007. It is extremely frustrating that with tax pools of $90 million the GAAP requirements still require that the Company has to set up future income taxes of $822,000 for the nine month period and $159,000 for Q3, 2007. These highly unlikely expenditures result in Comaplex showing a loss position.

On January 1, 2007 the Company adopted the new accounting standards regarding the accounting for financial instruments. As a result of the adoption the Company's investment figure increased by $3,105,000 for the fair value of these investments. This adjustment resulted in a further increase in the future income tax liability and accumulated other comprehensive income of $510,000 and $2,595,000 respectively. Other comprehensive income for the first nine months of 2007 included an increase in the unrealized gain on investment of $787,000 net of $133,000 in income tax and a transfer of a realized gain on investment to net income of $80,000 net of $14,000 in income tax.

Funds flow from operations decreased marginally in the first nine months of 2007 to $1,746,000 from $1,781,000 for the 2006 comparable period. Quarter over quarter saw a decrease of $55,000 primarily due to lower oil and gas revenue, which was partially offset by lower general and administrative expenditures in the minerals division.

The following reconciliation compares funds flow to the Company's net earnings as calculated according to Canadian generally accepted accounting principles:

Nine Months Ended September 30 2007 2006
Cash flow form operating activities $ 1,941,000 $ 2,592,000
Items not affecting funds flow
Accounts receivable 380,000 (289,000)
Prepaid expenses 20,000 31,000
Accounts payable and accrued liabilities (608,000) (553,000)
Asset retirement obligations settled 13,000 -
Funds flow for the period $ 1,746,000 $ 1,781,000

At September 30, 2007, the Company had a working capital position of $23,311,000 (December 31, 2006 - $10,308,000). The Company completed a private placement on March 23, 2007 resulting in the issuance of 6,000,000 common shares at a price of $4.45 per common share for gross proceeds of $26,700,000. The Company paid a commission of 5.75 percent of the gross proceeds ($1,535,000) plus legal, accounting and commission costs of approximately $210,000.

The Company currently has a projected capital expenditure budget of $17,000,000 for the underground mining costs of the Meliadine West and East projects for the remainder of 2007 and the first half of 2008. A further $120,000 is planned to be spent on miscellaneous other mineral exploration plays in 2007. In addition, Comaplex has been informed by the operator of the Garrington Elkton property that the Company's 4.6 percent share of a proposed capital program will be approximately $800,000. This program was delayed in 2006 and is scheduled to be completed in 2008. All planned expenditures will be funded from existing working capital, anticipated cash flow from oil and gas operations, investment income, and the issuance of equity.

The success of the Meliadine West and East projects' operations and recoverability of the capitalized costs related thereto are dependent upon the development of successful producing properties. The Company is currently in the planning phase for its 2008 drill program and further underground projects. This will require additional financing in amounts sufficient to continue the on-going development of the Meliadine operations and to meet the related obligations as they become due.

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

Additional information relating to the Company may be found on WWW.SEDAR.COM and by visiting its website at



As at September 30, 2007 (unaudited) and December 31, 2006
2007 2006
Cash $22,156,000 $ 4,759,000
Accounts receivable 742,000 362,000
Prepaid expenses 171,000 151,000
Investments (for December 31, 2006
recorded at cost;
Market value - $5,637,000) (Note 2) 6,415,000 2,532,000
29,484,000 7,804,000
Future Income Tax Asset 3,313,000 4,261,000
Property and Equipment
Mineral properties 58,727,000 43,668,000
Petroleum and natural gas properties
and related equipment 8,670,000 8,485,000
Other 230,000 221,000
Accumulated depletion, depreciation
and amortization (7,471,000) (7,021,000)
60,156,000 45,353,000
$92,953,000 $57,418,000



Accounts payable and accrued liabilities $ 6,173,000 $ 601,000
Asset Retirement Obligations 596,000 588,000

6,769,000 1,189,000
Share capital (Note 3) 71,368,000 44,922,000
Contributed surplus 2,372,000 1,684,000
73,740,000 46,606,000
Retained earnings 9,142,000 9,623,000
Accumulated other comprehensive income
(Note 4) 3,302,000 -
12,444,000 9,623,000
86,184,000 56,229,000
$92,953,000 $57,418,000



For the periods ended September 30 (unaudited)
Three Months Nine Months
2007 2006 2007 2006


Minerals Division

Interest $ 262,000 $ 68,000 $ 614,000 $ 203,000
Gain on sale of
property and
investments - 537,000 101,000 977,000
Mineral production
royalty 26,000 13,000 69,000 46,000
288,000 618,000 784,000 1,226,000
Oil and Gas Division
Oil and gas sales 724,000 694,000 2,421,000 2,790,000
Royalties (188,000) (167,000) (570,000) (679,000)
Alberta royalty
tax credits - 28,000 - 126,000
Trust distributions
(Note 2) 135,000 146,000 360,000 381,000
671,000 701,000 2,211,000 2,618,000
959,000 1,319,000 2,995,000 3,844,000


Oil and gas
production costs (2,000) - 114,000 243,000
General and
Minerals division 187,000 201,000 670,000 735,000
Oil and gas
division 42,000 30,000 124,000 90,000
Foreign exchange
loss 100,000 2,000 240,000 18,000
Stock based
compensation 361,000 12,000 1,033,000 73,000
depreciation and
accretion 152,000 171,000 473,000 562,000
840,000 416,000 2,654,000 1,721,000
Earnings Before Taxes 119,000 903,000 341,000 2,123,000
Income Taxes
Current - - - -
Future 159,000 253,000 822,000 653,000
159,000 253,000 822,000 653,000
Net Earnings (Loss)
for the Period (40,000) 650,000 (481,000) 1,470,000
Retained earnings,
beginning of period 9,182,000 8,359,000 9,623,000 7,539,000
Retained Earnings,
End of Period $ 9,142,000 $ 9,009,000 $ 9,142,000 $ 9,009,000
Net Earnings (Loss)
Per Share - Basic ($0.00) $ 0.02 ($0.01) $ 0.04
Net Earnings (Loss)
Per Share - Diluted ($0.00) $ 0.02 ($0.01) $ 0.04

For the Three and Nine Months Ended September 30 (unaudited)
Three Months Nine Months
2007 2007
Net loss for the period ($508,000) ($949,000)
Unrealized gains on investments (net of tax;
Three Months ended - $11,000, Nine Months
ended - $133,000) 69,000 787,000
Realized gains on investments transferred to
net income (net of tax; Three Months
ended - $-, Nine Months ended - $14,000) - (80,000)
Changes in unrealized gains and losses on
available-for-sale financial assets 69,000 707,000
Other comprehensive income 69,000 707,000
Comprehensive income ($439,000) ($242,000)

For the periods ended September 30 (unaudited)
Three Months Nine Months
2007 2006 2007 2006
Net earnings (loss)
for the period ($40,000) $ 650,000 ($481,000) $ 1,470,000
Items not affecting
Gain on sale of
property and
investments - (537,000) (101,000) (977,000)
Stock based
compensation 361,000 12,000 1,033,000 73,000
and accretion 152,000 171,000 473,000 562,000
Future income
taxes 159,000 253,000 822,000 653,000
632,000 549,000 1,746,000 1,781,000
Change in non-cash
operating working
Accounts receivable 41,000 86,000 (380,000) 289,000
Prepaid expenses 1,000 (229,000) (20,000) (31,000)
Accounts payable and
accrued liabilities (127,000) 420,000 608,000 553,000
Asset retirement
obligations settled (2,000) - (13,000) -
(87,000) 277,000 195,000 811,000
Cash Provided By
Operating Activities 545,000 826,000 1,941,000 2,592,000
Issue of shares
pursuant to private
placement - - 26,700,000 -
Issue of shares
under employee stock
option plan - 926,000 638,000 966,000
Share issue costs - - (1,743,000) -
Cash Provided By
Financing Activities - 926,000 25,595,000 966,000
Mineral exploration,
property and
expenditures (9,344,000) (3,250,000) (16,513,000) (8,012,000)
Mineral exploration
property and
equipment disposals - - 1,463,000 -
Oil and gas property
and equipment
expenditures (71,000) (9,000) (194,000) (138,000)
Investments purchased - - - -
Investments sold - 552,000 143,000 1,008,000
Changes in non-cash
working capital
Accounts payable
and accrued
liabilities 4,962,000 - 4,962,000 -
Cash Used In Investing
Activities (4,453,000) (2,707,000) (10,139,000) (7,142,000)
Net Cash Inflow
(Outflow) (3,908,000) (955,000) 17,397,000 (3,584,000)
Cash, Beginning Of
Period 26,064,000 6,801,000 4,759,000 9,430,000
Cash, End Of Period $22,156,000 $ 5,846,000 $22,156,000 $ 5,846,000
Cash Interest Paid $ - $ - $ - $ -
Cash Taxes Paid $ - $ - $ - $ -

Periods ended September 30, 2007 and 2006 (unaudited)
The accounting policies and methods of application followed in the
preparation of the interim financial statements other than described
below are the same as those followed in the preparation of the
Company's 2006 annual financial statements. These interim financial
statements do not include all disclosures required for annual
financial statements. The interim financial statements as presented
should be read in conjunction with the 2006 annual financial
Financial instruments - recognition and measurement
On January 1, 2007, the Company adopted Section 3855 of the Canadian
Institute of Chartered Accounts' ("CICA") Handbook, "Financial
Instruments - Recognition and Measurement" and Section 3861 Financial

Instruments - Presentation and Disclosure. It sets out the standards
for recognizing and measuring financial instruments in the balance
sheet and the standards for reporting gains and losses in the
financial statements. Financial assets available for sale, assets and
liabilities held for trading and derivative financial instruments,
part of a hedging relationship or not, have to be measured as fair
The Company has made the following classifications:
- Investments are classified as available-for-sale and will thus be
marked-to-market through comprehensive income at each period end.
- Accounts receivable are classified as loans and receivables and
are recorded at amortized cost using the effective interest
method. Gains and losses are recognized in net earnings when the
asset is no longer recognized.
- Accounts payable and accrued liabilities are classified as other
financial liabilities and are recorded at amortized cost using
the effective interest method. Gains and losses are recognized in
net earnings when the liability is no longer recognized.
The adoption of this Section is done retroactively without
restatement of the consolidated financial statements of prior
periods. As of January 1, 2007, the impact on the consolidated
balance sheet of measuring the investments at marked-to-market was an
increase of $3,105,000 to investments, a decrease in future tax asset
of $510,000 and an increase in accumulated other comprehensive income
of $2,595,000.
The Company selected January 1, 2003 as its transition date for
embedded derivatives. An embedded derivative is a component of a
financial instrument or another contract of which the characteristics
are similar to a derivative. This had no impact on the consolidated
financial statements.

Comprehensive income
On January 1, 2007, the Company adopted Section 1530 of the CICA
Handbook, "Comprehensive Income". It describes reporting and
disclosure recommendations with respect to comprehensive income and
its components. Comprehensive income is the change in shareholders'
equity, which results from transactions and events from sources other
than the Company's shareholders. These transactions and events
include unrealized gains and losses from changes in fair value of
certain financial instruments.
The adoption of this Section implied that the Company now presents a
consolidated statement of comprehensive income as a part of the
consolidated financial statements.
On January 1, 2007, the Company adopted Section 3251 of the CICA
Handbook "Equity" replacing Section 3250 "Surplus". It describes
standards for the presentation of equity and changes in equity for
reporting periods as a result of the application of Section 1530

"Comprehensive Income".
Accounting changes
The Company also adopted Section 1506, "Accounting Changes," the only
impact of which is to provide disclosure of when an entity has not
applied a new source of GAAP that has been issued but is not yet
effective. This is the case with Section 3862, "Financial Instruments
Disclosures" and Section 3863, "Financial Instruments Presentations"
which are required to be adopted for fiscal years beginning on or
after October 1, 2007. The Company will adopt these standards on
January 1, 2008 and it is expected the only effect on the Company

will be incremental disclosures regarding the significance of
financial instruments for the entity's financial position and
performance; and the nature, extent and management of risks arising
from financial instruments to which the entity is exposed.
The Company paid a management fee to Bonterra Energy Corp. (Bonterra
Corp) (a wholly owned subsidiary of Bonterra Energy Income Trust
(Bonterra Trust) a publicly traded oil and gas income trust on the
Toronto Stock Exchange) a company with common directors and
management, of $225,000 (2006 - $225,000). Services provided by
Bonterra Corp include executive services (CEO and CFO duties),
accounting services, oil and gas administration and office
administration. Bonterra Corp owns 689,682 (December 31, 2006 -
689,682) common shares in the Company. Bonterra Corp is the
administrator of Bonterra Trust.
As of September 30, 2007, the Company owns 204,633 (December 31, 2006
- 204,633) units in Bonterra Trust representing approximately
one percent of the outstanding units of Bonterra Trust. The units
have an accounting cost of $5,910,000 (December 31, 2006 -
$2,321,000) and a quoted market value of $5,910,000 (December 31,
2006 - $5,233,000). The Company received distributable income in the
first nine months of 2007 of $360,000 (September 30, 2006 -
The Company also owns shares in Pine Cliff Energy Ltd. (Pine Cliff).

Pine Cliff has common directors and management with the Company. The
Company owns 277,000 (December 31, 2006 - 277,000) common shares
representing less than one percent of the total issued and
outstanding common shares of Pine Cliff. The shares have an
accounting cost of $360,000 (December 31, 2006 - $42,000) and a
quoted market value of $360,000 (December 31, 2006 - $180,000). There
have been no transactions between Pine Cliff and the Company.
Subsequent to September 30, 2007, the Company exercised its right
(part of a rights offering to all shareholders of Pine Cliff) to
acquire an additional 69,250 common shares at a price of $1.10 per

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

Number Amount
Common Shares
Balance, January 1, 2007 39,451,771 $44,922,000
Issued pursuant to private placement 6,000,000 26,700,000
Issue costs on private placement - (1,743,000)
Issued exercise of stock options 510,200 638,000
Transfer of contributed surplus to
share capital - 345,000
Future tax adjustment on share issue costs - 506,000
Balance, September 30, 2007 45,961,971 $71,368,000
The Basic weighted average common shares for September 30, 2007 were
44,580,230 (September 30, 2006 - 38,808,281) and the Diluted weighted
average common shares were 45,193,430 (September 30, 2006 -

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, 2007 was 4,596,197. The exercise price of each
option granted equals the market price of the Company's stock on the
date of grant and the option's maximum term is five years. Options
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
September 30, 2007 and December 31, 2006 and changes during the nine
months ended September 30, 2007 and year ending December 31, 2006 is
presented below:

September 30, 2007 December 31, 2006
Weighted- Weighted-
Average Average
Exercise Exercise
Options Price Options Price
Outstanding at
beginning of period 2,397,200 $ 2.77 1,468,000 $ 1.34
Options issued 183,000 4.67 1,827,000 3.20
Options exercised (510,200) 1.25 (882,800) 1.25
Options cancelled (24,000) 3.20 (15,000) 4.00
Outstanding at end
of period 2,046,000 $ 3.32 2,397,200 $ 2.77

Options exercisable
at end of period 44,500 $ 2.79 530,200 $ 1.30
The following table summarizes information about options outstanding
at September 30, 2007:
Options Outstanding Options Exercisable
Average Weighted- Weighted-
Range of Number Remaining Average Number Average
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices At 09/30/07 Life Price At 09/30/07 Price
$2.70 60,000 2.4 years $2.70 40,000 $2.70
3.20 to 3.60 1,833,000 2.3 years 3.20 4,500 3.60
4.70 to 5.00 153,000 3.2 years 4.95 - -
$2.70 to 5.00 2,046,000 2.4 years $3.32 44,500 $2.79

The Company records a compensation expense over the vesting period
based on the fair value of options granted to employees, directors
and consultants.


Nine months ended September 30, 2007
Opening Income Ending
Unrealized gains and losses on
available-for-sale financial
assets $ 2,595,000 $ 707,000 $ 3,302,000


The Company's activities are represented by two industry segments
comprised of mineral exploration and oil and gas production:
Three months ended Nine months ended
September 30 September 30
2007 2006 2007 2006
Gross revenue
exploration $ 288,000 $ 618,000 $ 784,000 $ 1,226,000
Oil and Gas 859,000 840,000 2,781,000 3,171,000
------------ ------------ ------------ ------------
$ 1,147,000 $ 1,458,000 $ 3,565,000 $ 4,397,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------

accretion, and
exploration $ 33,000 $ 31,000 $ 99,000 $ 92,000
Oil and Gas 119,000 140,000 374,000 470,000
------------ ------------ ------------ ------------
$ 152,000 $ 171,000 $ 473,000 $ 562,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net earnings (loss)
exploration $ (388,000) $ 200,000 $(1,566,000) $ 213,000
Oil and Gas 348,000 450,000 1,085,000 1,257,000
------------ ------------ ------------ ------------
$ (40,000) $ 650,000 $ (481,000) $ 1,470,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Property and
exploration $ 9,344,000 $ 3,250,000 $16,513,000 $ 8,012,000
Oil and Gas 71,000 9,000 194,000 138,000
------------ ------------ ------------ ------------
$ 9,415,000 $ 3,259,000 $16,707,000 $ 8,150,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Total assets (2006 amounts
as of December 31, 2006)
Mineral exploration $82,836,000 $52,475,000
Oil and Gas 10,117,000 4,943,000
------------ ------------
$92,953,000 $57,418,000
------------ ------------
------------ ------------

%SEDAR: 00001166E

Contact Information

  • Comaplex Minerals Corp.
    Garth E. Schultz
    Vice President - Finance, and CFO
    (403) 265-2846
    Fax: (403) 265-7488

    Comaplex Minerals Corp.
    Mark J. Balog
    Vice President - Exploration
    (403) 265-2846
    Fax: (403) 265-7488