Comaplex Minerals Corp.
TSX : CMF

Comaplex Minerals Corp.

August 13, 2008 23:59 ET

Comaplex Minerals Corp. Announces Second Quarter 2008 Results

CALGARY, ALBERTA--(Marketwire - Aug. 13, 2008) -

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

Comaplex Minerals Corp. ("the Company" or "Comaplex") (www.comaplex.com) (TSX:CMF) is pleased to announce its financial and operational results for the three months and six months ended June 30, 2008.



Financial and Operational Highlights

Three Months Ended Six Months Ended
June 30 June 30
2008 2007 2008 2007
-------------------------------------------------------------------------
Financial ($000, except
$ per share)
Revenue
Mineral Division 136 407 328 496
Oil and Gas Division 914 759 1,703 1,540
Funds Flow from Operations(1) 548 687 1,036 1,114
Per Share Basic 0.01 0.02 0.02 0.02
Per Share Diluted 0.01 0.02 0.02 0.02
Net Earnings 1,601 270 1,699 (441)
Per Share Basic 0.03 0.01 0.04 (0.01)
Per Share Diluted 0.03 0.01 0.04 (0.01)
Capital Expenditures
Mineral Division 8,749 4,468 17,198 7,169
Oil and Gas Division 41 81 59 123
Total Assets
Mineral Division 126,840 79,204
Oil and Gas Division 9,825 8,518
-------------------------------------------------------------------------


Oil and Gas Operations
Barrel of Oil Equivalent
per Day(2) 162 196 174 212
-------------------------------------------------------------------------

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

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

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, particularly in the Arctic. These include delays caused by weather, labour and equipment shortages, available technical expertise, and contractor issues. Additional risks include reductions in gold resources and mineable grades and non-technical issues, such as variation in commodity prices may 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 there from. Except as required by law, Comaplex disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

The forward-looking information contained herein is expressly qualified by this cautionary statement.

Report to Shareholders

Comaplex Minerals Corp. (the Company or Comaplex) is pleased to announce its financial and operating results for the three months and six months ended June 30, 2008. The second quarter of 2008 was especially active for Comaplex as the Company continued to make significant progress on its Meliadine West project. The Company is extremely pleased with the progress and results obtained to date. In addition, Comaplex further strengthened its financial position to support the increased investment in this and other high-quality growth projects.

Meliadine West Project Update

The Company's chief exploration focus remains on its Meliadine West project in which Comaplex holds a 78 percent working interest with an option to increase its working interest to 80 percent at any time. 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.

During the second quarter of 2008, Comaplex continued its progress on several important components of this project.

Scoping Study
-------------

The internal scoping study has been completed. An independent third party Scoping Study (NI43-101 compliant) is presently being completed and should be ready for distribution in the third quarter of 2008. The study is expected to assist the company in determining the overall economics, the potential rate of production, and the type of mine and mining methods that may be used.

Drilling Program
----------------

The 2008 drilling program on the Tiriganiaq deposit started in early April and 20,000 to 25,000 meters of drilling is expected to be completed some time in the third quarter of this year. There are presently three drills active on the property with 10,024 meters in 32 holes completed at June 30, 2008. The 2008 drill program is predominantly an infill program to upgrade resource status and increase understanding in the Western Deeps portion of the Tiriganiaq gold deposit.

A total of 18 drill-holes (8,518 meters) have been completed in the Western Deeps to date with lab results having been received for only five of these holes due to slower than normal lab turn-around. All five of the drill-holes released targeted the 1,255 lode gold mineralization at depths of 375 to 450 meters below surface.

The exploration drilling continues to provide impressive results confirming that significant gold mineralization is present in multiple lodes in the Western Deeps.

Highlights include:

- 11.8 gmt gold over 6.9 meters in hole M08-720A including: 17.4 gmt
gold over 4.0 meters

- 48.3 gmt gold over 9.4 meters in hole M08-721 and: 12.9 gmt gold
over 2.8 meters

- 17.5 gmt gold over 3.6 meters in hole M08-723

- 15.3 gmt gold over 10.1 meters in hole M08-725 and: 10.8 gmt gold
over 21.5 meters including: 15.2 gmt gold over 7.6 meters

Kindly refer to the 2008 press release for detailed results. Results from the remaining drill program will be released on a timely basis as the company receives assays from the lab.

Underground Exploration Program
-------------------------------

Underground exploration on the Tiriganiaq gold deposit has continued throughout the second quarter of 2008. Currently, 948 meters of decline development (5.2m x 5.3m) has been completed and access to the 1,100 gold lode at 70 meters below surface was achieved during the second quarter.

Drifting along the 1,100 mineralized lode is largely complete (total of 157 meters) and a total of 95 rounds were excavated and processed through a crusher and sample tower on a round by round basis. Assay results of the bulk sample ore rounds will be compared to the drill results for each zone and will be reported when the results have been interpreted and verified by an independent third party.

Decline development was completed in July with drifting and bulk sampling of the 1,000 lode mineralization (approximately 120 meters below surface) expected to be completed sometime in the third quarter. Comaplex has extended the original underground program to include additional drifting, cross-cuts, and raises through other gold bearing lodes in the deposit. The underground exploration work should be finished at about the same time as the surface drilling program, in mid to late September.

Financial and Budgeting

On June 5, 2008, Comaplex completed two private placements consisting of 4.2 million common shares at a price of $5.55 and 1.83 million flow through common shares at a price of $6.55 for gross proceeds of approximately $35.3 million and net proceeds of approximately $32.9 million.

As a result, Comaplex's working capital position at June 30, 2008 has increased to $43,162,000. In addition, estimated funds flow of approximately $1.5 million for the remainder of 2008 will assist the Company in its ability to carry out its project plans going forward.

The 2008 exploration program is weighted towards its Meliadine drilling program with an objective of upgrading the resource status and completing a scoping study which is expected to be finalized during the third quarter of this year. Capital expenditures were $17.2 million during the first six months of 2008 with approximately 95 percent attributed to the Meliadine West project. The Company has updated its 2008 capital expenditure guidance to approximately $26.3 million from $23 million. The increased budget will be targeted towards additional underground development at Meliadine West.

Anticipated costs for the third quarter of 2008 are expected to be comparable to the first and second quarters of 2008. However, a significant decrease is expected to be realized in the fourth quarter of the year as the bulk sample decline will be completed.

Major Share Transaction

In July 2008, Comaplex was advised by Agnico-Eagle Mines Limited (Agnico-Eagle) that it had agreed to purchase 7,628,571 common shares of Comaplex in a private transaction from Troy Resources NL. Agnico-Eagle has become the largest shareholder in Comaplex with a holding of approximately 8.2 million common shares or 15.6 percent of the common shares outstanding.

Agnico-Eagle has advised that the shares were acquired for investment purposes only and the Board of Directors and management of Comaplex were pleased to welcome Agnico-Eagle as its new major shareholder.

Meliadine East Project Update

During the second quarter of 2008, a 4,000 meter diamond drill program commenced on the Meliadine East property in which Comaplex holds a 50 percent working interest. Meliadine Resource Ltd. retains the other 50 percent working interest and is operating the project. The drilling is in, and adjacent to, the Discovery deposit. The program's objective is to increase the resource base and Comaplex will report the results as they are received.

Outlook

The company is optimistic with regard to the Meliadine West project and is continuing in an aggressive manner with further programs to enhance the value of the Meliadine property. The Board of Directors and management would like to take this opportunity to thank shareholders for their continued support and recognize the employees and their substantial efforts in moving these projects forward.



Financial and Operational Discussion

Revenues
--------

Three months ended Six months ended
June 30, Mar 31, June 30, June 30, June 30,
(Cdn $) 2008 2008 2007 2008 2007
-------------------------------------------------------------------------
Revenue:
Mineral Division (000s) 136 192 407 328 496
Oil and Gas Sales
(000s) 1,020 922 835 1,942 1,697
Trust Distributions
(000s) 158 92 135 250 225
-------------------------------------------------------------------------
Gross Revenue (000s) 1,314 1,206 1,377 2,520 2,418
-------------------------------------------------------------------------
Average Realized Prices:
Natural gas (per MCF) 10.38 7.94 7.33 9.12 6.85
Natural gas liquids
(per barrel) 98.14 77.69 60.79 86.22 57.82
-------------------------------------------------------------------------


Revenues from mineral operations in the first half of 2008 decreased slightly from the 2007 six month results as Comaplex investment dispositions during the 2007 half resulted in a gain on sale of $101,000 compared to a loss of $38,000 in the first half of 2008. Revenue during Q2 2008 was also lower than Q1 2008 due to losses resulting from divestments of securities held by the Company in the second quarter of 2008.

Gross revenue from the Company's petroleum and natural gas properties increased in the first half of 2008 when compared with the first half of 2007. The increase was primarily due to a 31 percent increase in commodity prices for natural gas, which was partially offset by decreased production volumes. Gross revenue quarter over quarter increased by approximately eleven percent due to higher commodity prices in the second quarter of 2008.

The quarter over quarter increase in oil and gas distributions was due to timing differences in receipt of distributions in Q2 2008 compared to Q1 2008. This is a normal event with investments in trust units to have four distributions in Q4, two distributions in Q1 and three distributions in Q2 and Q3.



Production
----------
Three months ended Six months ended
June 30, Mar 31, June 30, June 30, June 30,
2008 2008 2007 2008 2007
-------------------------------------------------------------------------
Natural gas (MCF per day) 789 860 970 825 1,028
Natural gas liquids
(barrels per day) 30 43 34 36 40
Total BOE per day 162 186 196 174 212
-------------------------------------------------------------------------


The Company anticipates approximately 12 percent annual decline rates for 2008. The decline rate for the first half of 2008 was approximately 18 percent. The higher decline rate in the first half of 2008 was attributed specifically to the Granta Makepeace property, one of the Company's more significant non-operated gas properties. The production has recovered from this property in the second quarter. Second quarter 2008 production over first quarter 2008 is down due to a routine turnaround on another one of the Company's major properties. Also, production from one of the Company's major producing properties may decrease in the third quarter of 2008 due to a fire at the plant that processes its natural gas. The plant has been reactivated at the time of this report.



Royalties
---------

Three months ended Six months ended
June 30, Mar 31, June 30, June 30, June 30,
($ 000s) 2008 2008 2007 2008 2007
-------------------------------------------------------------------------
Crown royalties 188 179 154 367 274
Gross overriding royalties 76 46 57 122 108
-------------------------------------------------------------------------
Total royalty expense 264 225 211 489 382
-------------------------------------------------------------------------


The increases in Crown and gross overriding royalties in the first six months of 2008 are due to higher commodity prices for natural gas which more than offset lower production volumes. The increase in Crown royalties quarter over quarter is due to increased commodity prices despite lower production from wells subject to crown royalties. The increase in gross overriding royalties quarter over quarter is due to increased production from wells subject to gross overriding royalties.

Based on information currently available to management, the Alberta royalty review will increase future Crown royalties by approximately 20 percent to 23 percent (2008 - 19 percent) of production revenue, which under current volumes could increase Crown royalties by approximately $100,000 per annum.



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

Three months ended Six months ended
June 30, Mar 31, June 30, June 30, June 30,
($ 000s) 2008 2008 2007 2008 2007
-------------------------------------------------------------------------
Production costs -
natural gas/NGLS 113 166 8 279 116
$ per BOE 7.65 9.82 0.45 8.81 3.03
-------------------------------------------------------------------------


The increase in production costs in the first half of 2008 was primarily due to decreased revenue from third party plant processing fees. The decrease in production costs in Q2 2008 compared to Q1 2008 is primarily due to freehold mineral taxes for the full year being paid in the first quarter of 2008.



General and Administrative (G&A) Costs
--------------------------------------
Three months ended Six months ended
June 30, Mar 31, June 30, June 30, June 30,
($ 000s) 2008 2008 2007 2008 2007
-------------------------------------------------------------------------
G&A costs - Minerals
Division 380 323 214 703 483
G&A costs - Oil and
Gas Division 39 51 44 90 82
-------------------------------------------------------------------------
Total G&A 419 374 258 793 565
-------------------------------------------------------------------------


The increase in G&A in the first half of 2008 compared with the first half of 2007 was primarily due to an increase in the number of employees required to administer the increased operational demands. On a quarter over quarter basis, general and administrative costs increased approximately 12 percent in the second quarter of 2008 compared with the first quarter of 2008. The increase from the 2008 Q1 amount was primarily due to increased employee compensation and benefit expenses and continuous disclosure costs.

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

Foreign exchange gain increased to $39,000 for the first six months of 2008 from a foreign exchange loss of $140,000 in the same period of 2007. The gain and loss of foreign exchange results from approximately $1.3 million U.S. funds held in an interest bearing cash account. As the Canadian dollar depreciated against the U.S. dollar in the first half of 2008, it created a foreign exchange gain, compared to the appreciation of the Canadian dollar in 2007.

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

Stock based compensation is a statistically calculated value representing the estimated expense of issuing employee stock options. The Company records a compensation expense over the vesting period based on the fair value of options granted to employees, directors and consultants. Stock based compensation decreased to $439,000 in the first half of 2008 from $672,000 for the first six months of 2007. The decrease was due primarily to the granting of 1,818,000 stock options in October, 2006, with the majority of the stock based compensation being recognized in the first year after issuance.



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

Three months ended Six months ended
June 30, Mar 31, June 30, June 30, June 30,
($ 000s) 2008 2008 2007 2008 2007
-------------------------------------------------------------------------
Depletion, depreciation
and accretion expense 96 102 165 198 321
-------------------------------------------------------------------------


The decrease in depletion, depreciation and accretion expense for the first half of 2008 compared with the first half of 2007 was due primarily to lower oil and gas production volumes and increased reserves on one of the Company's major producing gas properties resulting from the December 31, 2007 independent engineering report. Also, depreciation of tangible assets decreased due to some of the assets being fully depreciated. Quarter over quarter saw a marginal decrease. No mineral property abandonment costs were incurred in the first six months of 2008. The Company reviews the carrying value of its mineral properties on an ongoing basis and reduces the cost of properties if it is determined that the property values are lower than the property cost.

Income Tax Expense
------------------

Comaplex has no current income tax expense. Comaplex has sufficient tax pools to ensure that no current income taxes are payable.

The tax pool balances at June 30, 2008 totalled $106,994,000. See Note 3 to the financial statements for details.



Net Earnings
------------

Three months ended Six months ended
June 30, Mar 31, June 30, June 30, June 30,
($ 000s) 2008 2008 2007 2008 2007
-------------------------------------------------------------------------
Net earnings (loss) 1,601 98 270 1,699 (441)
-------------------------------------------------------------------------


Net earnings (loss) for the first half of 2008 increased by approximately $2,140,000 compared to the corresponding 2007 period, mainly due to a future income tax benefit of $1,338,000. The future income tax benefit arose from the Company's ability to recognize the tax benefit from all of its tax pools. The increase in net earnings was also due to an increase in oil and gas revenues due to higher commodity prices for natural gas and a foreign exchange gain due to the Canadian dollar depreciating against the U.S. dollar over the first half of 2008. These gains were offset by a loss on disposal of investments and higher general and administrative costs in the mining department as the staffing needs increased in 2008. The $1,501,000 increase in net earnings in Q2 2008 compared to Q1 2008 is primarily due to the future income tax benefit from the Company's ability to recognize all of the tax benefit related to its tax pools.

Other comprehensive income for the first half of 2008 included an increase in unrealized gain on investments of $2,221,000 compared to $638,000 for the first half of 2007. The second quarter of 2008 had an unrealized gain on investments of $1,692,000 compared to an unrealized gain on investments of $529,000 for the first quarter of 2008. The changes are mainly due to differences between the marketable investments' market value and their carrying value net of income tax effect.



Funds Flow from Operations
--------------------------

Three months ended Six months ended
June 30, Mar 31, June 30, June 30, June 30,
($ 000s) 2008 2008 2007 2008 2007
-------------------------------------------------------------------------
Funds flow from operations 548 488 687 1,036 1,114
-------------------------------------------------------------------------


Funds flow from operations decreased seven percent in the first half of 2008 compared to the first half of 2007. The decrease was primarily due to increased administrative costs as staffing needs increased with the mining operations, which was offset by higher commodity prices for natural gas. Quarter over quarter saw a 12 percent increase. The increase from the first quarter of 2008 was primarily due to the Company receiving higher cash flow from its investments and higher commodity prices for natural gas in the second quarter.

The following reconciliation compares funds flow to the Company's cash flow from operating activities as calculated according to Canadian generally accepted accounting principles:



Six Months Ended June 30 2008 2007
($000s)
Cash flow from operating activities 1,142 1,536
Items not affecting funds flow
Accounts receivable 106 421
Prepaid expenses 10 21
Accounts payable and accrued liabilities (263) (735)
Asset retirement obligations settled 2 11
Foreign exchange gain (loss) 39 (140)
-------------------------------------------------------------------------
Funds flow for the period 1,036 1,114
-------------------------------------------------------------------------


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

At June 30, 2008, the Company had a working capital position of $43,162,000 (December 31, 2007 - $23,703,000). These numbers include the value of liquid investments of $7,792,000 at June 30, 2008 (December 31, 2007 - $5,257,000).

The Company currently has a projected capital expenditure budget of $26,250,000 for the Meliadine West and East projects for the 2008 year. Of this budget amount, approximately $17,200,000 has been spent on these projects as of June 30, 2008. Included in this amount is an annual option payment of $1,560,000 and expenditures of $15,640,000 on the development of the Meliadine West and East projects. Anticipated costs for the third quarter are expected to be comparable to the first and second quarters of 2008, but a significant decrease should be realized in the fourth quarter of 2008 as the underground bulk sample should be completed in the third quarter. A further $200,000 is planned to be spent on miscellaneous other mineral exploration plays in 2008. Existing working capital from the private placements, anticipated cash flow from oil and gas operations and investment income is expected to cover all planned expenditures for the remainder of the year and much of the following year. The Company attempts to maintain at least a six month cash balance for the estimated required capital expenditures.

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 our website at www.comaplex.com.



COMAPLEX MINERALS CORP.
CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------
As at June 30, 2008 (unaudited) and December 31, 2007
($000) 2008 2007
-------------------------------------------------------------------------
Assets
Current
Cash 40,657 20,987
Accounts receivable 814 708
Prepaid expenses 224 214
Investments (Note 2) 7,792 5,257
-------------------------------------------------------------------------
49,487 27,166
-------------------------------------------------------------------------
Future Income Tax Asset (Note 3) 6,250 6,181
-------------------------------------------------------------------------
Property and Equipment
Property and equipment 88,681 71,423
Accumulated depletion, depreciation
and amortization (7,753) (7,571)
-------------------------------------------------------------------------
80,928 63,852
-------------------------------------------------------------------------
136,665 97,199
-------------------------------------------------------------------------

Liabilities
Current
Accounts payable and accrued liabilities 6,325 3,463
Asset Retirement Obligations 689 675
-------------------------------------------------------------------------
7,014 4,138
-------------------------------------------------------------------------
Shareholders' Equity
Share capital (Note 4) 108,458 76,173
Contributed surplus 3,005 2,620
-------------------------------------------------------------------------
111,463 78,793
-------------------------------------------------------------------------
Retained earnings 13,695 11,996
Accumulated other comprehensive income (Note 5) 4,493 2,272
-------------------------------------------------------------------------
18,188 14,268
-------------------------------------------------------------------------
Total Shareholders' Equity 129,651 93,061
-------------------------------------------------------------------------
136,665 97,199
-------------------------------------------------------------------------

COMAPLEX MINERALS CORP.
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS

-------------------------------------------------------------------------
For the periods ended June 30 (unaudited)
Three Months Six Months
($000 except $ per share) 2008 2007 2008 2007
-------------------------------------------------------------------------
Revenue
Minerals Division
Interest 147 285 305 352
Gain (loss) on sale of
property and investments (38) 94 (38) 101
Mineral production royalty 27 28 61 43
-------------------------------------------------------------------------
136 407 328 496
-------------------------------------------------------------------------
Oil and Gas Division
Oil and gas sales 1,020 835 1,942 1,697
Royalties (264) (211) (489) (382)
Trust distributions (Note 2) 158 135 250 225
-------------------------------------------------------------------------
914 759 1,703 1,540
-------------------------------------------------------------------------
1,050 1,166 2,031 2,036
-------------------------------------------------------------------------
EXPENSES
Oil and gas production costs 113 8 279 116
General and administrative
Minerals division 380 214 703 483
Oil and gas division 39 44 90 82
Foreign exchange loss (gain) 8 119 (39) 140
Stock based compensation 225 347 439 672
Depletion, depreciation and
accretion 96 165 198 321
-------------------------------------------------------------------------
861 897 1,670 1,814
-------------------------------------------------------------------------
Earnings Before Taxes 189 269 361 222
-------------------------------------------------------------------------
Income Taxes (Recovery)
Current - - - -
Future (1,412) (1) (1,338) 663
-------------------------------------------------------------------------
(1,412) (1) (1,338) 663
-------------------------------------------------------------------------
Net Earnings (Loss) for the
Period 1,601 270 1,699 (441)
Retained earnings, beginning of
period 12,094 8,912 11,996 9,623
-------------------------------------------------------------------------
Retained Earnings, End of
Period 13,695 9,182 13,695 9,182
-------------------------------------------------------------------------
Net Earnings (Loss) Per Share -
Basic and Diluted 0.03 0.01 0.04 (0.01)
-------------------------------------------------------------------------

COMAPLEX MINERALS CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

-------------------------------------------------------------------------
For the periods ended June 30 (unaudited)
Three Months Six Months
($000 except $ per share) 2008 2007 2008 2007
-------------------------------------------------------------------------
Net earnings (loss) for the
period 1,601 270 1,699 (441)
Gains on investments 2,063 635 2,600 840
Future taxes on gains on
investments (376) (92) (384) (122)
Losses (gains) on investments
transferred to net income 6 (94) 6 (94)
Future taxes on losses (gains)
on investments transferred
to net income (1) 14 (1) 14
-------------------------------------------------------------------------
Other comprehensive income 1,692 463 2,221 638
-------------------------------------------------------------------------
Comprehensive income 3,293 733 3,920 197
-------------------------------------------------------------------------
Comprehensive income per
share - Basic and Diluted 0.07 0.02 0.08 0.00
-------------------------------------------------------------------------

COMAPLEX MINERALS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOW
-------------------------------------------------------------------------

For the periods ended June 30 (unaudited)
Three Months Six Months
($000) 2008 2007 2008 2007
-------------------------------------------------------------------------
OPERATING ACTIVITIES
Net earnings (loss) for the
period 1,601 270 1,699 (441)
Items not affecting cash
Loss (gain) on sale of
property and investments 38 (94) 38 (101)
Stock based compensation 225 347 439 672
Depletion, depreciation and
accretion 96 165 198 321
Foreign exchange loss (gain) 8 119 (39) 140
Future income taxes
(recovery) (1,412) (1) (1,338) 663
-------------------------------------------------------------------------
556 806 997 1,254
-------------------------------------------------------------------------
Change in non-cash operating
working capital
Accounts receivable (323) (282) (106) (421)
Prepaid expenses (28) 31 (10) (21)
Accounts payable and accrued
liabilities 217 299 263 735
Asset retirement obligations
settled (1) (3) (2) (11)
-------------------------------------------------------------------------
(135) 45 145 282
-------------------------------------------------------------------------
Cash Provided By Operating
Activities 421 851 1,142 1,536
-------------------------------------------------------------------------
FINANCING ACTIVITIES
Issue of shares pursuant to
private placements 35,310 - 35,310 26,700
Share option proceeds 162 - 162 638
Share issue costs (2,382) - (2,382) (1,743)
-------------------------------------------------------------------------
Cash Provided By Financing
Activities 33,090 - 33,090 25,595
-------------------------------------------------------------------------
INVESTING ACTIVITIES
Mineral exploration, property
and equipment expenditures (8,749) (4,468) (17,198) (7,169)
Mineral exploration, property
and equipment disposals - - - 1,463
Oil and gas property and
equipment expenditures (41) (81) (59) (123)
Investments sold 57 143 57 143
Changes in non-cash working
capital
Accounts payable and accrued
liabilities 1,620 - 2,599 -
-------------------------------------------------------------------------
Cash Used In Investing
Activities (7,113) (4,406) (14,601) (5,686)
-------------------------------------------------------------------------
Foreign exchange (loss) gain on
cash held in foreign currency (8) (119) 39 (140)
-------------------------------------------------------------------------
Net Cash Inflow (Outflow) 26,390 (3,674) 19,670 21,305
Cash, Beginning of Period 14,267 29,738 20,987 4,759
-------------------------------------------------------------------------
Cash, End of Period 40,657 26,064 40,657 26,064
-------------------------------------------------------------------------
Cash, Interest Paid - - - -
Cash, Taxes Paid - - - -


COMAPLEX MINERALS CORP.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
-------------------------------------------------------------------------
Periods ended June 30, 2008 and 2007 (unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies and methods of application followed in the
preparation of the interim financial statements are the same as those
followed in the preparation of Comaplex Minerals Corp.'s (the Company
or Comaplex) 2007 annual financial statements except as described
below. 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 2007 annual financial statements.

The Company adopted Section 1535, "Capital Disclosures",
Section 3862, "Financial Instruments - Disclosures" and Section 3863,
"Financial Instruments - Presentation." All the above Sections were
required to be adopted for fiscal years beginning on or after
October 1, 2007. As a result the Company has added Note 7 providing
the required disclosures regarding the Company's objectives, policies
and processes for managing capital and the significance of financial
instruments for the entity's financial position and performance; and
the nature, extent and management of risks arising from financial
instruments to which the entity is exposed.

Accounting Changes

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

2. RELATED PARTIES

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 $165,000 (2007 - $150,000). 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, 2007 -
689,682) common shares in the Company. Bonterra Corp. is the
administrator of Bonterra Trust.

As of June 30, 2008, the Company owns 204,633 (December 31, 2007 -
204,633) units in Bonterra Trust representing approximately
one percent of the outstanding units of Bonterra Trust. The units
have a carrying amount and a quoted market value of $7,483,000
(December 31, 2007 - $4,909,000). The Company received distributable
income in the first six months of 2008 of $250,000 (June 30, 2007 -
$225,000).

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 346,250 (December 31, 2007 - 346,250) common shares
representing less than one percent of the total issued and
outstanding common shares of Pine Cliff. The shares have a carrying
amount and a quoted market value of $308,000 (December 31, 2007 -
$260,000). There have been no transactions between Pine Cliff and the
Company.

3. INCOME TAXES

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



June 30, December 31,
2008 2007
($000) Amount Amount
---------------------------------------------------------------------
Future income tax assets:
Capital assets 4,626 6,354
Investments (733) (393)
Asset retirement obligations 177 173
Share issue costs 923 427
Loss carry-forward (expires 2010) 1,186 1,729
Other 71 71
Valuation adjustment - (2,180)
---------------------------------------------------------------------
6,250 6,181
---------------------------------------------------------------------
The Company has the following tax pools which may be used to reduce
taxable income in future years, limited to the applicable rates of
utilization:

Rate of
Utilization Amount
% ($000)
---------------------------------------------------------------------
Undepreciated capital costs 10-100 457
Foreign exploration expenditures 10 829
Share issue costs 20 3,602
Earned depletion expenses (successored) 25 2,299
Canadian development expenditures 30 19,565
Non-capital loss carried forward (expires 2010) 100 4,625
Canadian exploration expenditures (successored) 100 33,368
Canadian exploration expenditures 100 42,249
---------------------------------------------------------------------
106,994
---------------------------------------------------------------------

4. SHARE CAPITAL

Authorized

Unlimited number of common shares without nominal or par value

Unlimited number of first preferred shares

Issued

2008
---------------------------------------------------------------------
Amount
Number ($000)
---------------------------------------------------------------------
Common Shares
Balance, January 1, 2008 46,611,970 76,173
Issued pursuant to private placements 6,032,061 35,310
Issue costs on private placements - (2,382)
Issued on exercise of stock options 60,000 162
Transfer of contributed surplus to share
capital - 54
Future tax adjustment on share issue costs - 657
Future tax adjustment on renouncement of tax
pools - (1,516)
---------------------------------------------------------------------
Balance, June 30, 2008 52,704,031 108,458
---------------------------------------------------------------------

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

Three Months Six Months
2008 2007 2008 2007
---------------------------------------------------------------------
Basic shares
outstanding 48,225,920 44,871,762 47,418,945 44,580,230
Dilutive effect of
share options 805,218 700,305 841,703 594,185
---------------------------------------------------------------------
Diluted shares
outstanding 49,031,138 45,572,067 48,260,648 45,174,415
---------------------------------------------------------------------

On December 14, 2007, the Company completed a private placement for
649,999 flow through common shares for aggregate gross proceeds of
$5,037,000. The adjustment to the future income tax asset has been
recorded on the renouncement of the tax pools in the current period.
On June 5, 2008, the Company completed a private placement for
4,200,000 common shares at a price of $5.55 per common share for
gross proceeds of $23,310,000. On June 5, 2008, the Company completed
a private placement for 1,832,061 flow through common shares at a
price of $6.55 per common share for gross proceeds of $12,000,000.
The Company paid a total commission on both placements of
5.75 percent ($2,030,000) of the gross proceeds plus additional share
issue costs of approximately $352,000. The proceeds of the placement
were used for the further exploration and development of the
Meliadine properties.

The Company provides a stock option plan for its directors, officers,
employees and consultants. Under the plan, the Company may grant
options for up to 10 percent of the outstanding common shares which
as of June 30, 2008 was 5,270,403. The exercise price of each option
granted equals the market price of the Company's stock on the date of
grant and the option's maximum term is five years. Options generally
vest one-third each year for the first three years of the option
term.

A summary of the status of the Company's stock option plan as of
June 30, 2008 and December 31, 2007 and changes during the six months
ended June 30, 2008 and year ending December 31, 2007 is presented
below:

June 30, 2008 December 31, 2007
---------------------------------------------------------------------
Weighted- Weighted-
Average Average
Options Exercise Options Exercise
Price Price
---------------------------------------------------------------------
Outstanding at
beginning of period 2,141,000 $3.40 2,397,200 $2.77
Options issued 81,000 5.79 278,000 4.86
Options exercised (60,000) 2.70 (510,200) 1.25
Options cancelled - - (24,000) 3.20
---------------------------------------------------------------------
Outstanding at end of
period 2,162,000 $3.51 2,141,000 $3.40
---------------------------------------------------------------------
---------------------------------------------------------------------
Options exercisable at
end of period 659,000 $3.33 639,500 $3.17
---------------------------------------------------------------------
---------------------------------------------------------------------

The following table summarizes information about options outstanding
at June 30, 2008:
-------------------------------------------------------------------------
Weighted-
Average Weighted- Weighted-
Range of Number Remaining Average Number Average
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices At 06/30/08 Life Price At 06/30/08 Price
-------------------------------------------------------------------------
$3.20 to 3.60 1,833,000 1.4 years $3.21 614,000 $3.21
4.70 to 5.20 243,000 2.5 years 5.02 45,000 4.98
5.30 to 5.60 36,000 2.5 years 5.53 - -
6.00 to 6.30 50,000 2.4 years 6.03 - -
-------------------------------------------------------------------------
$3.20 to 6.30 2,162,000 1.5 years $3.51 659,000 $3.33
-------------------------------------------------------------------------
-------------------------------------------------------------------------


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



5. ACCUMULATED OTHER COMPREHENSIVE INCOME

Other
Compre-
January 1, hensive June 30,
($000) 2008 Income 2008
---------------------------------------------------------------------
Gains on available-for-sale
investments 2,272 2,221 4,493
---------------------------------------------------------------------
Other
Compre-
January 1, hensive December
2007 Loss 31, 2007
---------------------------------------------------------------------
Gains (losses) on available-for-sale
investments 2,595 (323) 2,272
---------------------------------------------------------------------

6. BUSINESS SEGMENT INFORMATION

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

Three months ended Six months ended
June 30 June 30
($000) 2008 2007 2008 2007
Gross revenue
Mineral exploration 136 407 328 496
Oil and Gas 1,178 970 2,192 1,992
------ ------ ------ ------
1,314 1,377 2,520 2,418
------ ------ ------ ------
------ ------ ------ ------
Depletion, depreciation,
accretion, and
abandonment
Mineral exploration 36 33 73 66
Oil and Gas 60 132 125 255
------ ------ ------ ------
96 165 198 321
------ ------ ------ ------
------ ------ ------ ------
Net earnings (loss)
Mineral exploration 1,148 (156) 892 (1,213)
Oil and Gas 453 426 807 772
------ ------ ------ ------
1,601 270 1,699 (441)
------ ------ ------ ------
------ ------ ------ ------
Property and equipment
expenditures
Mineral exploration 8,749 4,468 17,198 7,169
Oil and Gas 41 81 59 123
------ ------ ------ ------
8,790 4,549 17,257 7,292
------ ------ ------ ------
------ ------ ------ ------
Total assets
(2007 amounts as of
December 31, 2007)
Mineral exploration 126,840 89,930
Oil and Gas 9,825 7,269
-------- -------
136,665 97,199
-------- -------
-------- -------


7. FINANCIAL AND CAPITAL RISK MANAGEMENT

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

The Company undertakes transactions in a range of financial instruments

including:

- Cash deposits;
- Receivables;
- Common share investments;
- Payables;

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

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

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

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

The Company monitors capital on the basis of the ratio of budgeted
exploration capital requirements to current working capital. This ratio
is calculated using the projected cash requirements for nine months to 18
months in advance and maintaining a working capital balance of at least
six months to satisfy this requirement on a continuous basis.
The Company believes that maintaining at least a six month current
working capital balance to the exploration capital budget requirement is
an appropriate basis to allow it to continue its future development of
the Company's biggest asset; the "Meliadine West Project."

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

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

a) Financial assets, financial liabilities

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



Table 1

As at June 30, As at December 31,
2008 2007
Carry- Carry-
ing Fair Face ing Fair Face
($000) Value Value Value Value Value Value

Financial assets
Accounts receivable 814 814 823 708 708 711
Investments 7,792 7,792 - 5,257 5,257 -
Financial liabilities
Accounts payable and
accrued liabilities 6,325 6,325 6,325 3,463 3,463 3,463

The budgeted capital expenditure to working capital base figures for
June 30, 2008 and December 31, 2007 are presented below:

June 30, December 31,
($000) 2008 2007
---------------------------------------------------------------------
Budgeted capital expenditure(1) 23,787 25,985
---------------------------------------------------------------------
Number of months budgeted 18 12
---------------------------------------------------------------------
Current assets 49,487 27,166
Current liabilities (6,325) (3,463)
---------------------------------------------------------------------
Working capital 43,162 23,703
---------------------------------------------------------------------
Budgeted capital expenditure to working
capital base 0.6 1.1
---------------------------------------------------------------------
Working capital to budgeted capital
expenditure (in months) 32.7 11.0
---------------------------------------------------------------------
(1) Budgeted capital expenditure for June 30, 2008 and December 31,
2007 can be materially different based on results of the
underground bulk sampling and the surface drilling programs.


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 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, in agreement with the Board of Directors,
currently does not use risk management contracts to set price
parameters for its production.

Sensitivity Analysis

The Company is still in the exploration stage of development of its
mineral exploration properties and as such generates nominal cash
flow or earnings from these properties. In addition the Company's
petroleum and natural gas operations provide only moderate cash flow
and as such, changes of $1.00 U.S. per barrel in the price of crude
oil, $0.10 per MCF in the price of natural gas and $0.01 change in
the Cdn/U.S. exchange rate would have no significant impact on the
cash flow of the Company.

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

Interest rate risk refers to the risk that the value of a financial
instrument or cash flows associated with the instrument will
fluctuate due to changes in market interest rates. Interest rate risk
arises from interest bearing financial assets and liabilities that
Comaplex uses. The principal exposure to the Company is on its cash
balances 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 has
more than sufficient tax pools.

The following illustrates the annual impact of a one percent
fluctuation in the Canadian prime interest rate:



As at
June 30, 2008
---------------------------------------------------------------------
Plus 1% Minus 1%
($000) Earnings Equity Earnings Equity
---------------------------------------------------------------------
Financial assets
----------------
Cash deposits 407 407 (407) (407)
Accounts receivable - - - -
Investments - - - -
Financial liabilities
---------------------
Accounts payable and
accrued liabilities - - - -
---------------------------------------------------------------------
Total increase (decrease) 407 407 (407) (407)
---------------------------------------------------------------------

As at
December 31, 2007
---------------------------------------------------------------------
Plus 1% Minus 1%
($000) Earnings Equity Earnings Equity
---------------------------------------------------------------------
Financial assets
----------------
Cash deposits 210 210 (210) (210)
Accounts receivable - - - -
Investments - - - -
Financial liabilities
---------------------
Accounts payable and
accrued liabilities - - - -
---------------------------------------------------------------------
Total increase (decrease) 210 210 (210) (210)
---------------------------------------------------------------------


Foreign exchange risk

---------------------
The Company has no foreign operations and currently sells all of its
product sales in Canadian currency. The Company has a U.S. cash
balance and earns an insignificant amount of interest on its U.S.
bank account. Comaplex does not mitigate CAD/USD exchange rate risk
by using risk management contracts.

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

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

- The Company only maintains its cash balances with a major
Canadian chartered bank.

- The majority of investments are only with entities that have
common management with the Company.

Of the accounts receivable balance at June 30, 2008 ($814,000) and
December 31, 2007 ($708,000) over 90 percent relates to product sales
with major oil and gas marketing companies all of which have always
paid within 30 days.

The Company assesses quarterly if there has been any impairment of
the financial assets of the Company. During the three month period
ended June 30, 2008 there was no impairment provision required on any
of the financial assets of the Company due to historical success of
collecting receivables. The Company does not have any significant
credit risk exposure to any single counterparty or any group of
counterparties having similar characteristics.

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

Liquidity risk
--------------

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

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

To help reduce these risks, the Company:

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

For further information: Additional information relating to the Trust may be found on SEDAR.COM as well as on the Trust's website at www.bonterraenergy.com


Contact Information

  • Comaplex Minerals Corp.
    George F. Fink
    President, and CEO

    Comaplex Minerals Corp.
    Garth E. Schultz
    Vice President - Finance and CFO
    (403) 262-5307
    FAX: (403) 265-7488