Comaplex Minerals Corp.
TSX : CMF

Comaplex Minerals Corp.

August 13, 2009 23:59 ET

Comaplex Minerals Corp. Announces Second Quarter 2009 Results

CALGARY, ALBERTA--(Marketwire - Aug. 13, 2009) -

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

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



Financial and Operational Highlights

Three Months Ended Six Months Ended
June 30 June 30
2009 2008 2009 2008
-------------------------------------------------------------------------
Financial ($000, except
$ per share)
Revenue
Mineral Division 77 136 116 328
Oil and Gas Division 425 914 982 1,703
Cash Flow from Operations (358) 421 (37) 1,142
Per Share Basic (0.01) 0.01 (0.00) 0.02
Per Share Diluted (0.01) 0.01 (0.00) 0.02
Net Earnings (loss) (984) 1,601 (1,316) 1,699
Per Share Basic (0.02) 0.03 (0.02) 0.04
Per Share Diluted (0.02) 0.03 (0.02) 0.04
Capital Expenditures
Mineral Division 3,851 8,749 6,973 17,198
Oil and Gas Division 184 41 348 59
Total Assets
Mineral Division 120,121 126,840
Oil and Gas Division 6,863 9,825
-------------------------------------------------------------------------
Oil and Gas Operations
Barrels of Oil Equivalent
(BOE) per Day(1) 150 162 160 174
-------------------------------------------------------------------------
(1) Barrels of Oil Equivalent (BOE) are calculated using a conversion
ratio of 6 MCF to 1 barrel of oil. The conversion is based on an
energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the wellhead
and as such may be misleading if used in isolation.


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

Report to Shareholders

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

Financial and Budgeting

Comaplex's working capital position at June 30, 2009 was approximately $15.5 million, including the value of liquid investments of approximately $4.5 million. Subsequent to quarter-end, Comaplex announced a bought deal financing on August 5, 2009 for 5,530,000 common shares at a price of $4.25 per common share for gross proceeds of $23,502,500. It is estimated that net proceeds will be approximately $22,200,000 with a closing date on or about August 25, 2009.

The 2009 Meliadine West exploration program consists mainly of the completion of a preliminary assessment in the first quarter of 2009, a 20,000 meter drill program to increase and upgrade its gold resource, the commencement of studies required prior to beginning a Feasibility Study and then to proceed with a Feasibility Study during the latter part of 2009. Approximately 2,000 meters is being allocated to reconnaissance drill holes on the western end of the property to ascertain the source of high grade gold bearing boulders in the area. Significant geotechnical drilling is also planned for this year.

Capital expenditures were $7.3 million during the first six months of 2009 with approximately 90 percent attributed to the Meliadine West project. The Company anticipates full-year capital expenditures to total approximately $15 million. In addition to the $23.5 million gross equity issue, existing working capital, anticipated cash flow from oil and gas operations and investment income are more than adequate to complete its 2009 capital projects and provides the necessary financing for the Company for 2010 to complete feasibility and, if positive, to obtain permitting to commence with the development of facilities.

Meliadine West Project Update

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

Drilling Program

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

The exploration drilling continues to provide impressive results. Drill results for the first six drill holes were released on June 15, 2009 (release 09-09) and the results from an additional 18 holes were released on July 13, 2009 (release 09-10).

Highlights from the 2009 Tiriganiaq drilling results include:

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

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

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

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

Meliadine East Project Update

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

Interim Studies

Detailed geotechnical, geochemical, and environmental studies are underway on all three of the gold deposits (Tiriganiaq, F Zone, and Discovery) located on the properties and on proposed mill, tailings, camp, and related infrastructure both at sites and in Rankin Inlet. This pre-feasibility to feasibility level work will be used in a Feasibility Study and the regulatory/permitting documentation.

Comaplex is currently working on the compilation of a Preliminary Project Description (PPD) for the regulators. Filing of this document with the government is the first major step in permitting the Meliadine gold project. Several of the detailed studies currently underway will need to be completed for inclusion into the PPD. Comaplex anticipates filing this document in the third quarter of 2009.

Outlook

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

(signed)

George F. Fink

President, CEO and Director

Financial and Operational Discussion

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

Forward-looking Information

Certain statements contained in this Management's Discussion and Analysis (MD&A) include statements which contain words such as "anticipate", "could", "should", "expect", "seek", "may", "intend", "likely", "will", "believe" and similar expressions, statements relating to matters that are not historical facts, and such statements of our beliefs, intentions and expectations about development, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and are based on certain assumptions and analysis made by us derived from our experience and perceptions. Forward-looking information in this MD&A includes, but is not limited to: expected cash provided by continuing operations; future capital expenditures, including the amount and nature thereof; gold, oil and natural gas prices and demand; expansion and other development trends of the precious metal industry; business strategy and outlook; expansion and growth of our business and operations; and maintenance of existing customer, supplier and partner relationships; supply channels; accounting policies; credit risks; and other such matters.

All such forward-looking information is based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

The risks, uncertainties, and assumptions are difficult to predict and may affect operations, and may include, without limitation: the risks of foreign exchange fluctuations; inflationary costs; general economic conditions; industry conditions; changes in applicable environmental, taxation and other laws and regulations as well as how such laws and regulations are interpreted and enforced; the existence of operating risks; volatility of precious metals and oil and natural gas prices; precious metal and oil and gas product supply and demand; risks inherent in the ability to generate sufficient cash flow from operations to meet current and future obligations; increased competition; stock market volatility; opportunities available to or pursued by us; and other factors, many of which are beyond our control.

In particular, the Company's largest project, the 'Meliadine West Gold Project', faces risks which are common to all projects in the current economic climate. These include delays caused by weather, labour and equipment shortages, available technical expertise, and contractor availability. Additional risks could include reductions in gold resources and mineable grades and non-technical issues, such as variations in commodity prices; all would impact the Company's ability to raise capital and influence project economics.

Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits will be derived therefrom. Except as required by law, Comaplex disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

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



QUARTERLY COMPARISONS

2009 2008
-------------------------------------------------------------------------
Q2 Q1 Q4 Q3 Q2 Q1
Financial ($000,
except $ per share)
Revenue
Mineral Division 77 39 152 328 136 192
Oil and Gas
Division 425 557 817 948 914 789
Cash Flow from
Operations (358) 321 336 774 421 721
Per Share Basic (0.01) 0.01 0.01 0.01 0.01 0.02
Per Share Diluted (0.01) 0.01 0.01 0.01 0.01 0.02
Net Earnings (Loss) (984) (332) 328 95 1,601 98
Per Share Basic (0.02) (0.01) 0.01 0.00 0.03 0.00
Per Share Diluted (0.02) (0.01) 0.01 0.00 0.03 0.00
Capital Expenditures
and Acquisitions
Mineral Division 3,851 3,122 8,292 9,559 8,749 8,449
Oil and Gas
Division 184 164 253 115 41 18
-------------------------------------------------------------------------
Oil and Gas Operations
Barrels of Oil
Equivalent (BOE)
per day(1) 150 177 195 179 162 186
-------------------------------------------------------------------------
2007
-------------------------------------------------------
Q4 Q3 Q2 Q1
Financial ($000,
except $ per share)
Revenue
Mineral Division 282 288 407 89
Oil and Gas
Division 818 671 759 781
Cash Flow from
Operations (76) 645 851 685
Per Share Basic (0.00) 0.01 0.02 0.01
Per Share Diluted (0.00) 0.01 0.02 0.01
Net Earnings (Loss) 2,854 (40) 270 (711)
Per Share Basic 0.06 (0.00) 0.01 (0.02)
Per Share Diluted 0.06 (0.00) 0.01 (0.02)
Capital Expenditures
and Acquisitions
Mineral Division 3,686 9,344 4,468 2,701
Oil and Gas
Division 38 71 81 42
-------------------------------------------------------
Oil and Gas Operations
Barrels of Oil
Equivalent (BOE)
per day(1) 207 195 196 227
-------------------------------------------------------
(1) Barrels of Oil Equivalent (BOE) are calculated using a conversion
ratio of 6 MCF to 1 barrel of oil. The conversion is based on an
energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the wellhead
and as such may be misleading if used in isolation.

Revenues

Three months ended Six months ended
June 30, March 31, June 30, June 30, June 30,
($ 000s) 2009 2009 2008 2009 2008
-------------------------------------------------------------------------
Revenue:
Mineral Division 77 39 136 116 328
Oil and Gas Sales 394 481 1,020 875 1,942
Investment income 78 82 158 160 250
-------------------------------------------------------------------------
Gross Revenue 549 602 1,314 1,151 2,520
-------------------------------------------------------------------------
Average Realized Prices:
Natural gas (per MCF) 3.76 5.04 10.38 4.49 9.12
Natural gas liquids
(per barrel) 41.13 14.72 98.14 30.24 86.22
-------------------------------------------------------------------------


Mineral revenue decreased by $212,000 for the first six months of 2009 compared to the first six months of 2008, which was mainly due to a combination of lower interest rates on cash invested and reduced cash balances. Revenues from mineral operations in the second quarter of 2009 increased from the first quarter of 2009 ($39,000). This increase is from interest on an advance of $12,000,000 for all of Q2 2009 to Bonterra Energy Corp. (see related party section) at a rate of Canadian Chartered Bank prime plus 0.25 percent which is substantially higher than rates which could have been obtained on secure investments such as BA's or GIC's with banks.

Gross revenue from the Company's petroleum and natural gas properties for the three and six months ended June 30, 2009 decreased compared to both the three months ended March 31, 2009 and the six months ended June 30, 2008 due to decreases in commodity prices as well as production volumes. On February 1, 2009, the operator of one of the Company's oil and gas properties unilaterally stopped allocating natural gas production (approximately 55 MCF per day) to the Company based on their interpretation of the unit agreement. It is the Company's position that their interpretation of the agreement is incorrect and Comaplex should continue to receive its natural gas production. No amount of the natural gas in dispute has been recorded as sales from this property for the months of February 2009 to June 2009. The Company has filed an objection with the operator outlining the Company's position and will actively defend its position through what ever legal options it has. Until the matter is resolved, no amounts will be accrued in respect of this production.

During the first quarter of 2009, the Company received an adjustment from the operator of the Company's most significant producing property (Garrington Elkton). The adjustment impacted the years 2004 and 2005. The overall net impact of the adjustment was not significant but it did result in financial statement line item adjustments. The adjustment increased natural gas sales and revenue but reduced liquids sales and revenues by an even greater amount (net reduction of approximately $62,000). The result was slightly lower production volumes of approximately 125 BOE for Q1 2009. The impact to average pricing was greater as the average liquid revenue was reduced at approximately $105 per barrel while gas revenues increased by $7.08 per MCF.



Production

Three months ended Six months ended
June 30, March 31, June 30, June 30, June 30,
2009 2009 2008 2009 2008
-------------------------------------------------------------------------
Natural gas (MCF per day) 672 884 789 777 825
Natural gas liquids
(barrels per day) 43 30 30 36 36
Total BOE per day 150 177 162 160 174
-------------------------------------------------------------------------


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



Royalties

Three months ended Six months ended
June 30, March 31, June 30, June 30, June 30,
($ 000s) 2009 2009 2008 2009 2008
-------------------------------------------------------------------------
Crown royalties 30 (23) 188 7 367
Gross overriding royalties 17 29 76 46 122
-------------------------------------------------------------------------
Total royalty expense 47 6 264 53 489
-------------------------------------------------------------------------


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



Production Costs

Three months ended Six months ended
June 30, March 31, June 30, June 30, June 30,
($ 000s) 2009 2009 2008 2009 2008
-------------------------------------------------------------------------
Production costs -
natural gas/NGLS 116 189 113 305 279
$ per BOE 8.58 11.81 7.65 10.54 8.81
-------------------------------------------------------------------------


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



General and Administrative (G&A) Costs

Three months ended Six months ended
June 30, March 31, June 30, June 30, June 30,
($ 000s) 2009 2009 2008 2009 2008
-------------------------------------------------------------------------
G&A costs - Minerals
Division 447 308 380 755 703
G&A costs - Oil and
Gas Division 37 34 39 71 90
-------------------------------------------------------------------------
Total G&A 484 342 419 826 793
-------------------------------------------------------------------------


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

Foreign Exchange Gain

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

Stock-Based Compensation

Stock-based compensation is a statistically calculated value representing the estimated expense of issuing employee stock options. The Company records a compensation expense over the vesting period based on the fair value of options granted to employees, directors and consultants. Stock-based compensation increased to $480,000 in the first half of 2009 from $439,000 for the first half of 2008. The increase was due primarily to the granting of 731,000 stock options in September, 2008, with the majority of the stock-based compensation being recognized in the first year after issuance. As of June 30, 2009, the Company had $1,008,000 of unamortized stock-based compensation to be expensed over the next two years.



Depletion, Depreciation and Accretion Expense

Three months ended Six months ended
June 30, March 31, June 30, June 30, June 30,
($ 000s) 2009 2009 2008 2009 2008
-------------------------------------------------------------------------
Depletion, depreciation
and accretion expense 188 191 96 379 198
-------------------------------------------------------------------------


The increase in depletion, depreciation and accretion expense for the six months of 2009 compared with the first six months of 2008 was due primarily to $200,000 of depreciation related to tangible mining equipment purchased during the fourth quarter of 2008. No mineral property abandonment costs were incurred in the first six months of 2009. The Company reviews the carrying value of its mineral properties on an ongoing basis and reduces the cost of properties if it is determined that the property values are lower than the property cost.

Income Tax Expense

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

The tax pool balances at June 30, 2009 totalled $117,237,000 and consist of the following pool balances.



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

(1) The non-capital losses expire $2,235,000 in 2010 and $512,000 in
2029.

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

Net Earnings (Loss)

Three months ended Six months ended
June 30, March 31, June 30, June 30, June 30,
($ 000s) 2009 2009 2008 2009 2008
-------------------------------------------------------------------------
Net earnings (loss) (984) (332) 1,601 (1,316) 1,699
-------------------------------------------------------------------------


Net earnings (loss) for the first half of 2009 decreased by $3,015,000 from the first half of 2008. The reduction was mainly due to future income tax adjustments, reduced oil and gas sales resulting from lower natural gas commodity prices as well as reduced interest income and increased depreciation costs relating to the mining equipment purchased in the fourth quarter of 2008. Net loss increased in Q2 2009 compared to Q1 2009 mostly due to the future income tax adjustments and lower commodity prices for natural gas.



Cash Flow from Operations

Three months ended Six months ended
June 30, March 31, June 30, June 30, June 30,
($ 000s) 2009 2009 2008 2009 2008
-------------------------------------------------------------------------
Cash flow from operations (358) 321 421 (37) 1,142
-------------------------------------------------------------------------


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

Liquidity and Capital Resources

At June 30, 2009, the Company had a working capital position of $15,484,000 (December 31, 2008 - $21,929,000). These numbers include the value of liquid investments of $4,530,000 at June 30, 2009 (December 31, 2008 - $3,621,000).

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

The Company currently has a projected capital expenditure budget of $15,000,000 for the Meliadine West and East projects for the 2009 year. Included in this amount is an annual option payment of $1,580,000 and expenditures of $13,420,000 on the advanced exploration of the Meliadine West and East projects. A further $460,000 is planned to be spent on oil and gas development projects. The $23,500,000 gross equity issue in August, 2009, existing working capital, anticipated cash flow from oil and gas operations and investment income are more than adequate to cover all planned expenditures for the remainder of the year. The Company attempts to maintain at least a six month cash balance for the estimated required capital expenditures.

Related Party

The Company paid a management fee to Bonterra Energy Corp. (Bonterra Corp.), a wholly owned subsidiary of Bonterra O&G, of $165,000 (2008 - $165,000). The Company also shares office rental costs and reimburses Bonterra Corp. for costs related to employee benefits and office materials. These costs have been included in general and administrative costs of the Company. In addition, Bonterra Corp. owns 689,682 (December 31, 2008 - 689,682) common shares in the Company. Services provided by Bonterra Corp. include executive services (CEO, president and vice president, finance duties), accounting services, oil and gas administration and office administration. All services performed are charged at estimated fair value. As at June 30, 2009, the Company had an account payable to Bonterra Corp. of $75,000 (December 31, 2008 - $56,000).

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

During the first quarter of 2009, the Company loaned Bonterra Corp. $12,000,000. The funds presently bear interest at Canadian Chartered Bank Prime plus 0.25 percent. The loan is subordinated to Bonterra Corp.'s bank debt and is unsecured. The loan is payable upon demand subject to availability under Bonterra Corp.'s line of credit. Bonterra Corp. has sufficient room under its line of credit to repay the loan. As of July 1, 2009, the interest was reduced to prime less 0.25 percent. This loan results in a substantial benefit to Comaplex and to Bonterra Corp. The interest paid to Comaplex is substantially higher than interest that could have been received from banks for investments in BA's or GIC's and the interest paid by Bonterra is substantially lower than bank interest that would have been charged to Bonterra.

The Company at June 30, 2009 owns 346,000 (December 31, 2008 - 346,000) common shares in Pine Cliff. Pine Cliff has common directors and management with the Company. Pine Cliff trades on the TSX Venture Exchange. As of June 30, 2009 the common shares have a fair value of $48,000 (December 31, 2008 - $87,000). The Company's ownership of 346,000 common shares represents less than one percent of the total issued and outstanding common shares of Pine Cliff. There were no intercompany transactions between Pine Cliff and the Company.

Additional information relating to the Company may be found on www.sedar.com and by visiting our website at www.comaplex.com.

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



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



Consolidated Statements of Earnings (Loss) and Retained Earnings

For the Periods Ended June 30 (unaudited)
Three Months Six Months
($ 000s except $ per share) 2009 2008 2009 2008
-------------------------------------------------------------------------
Minerals Division
Interest 77 147 116 305
Loss on sale of property
and investments - (38) - (38)
Mineral production royalty - 27 - 61
-------------------------------------------------------------------------
77 136 116 328
-------------------------------------------------------------------------
Oil and Gas Division
Oil and gas sales 394 1,020 875 1,942
Royalties (47) (264) (53) (489)
Investment income (Note 3) 78 158 160 250
-------------------------------------------------------------------------
425 914 982 1,703
-------------------------------------------------------------------------
Total Net Revenue 502 1,050 1,098 2,031
-------------------------------------------------------------------------
Expenses
Oil and gas production costs 116 113 305 279
General and administrative
Minerals division 447 380 755 703
Oil and gas division 37 39 71 90
Foreign exchange loss (gain) 5 8 (6) (39)
Stock-based compensation 238 225 480 439
Depletion, depreciation and
accretion 188 96 379 198
-------------------------------------------------------------------------
1,031 861 1,984 1,670
-------------------------------------------------------------------------
Earnings (Loss) Before Taxes (529) 189 (886) 361
-------------------------------------------------------------------------
Income Taxes (Recovery)
Current - - - -
Future (Note 6) 455 (1,412) 430 (1,338)
-------------------------------------------------------------------------
455 (1,412) 430 (1,338)
-------------------------------------------------------------------------
Net Earnings (Loss) for the
Period (984) 1,601 (1,316) 1,699
Retained earnings, beginning
of period 13,786 12,094 14,118 11,996
-------------------------------------------------------------------------
Retained Earnings, End of
Period 12,802 13,695 12,802 13,695
-------------------------------------------------------------------------
Net Earnings (Loss) Per
Share - Basic and Diluted (0.02) 0.03 (0.02) 0.04
-------------------------------------------------------------------------

Consolidated Statements of Comprehensive Income (Loss)
For the Periods Ended June 30 (unaudited)

Three Months Six Months
($ 000s except $ per share) 2009 2008 2009 2008
-------------------------------------------------------------------------
Net earnings (loss) for
the period (984) 1,601 (1,316) 1,699
-------------------------------------------------------------------------
Other Comprehensive Loss
Gain on investments 1,262 2,063 909 2,600
Future taxes on gain on
investments (191) (376) (136) (384)
Losses on investments
transferred to net income - 6 - 6
Future taxes on gain on
investments transferred
to net income - (1) - (1)
Future tax adjustment on
exchange of investments
(Note 6) 514 - 514 -
-------------------------------------------------------------------------
Other Comprehensive Income 1,585 1,692 1,287 2,221
-------------------------------------------------------------------------
Comprehensive Income (Loss) 601 3,293 (29) 3,920
-------------------------------------------------------------------------
Comprehensive Income (Loss)
Per Share - Basic and Diluted 0.01 0.07 (0.00) 0.08
-------------------------------------------------------------------------

Consolidated Statements of Cash Flow
For the Periods Ended June 30 (unaudited)

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


Notes to the Consolidated Interim Financial Statements
Periods ended June 30, 2009 and 2008 (unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. CHANGE IN ACCOUNTING POLICIES

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

On January 1, 2009, the Company adopted the CICA's EIC-173, "Credit
Risk and the Fair Value of Financial Assets and Financial
Liabilities". The EIC provides guidance on how to take into account
credit risk of an entity and counterparty when determining the fair
value of financial assets and financial liabilities, including
derivative instruments. The adoption of this EIC had no impact on the
Company's consolidated financial statements.

Recent and Pending Accounting Pronouncements

In June 2009, the CICA issued amendments to CICA Handbook Section
3862, "Financial Instruments - Disclosures". The amendments include
enhanced disclosures related to the fair value of financial
instruments and the liquidity risk associated with financial
instruments. The amendments will be effective for annual financial
statements for fiscal years ending after September 30, 2009. The
amendments are consistent with recent amendments to financial
instrument disclosure standards in International Financial Reporting
Standards ("IFRS"). The Company will include these additional
disclosures in its annual consolidated financial statements for the
year ending December 31, 2009.

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

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

The Canadian Accounting Standards Board has confirmed that IFRS will
replace Canadian GAAP effective January 1, 2011, including
comparatives for 2010, for Canadian publicly accountable enterprises.
The Company has completed its high-level IFRS impact study and
established a preliminary timeline for the execution and completion
of the conversion project. The impact of IFRS on the Company's
consolidated financial statements is not reasonably determinable at
this time.

3. RELATED PARTIES

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

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

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

During the first quarter of 2009, the Company loaned Bonterra Corp.
$12,000,000. The funds presently bear interest at Canadian Chartered
Bank Prime plus 0.25 percent. On July 1, 2009, the interest rate was
reduced to prime less 0.25 percent. The loan is subordinated to
Bonterra Corp.'s bank debt and is unsecured. The loan is payable upon
demand subject to availability under Bonterra Corp.'s line of credit.
Bonterra Corp. has sufficient room under its line of credit to repay
the loan. Interest earned on the loan during the first half of 2009
was $79,000.

The Company, at June 30, 2009, owns 204,633 (December 31, 2008 -
204,633) shares in Bonterra O&G representing just over one percent of
the outstanding shares of Bonterra O&G. The shares have a fair value
of $4,482,000 (December 31, 2008 - $3,534,000). In 2009, the Company
received investment income of $160,000 (2008 - $250,000).
The Company, at June 30, 2009, owns 346,000 (December 31, 2008 -
346,000) common shares in Pine Cliff Energy Ltd. (Pine Cliff). Pine
Cliff has common directors and management with the Company. Pine
Cliff shares trade on the TSX Venture Exchange. As of June 30, 2009,
the common shares have a fair value of $48,000 (December 31, 2008 -
$87,000). The Company's ownership of 346,000 common shares represents
less than one percent of the total issued and outstanding common
shares of Pine Cliff.

4. INCOME TAXES

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



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

The Company has the following tax pools which may be used to reduce
taxable income in future years, limited to the applicable rates of
utilization:

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


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



5. SHARE CAPITAL

Authorized

Unlimited number of common shares without nominal or par value

Unlimited number of first preferred shares

Issued

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

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

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

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

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


The Company provides a stock option plan for its directors, officers,
employees and consultants. Under the plan, the Company may grant
options for up to 10 percent of the outstanding common shares which
as of June 30, 2009 was 5,270,653 (December 31, 2008 - 5,270,653).
The exercise price of each option granted equals the market price of
the Company's stock on the date of grant and the option's maximum
term is five years. Options generally vest one-third each year for
the first three years of the option term.

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



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

The following table summarizes information about options outstanding
at June 30, 2009:

Options Outstanding Options Exercisable
-------------------------------------------------------------------------
Weighted-
Number Average Weighted- Number Weighted-
Range of Outstanding Remaining Average Exercisable Average
Exercise At Contractual Exercise At Exercise
Prices 06/30/09 Life Price 06/30/09 Price
-------------------------------------------------------------------------
$3.20 to $3.60 1,853,000 0.7 years $3.20 1,250,500 $3.20
4.70 to 5.30 225,000 1.7 years 5.06 120,000 5.03
5.40 to 5.90 767,000 2.0 years 5.84 18,000 5.49
6.00 to 6.30 50,000 1.9 years 6.03 17,500 6.04
-------------------------------------------------------------------------
$3.20 to $6.30 2,895,000 1.1 years $4.11 1,406,000 $3.42
-------------------------------------------------------------------------

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

June 30, December 31,
2009 2008
---------------------------------------------------------------------
Weighted-average risk free interest rate (%) 1.4 2.8
Dividend yield (%) 0.0 0.0
Expected life (years) 3.0 2.7
Weighted-average volatility (%) 51.0 44.0

6. ACCUMULATED OTHER COMPREHENSIVE INCOME

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

Other
Compre-
January 1, hensive December 31,
2008 Loss 2008
---------------------------------------------------------------------
Unrealized gains (losses) net
of tax on available-for-sale
investments 2,272 (1,341) 931
---------------------------------------------------------------------

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

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

7. BUSINESS SEGMENT INFORMATION

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

Three Months ended Six Months ended
June 30 June 30
---------------------------------------------------------------------
($ 000s) 2009 2008 2009 2008
---------------------------------------------------------------------
Gross revenue
Mineral exploration 77 136 116 328
Oil and Gas 472 1,178 1,035 2,192
---------------------------------------------------------------------
549 1,314 1,151 2,520
---------------------------------------------------------------------
Depletion, depreciation,
accretion, and abandonment
Mineral exploration 126 36 248 73
Oil and Gas 62 60 131 125
---------------------------------------------------------------------
188 96 379 198
---------------------------------------------------------------------
Net earnings (loss)
Mineral exploration (1,148) 1,148 (1,669) 892
Oil and Gas 164 453 353 807
---------------------------------------------------------------------
(984) 1,601 (1,316) 1,699
---------------------------------------------------------------------
Property and equipment
expenditures
Mineral exploration 3,851 8,749 6,973 17,198
Oil and Gas 184 41 348 59
---------------------------------------------------------------------
4,035 8,790 7,321 17,257
---------------------------------------------------------------------
Total assets (2008 amounts
as of December 31, 2008)
Mineral exploration 120,121 126,553
Oil and Gas 6,863 5,812
---------------------------------------------------------------------
126,984 132,365
---------------------------------------------------------------------


8. FINANCIAL AND CAPITAL RISK MANAGEMENT

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

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

- Cash deposits;
- Receivables;
- Loan to related party;
- Common share investments;
- Payables;

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

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

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

The Company's objectives when managing capital are to safeguard the
Company's ability to continue as a going concern, so that it can
continue to provide returns to its Shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital. In order to maintain or adjust the
capital structure, the Company may issue new shares.
The Company monitors capital on the basis of the ratio of budgeted
exploration capital requirements to current working capital. This
ratio is calculated using the projected cash requirements for nine
months to 18 months in advance and maintaining a working capital
balance of at least six months to satisfy this requirement on a
continuous basis.

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

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

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

a) Financial assets, financial liabilities

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



Table 1

As at June 30, 2009 As at December 31, 2008
---------------------------------------------------------------------
Carrying Fair Face Carrying Fair Face
($ 000s) Value Value Value Value Value Value
---------------------------------------------------------------------
Financial assets
Accounts
receivable 270 270 274 817 817 906
Loan to related
party 12,000 12,000 12,000 - - -
Investments 4,530 4,530 - 3,621 3,621 -
---------------------------------------------------------------------
Financial
liabilities
Accounts payable
and accrued
liabilities 2,202 2,202 2,202 4,566 4,566 4,566
---------------------------------------------------------------------

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

June 30, December 31,
($ 000s) 2009 2008
---------------------------------------------------------------------
Budgeted capital expenditure(1) 12,000 12,500
---------------------------------------------------------------------
Number of months budgeted 9 12
---------------------------------------------------------------------
Current assets 17,686 26,495
Current liabilities (2,202) (4,566)
---------------------------------------------------------------------
Working capital 15,484 21,929
---------------------------------------------------------------------
Budgeted capital expenditure to
working capital base 0.8 0.6
---------------------------------------------------------------------
Working capital to budgeted capital
expenditure (in months) 11.6 21.1
---------------------------------------------------------------------

(1) Budgeted capital expenditure represents the Company's estimated
future nine months (December 31, 2008 - twelve months) capital
expenditures and may materially change between quarters. Actual
capital expenditure from quarter to quarter can be materially
different from the budgeted capital expenditure.


b) Risks and mitigations

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

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

The Company's principal operation is the development of its Meliadine
gold properties. The Company also engages to a much lesser extent in
the production and sale of oil and natural gas. Fluctuations in
prices of these commodities may directly impact the Company's
performance and ability to continue with its operations.
The Company's management, at the direction of the Board of Directors,
currently does not use risk management contracts to set price
parameters for its production.

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

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

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

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

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

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

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

- The Company only maintains its cash balances with low risk
exposure which frequently results in receiving lower interest
rates on investments.

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

Of the accounts receivable balance at June 30, 2009 ($270,000) and
December 31, 2008 ($817,000) over 90 percent relates to product sales
with major oil and gas marketing companies all of which have always
paid within 30 days, amounts due from the government of Canada for
goods and services tax credits and interest from a related party.
The Company assesses quarterly if there has been any impairment of
the financial assets of the Company. During the year ended
December 31, 2008, there was a full impairment provision required on
an outstanding receivable for the mineral production royalty of
$84,000 as the operator of the production facility went into CCAA
protection. No impairment provision was required on the oil and gas
financial assets of the Company due to historical success of
collecting receivables. The Company does not have any significant
credit risk exposure to any single counterparty or any group of
counterparties having similar characteristics.

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

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

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

- The Company will not have sufficient funds to settle a
transaction on the due date;

- Comaplex will not have sufficient funds to continue with its
financing of its major exploration project;

- The Company will be forced to sell assets at a value which is
less than what they are worth; or

- Comaplex may be unable to settle or recover a financial asset at
all.

To help reduce these risks, the Company:

- Has a general capital policy of maintaining at least six months
of annual budgeted capital requirements as its working capital
base;

- Holds current investments that are readily tradable should the
need arise; and

- Maintains a continuous evaluation approach as to the financing
requirements for its largest exploration program; the "Meliadine
West Project."

9. SUBSEQUENT EVENT - SHARE ISSUANCE

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

For further information: Additional information relating to the Company may be found on www.sedar.com and by visiting our website at www.comaplex.com.

Contact Information

  • Comaplex Minerals Corp.
    George F. Fink
    President and CEO
    (403) 265-2846


    Comaplex Minerals Corp.
    Mark J. Balog
    Chief Operating Officer
    (403) 265-2846


    Comaplex Minerals Corp.
    Kirsten Kulyk
    Manager - Investor Relations
    (403) 265-2846
    info@comaplex.com