Comaplex Minerals Corp.
TSX : CMF

Comaplex Minerals Corp.

May 11, 2007 23:59 ET

Comaplex Minerals Corp. Announces Three Month 2007 Results

CALGARY, ALBERTA--(Marketwire - May 11, 2007) -

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

Comaplex Minerals Corp. (www.comaplex.com) (TSX:CMF) is pleased to announce its financial and oil and gas operational results for the three months ended March 31, 2007.



FINANCIAL AND OPERATIONAL HIGHLIGHTS

2007 2006 2006
1st Quarter 4th Quarter 1st Quarter
-------------------------------------------------------------------------
Financial ($000, except $
per share)
Revenue
Mineral Division 89 61 80
Oil and Gas Division 781 893 968
Funds Flow from Operations (1) 427 676 607
Per Share Basic 0.01 0.02 0.02
Per Share Diluted 0.01 0.02 0.02
Net Earnings (Loss) (711) 614 197
Per Share Basic (0.02) 0.01 0.01
Per Share Diluted (0.02) 0.01 0.01
Capital Expenditures
Mineral Division 2,701 1,010 2,294
Oil and Gas Division 42 30 58

Total Assets

Mineral Division 78,310 52,475 49,174
Oil and Gas Division 8,006 4,943 5,134
-------------------------------------------------------------------------
Oil and Gas Operations
Barrel of Oil Equivalent per day (2) 227 274 308
-------------------------------------------------------------------------
(1) Funds flow from operations is not a recognized measure under GAAP.

Management believes that in addition to net earnings, funds flow from
operations is a useful supplemental measure as it demonstrates the
Company's ability to generate the cash necessary to fund future
growth through capital investment. Investors are cautioned, however,
that this measure should not be construed as an indication of the
Company's performance. The Company's method of calculating this
measure may differ from other issuers and accordingly, it may not be
comparable to that used by other issuers. For these purposes, the
Company defines funds flow from operations as funds provided by
operations before changes in non-cash operating working capital 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, 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 operations; foreign exchange fluctuations; equipment and labour shortages and inflationary costs; general economic conditions; industry conditions; changes in applicable environmental, taxation and other laws and regulations as well as how such laws and regulations are interpreted and enforced; the ability of mineral companies to raise capital; the effect of weather conditions on operations and facilities; the existence of operating risks; volatility of precious metals and oil and natural gas prices; precious metal and oil and gas product supply and demand; risks inherent in the ability to generate sufficient cash flow from operations to meet current and future obligations; increased competition; stock market volatility; opportunities available to or pursued by us; and other factors, many of which are beyond our control.

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

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

General Discussion
------------------

The Company is pleased to report its financial and operational results for the first quarter of 2007 and the progress it has made with regard to its exploration plans for 2007. At March 31, 2007 the Company had working capital of $35,247,000 and along with the Company's funds flow is adequately financed to complete capital projects that are budgeted at approximately $16,500,000.

During the first quarter of 2007 Comaplex was successful in completing its financing and in proceeding with its 2007 program for the Meliadine West Property.

In March 2007 the Company completed a financing with a syndicate consisting of BMO Capital Markets (lead), Haywood Securities Inc., and J. F. Mackie & Company Ltd. The Underwriters agreed to buy on a private placement bought deal basis 6,000,000 common shares at a price of $4.45 per share for gross proceeds of $26,700,000 (net approximately $25,000,000). This financing will provide working capital for Comaplex to complete its aggressive program during the next year and a half.

Meliadine West Property




Comaplex is presently focusing on:

- An approximate 18,000 meter drill program that commenced in April to
upgrade a portion of its gold resource in the Tiriganiaq deposit from
an inferred category to an indicated category and to conduct
additional infill and exploratory drilling to increase total
resources;

- Planning, permitting, and execution of an underground exploration
program and bulk sample extraction, beginning in the third quarter of
2007, to verify the grade and continuity of the Tiriganiaq deposit;

- Continuing to assess, evaluate, and conduct environmental studies on
the Meliadine West property;

- Completion of a scoping study on the Tiriganiaq deposit.



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

Financial and Operational Discussion
------------------------------------

First quarter 2007 revenues from mineral operations increased marginally to $89,000 from $80,000 for the 2006 first quarter. Revenue for the first quarter of 2007 increased by $28,000 over the fourth quarter of 2006 due to interest earned in March on the private placement proceeds (see liquidity section).

Net revenue for the oil and gas division decreased to $781,000 in the first quarter of 2007 from $968,000 in the first quarter of 2006. The decrease was primarily due to decreased production volumes and commodity prices as well as the elimination of the Alberta royalty tax credit effective January 1, 2007. Net revenue quarter over quarter declined by approximately $112,000 due to lower commodity prices as well as a timing difference in the recording of trust income from the Company's investments, whereby in Q1, 2007 only two distributions were declared compared to four in Q4, 2006. This is a normal event at year ends for income from trust distributions.

Natural gas liquid and natural gas production during the three months ended March 31, 2007, averaged 227 barrels of oil equivalent (BOE) per day. Total production consisted of 46 barrels per day of liquids and 1,086 MCF per day of natural gas. Average production during the corresponding 2006 three month period was 51 barrels per day of liquids and 1,547 MCF per day of natural gas. The decrease is predominantly due to normal production declines of approximately 12 percent, seasonal maintenance performed in March at one of the Company's main gas plant and a production problem relating to one of the Company's best gas producing wells. Production for the rest of 2007 is anticipated to recover upon completion of the plant maintenance and the repairing of the gas well.

Natural gas prices increased to an average of $6.46 per MCF in 2007 compared to $6.41 per MCF in the first quarter of 2006 and $5.03 in the fourth quarter of 2006. The difference from Q4 prices is due to the lower BTU value of the Company's currently shut in production. Liquid prices decreased in the first quarter of 2007 to $58.00 from $60.96 in the corresponding 2006 period and increased from $56.16 received in the fourth quarter of 2006.

Natural gas and natural gas liquid production costs for the first quarter of 2007 were $108,000 ($5.27 per BOE) compared to $150,000 ($5.41 per BOE) for the first quarter of 2006 and $72,000 ($2.86 per BOE) for the fourth quarter of 2006. The Q1, 2007 decrease over the first quarter of 2006 was due mainly to increased third party plant processing fee recoveries in 2007. The increase in the first quarter of 2007 production costs over the fourth quarter of 2006 is due to the payment of $57,000 of freehold mineral tax in the first quarter.

General and administrative costs for mineral operations increased marginally to $269,000 in the first three months of 2007 compared to $260,000 in the corresponding 2006 period. On a quarter over quarter basis, general and administrative costs increased by $90,000 from $179,000 in the fourth quarter of 2006. The increase from the 2006 Q4 amount was primarily due to increased employee compensation and benefit expenses, annual report related expenditures, and bank charges related to the renewal of the letter of credit that has been provided to guarantee funds for future site reclamation on the Meliadine property.

General and administrative costs related to oil and gas activities increased marginally to $38,000 in Q1 2007 from $30,000 in Q1 2006 and Q4 2006. The increase is due to the higher than anticipated costs in respect of the preparation of the independent oil and gas engineering report.

The Company paid a management fee to Bonterra Energy Corp. ("Bonterra Corp.") (Formally Comstate Resources Ltd.), a wholly owned subsidiary of Bonterra Energy Income Trust ("Bonterra"), of $75,000 (2006 - $75,000). 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, 2006 - 689,682) common shares in the Company. Bonterra Corp. is the administrator for Bonterra. Services provided by Bonterra Corp. include executive services (president and vice president, finance duties), accounting services, oil and gas administration and office administration. All services performed are charged at estimated fair value.

Stock based compensation increased to $325,000 in the first quarter of 2007 from $39,000 and $291,000 for the first and fourth quarters of 2006 respectively. The increase was due primarily to the granting of 1,818,000 stock options in October, 2006.

Depletion, depreciation and accretion expense decreased to $156,000 for the first quarter of 2007 compared to $178,000 for the first quarter of 2006. The decrease was due primarily to lower oil and gas production volumes. Quarter over quarter saw a marginal increase of $7,000. No mineral property abandonment costs were incurred in the quarter. The Company reviews the carrying value of its mineral properties on an ongoing basis and reduces the cost of properties if it is determined that the property values are lower than the property cost.

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 March 31, 2007 totalled $76,896,000 and consist of the following pool balances.




Rate of
Utilization
% Amount
-------------------------------------------------------------------------
Undepreciated capital costs 10-100 $ 471,000
Foreign exploration expenditures 10 945,000
Share issue costs 20 1,647,000
Earned depletion expenses (successored) 25 2,299,000
Canadian development expenditures 30 17,488,000
Non-capital loss carryforward 100 6,750,000
Canadian exploration expenditures
(successored) 100 33,368,000
Canadian exploration expenditures 100 13,928,000
-------------------------------------------------------------------------
$76,896,000
-------------------------------------------------------------------------



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

Net earnings (loss) for the first quarter of 2007 was ($711,000) compared to $197,000 in the corresponding 2006 period and $614,000 in the fourth quarter of 2006. The decrease from the 2006 first quarter is predominantly due to an increased stock based compensation, reduced oil and gas revenues and an increase in the provision for future income taxes to $664,000 from $193,000. The decrease from the fourth quarter of 2006 was due primarily to a $1,501,000 future tax benefit adjustment in the fourth quarter of 2006.

On January 1, 2007 the Company adopted the new accounting standards regarding the accounting for financial instruments. On adoption the Company increased its investments by $3,105,000 for the fair value of this investment. This adjustment resulted in a further increase in the future income tax liability and accumulated other comprehensive income of $510,000 and $2,595,000 respectively. Other comprehensive income for the quarter included an increase in the unrealized gain on investment of $175,000 net of $30,000 in income tax.

Funds flow from operations decreased in Q1 of 2007 to $427,000 from $607,000 for the 2006 first three month period. The decrease was primarily due to decreased oil and gas sales. Quarter over quarter saw a decrease of $249,000. The decrease from the fourth quarter of 2006 was primarily due to a reduction in investment income because of timing differences in distributions from investments (four distributions declared in Q4 verses two distributions in Q1) and decreased natural gas production.

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




Three Months Ended March 31 2007 2006
Cash flow from operating activities $ 664,000 $ 631,000
Items not affecting funds flow
Accounts receivable 102,000 (166,000)
Prepaid expenses 52,000 50,000
Accounts payable and accrued liabilities (399,000) 109,000
Asset retirement obligations settled 8,000 (17,000)
-------------------------------------------------------------------------
Funds flow for the period $ 427,000 $ 607,000
-------------------------------------------------------------------------



At March 31, 2007, the Company had a working capital position of $35,247,000 (December 31, 2006 - $10,308,000). The Company completed a private placement on March 23, 2007 resulting in the issuance of 6,000,000 common shares at a price of $4.45 per common share for gross proceeds of $26,700,000. The Company paid a commission of 5.75 percent of the gross proceeds ($1,535,000) plus legal, accounting and commission costs of approximately $210,000.

The Company currently has a projected capital expenditure budget of $15,500,000 for the Meliadine West and East projects. A further $200,000 is planned to be spent on miscellaneous other mineral exploration plays in 2007. In addition, Comaplex was informed in 2006 by the operator of the Garrington Elkton property that the Company's share of a proposed oil and gas capital program will be approximately $800,000. This program was delayed in 2006 and may possibly be completed in 2007. All planned expenditures will be funded from existing working capital, and anticipated cash flow from oil and gas operations and investment income.

The TSX does not accept responsibility for the adequacy or 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 March 31, 2007 (unaudited)
and December 31, 2006
2007 2006
-------------------------------------------------------------------------

Assets

Current
Cash $ 29,738,000 $ 4,759,000
Accounts receivable 501,000 362,000
Prepaid expenses 203,000 151,000
Investments (for December 31, 2006
recorded at cost;

Market value - $5,637,000) (Note 2) 5,842,000 2,532,000
-------------------------------------------------------------------------
36,284,000 7,804,000
Future Income Tax Asset 3,540,000 4,261,000
-------------------------------------------------------------------------
Property and Equipment

Mineral properties 44,913,000 43,668,000
Petroleum and natural gas properties

and related equipment 8,522,000 8,485,000

Other 227,000 221,000

Accumulated depletion, depreciation
and amortization (7,170,000) (7,021,000)
-------------------------------------------------------------------------
46,492,000 45,353,000
-------------------------------------------------------------------------
$ 86,316,000 $ 57,418,000
-------------------------------------------------------------------------
Liabilities

Current

Accounts payable and accrued liabilities $ 1,037,000 $ 601,000
Asset Retirement Obligations 587,000 588,000
-------------------------------------------------------------------------
1,624,000 1,189,000
-------------------------------------------------------------------------

Shareholders' Equity

Share capital (Note 3) 71,346,000 44,922,000
Contributed surplus 1,664,000 1,684,000
-------------------------------------------------------------------------
73,010,000 46,606,000
-------------------------------------------------------------------------
Retained earnings 8,912,000 9,623,000
Accumulated other comprehensive
income (Note 4) 2,770,000 -
-------------------------------------------------------------------------
11,682,000 9,623,000
-------------------------------------------------------------------------
84,692,000 56,229,000
-------------------------------------------------------------------------
$ 86,316,000 $ 57,418,000
-------------------------------------------------------------------------


COMAPLEX MINERALS CORP.

CONSOLIDATED STATEMENTS OF EARNINGS

AND RETAINED EARNINGS

-------------------------------------------------------------------------

For the Three Months Ended
March 31 (unaudited)
2007 2006
-------------------------------------------------------------------------
Revenue
Minerals Division
Interest $ 67,000 $ 63,000
Mineral production royalty 15,000 17,000
Gain on sale of property 7,000 -
-------------------------------------------------------------------------
89,000 80,000
-------------------------------------------------------------------------
Oil and Gas Division
Oil and gas sales 862,000 1,093,000
Royalties (171,000) (272,000)
Alberta royalty tax credits - 53,000
Trust distributions (Note 2) 90,000 94,000
-------------------------------------------------------------------------
781,000 968,000
-------------------------------------------------------------------------
870,000 1,048,000
-------------------------------------------------------------------------

Expenses

Oil and gas production costs 108,000 150,000
General and administrative
Minerals division 269,000 260,000
Oil and gas division 38,000 30,000
Foreign exchange loss 21,000 1,000
Stock based compensation 325,000 39,000
Depletion, depreciation and accretion 156,000 178,000
-------------------------------------------------------------------------
917,000 658,000
-------------------------------------------------------------------------
Earnings (Loss) Before Taxes (47,000) 390,000

Income Taxes

Current - -
Future 664,000 193,000
-------------------------------------------------------------------------
664,000 193,000
-------------------------------------------------------------------------
Net Earnings (Loss) for the Period (711,000) 197,000
Retained earnings, beginning of period 9,623,000 7,539,000
-------------------------------------------------------------------------
Retained Earnings, End of Period $ 8,912,000 $ 7,736,000
-------------------------------------------------------------------------
Net Earnings Per Share - Basic ($0.02) $ 0.01
-------------------------------------------------------------------------
Net Earnings Per Share - Diluted ($0.02) $ 0.01
-------------------------------------------------------------------------

COMAPLEX MINERALS CORP.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
-------------------------------------------------------------------------
For the Three Months Ended March 31 (unaudited)
2007
-------------------------------------------------------------------------
Net earnings (loss) for the period ($711,000)
Unrealized gains on investments (net of tax $30,000) 175,000
-------------------------------------------------------------------------
Changes in unrealized gains and losses on
available-for-sale financial assets 175,000
-------------------------------------------------------------------------
Other comprehensive income 175,000
-------------------------------------------------------------------------
Comprehensive income (loss) ($536,000)
-------------------------------------------------------------------------

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

For the Three Months Ended
March 31 (unaudited)
2007 2006
-------------------------------------------------------------------------
Operating Activities
Net earnings (loss) for the period ($711,000) $ 197,000
Items not affecting cash
Gain on sale of property (7,000) -
Stock based compensation 325,000 39,000
Depletion, depreciation and accretion 156,000 178,000
Future income taxes 664,000 193,000
-------------------------------------------------------------------------
427,000 607,000
-------------------------------------------------------------------------
Change in non-cash operating working capital
Accounts receivable (139,000) 166,000
Prepaid expenses (52,000) (50,000)
Accounts payable and accrued liabilities 436,000 (109,000)
Asset retirement obligations
recovered (settled) (8,000) 17,000
-------------------------------------------------------------------------
237,000 24,000
-------------------------------------------------------------------------
Cash Provided By Operating Activities 664,000 631,000
-------------------------------------------------------------------------
Financing Activities
Issue of shares pursuant to
private placement 26,700,000 -
Issue of shares under employees
stock option Plan 638,000 -
Share issue costs (1,743,000) -
-------------------------------------------------------------------------
Cash Provided by Financing Activities 25,595,000 -
-------------------------------------------------------------------------
Investing Activities
Mineral exploration property and
equipment expenditures (2,701,000) (2,294,000)
Mineral exploration property and
equipment disposals 1,463,000 -
Oil and gas property and equipment
expenditures (42,000) (58,000)
-------------------------------------------------------------------------
Cash Used in Investing Activities (1,280,000) (2,352,000)
-------------------------------------------------------------------------
Net Cash Inflow (Outflow) 24,979,000 (1,721,000)
Cash, Beginning of Period 4,759,000 9,430,000
-------------------------------------------------------------------------
Cash, End of Period $ 29,738,000 $ 7,709,000
-------------------------------------------------------------------------
Cash, interest paid $ - $ -
Cash, taxes paid $ - $ -

COMAPLEX MINERALS CORP.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
-------------------------------------------------------------------------
Periods Ended March 31, 2007 and 2006 (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 the Company's 2006 annual financial
statements. These interim financial statements do not include all
disclosures required for annual financial statements. The interim
financial statements as presented should be read in conjunction with
the 2006 annual financial statements.

Financial instruments - recognition and measurement
On January 1, 2007, the Company adopted Section 3855 of the Canadian
Institute of Chartered Accounts' ("CICA") Handbook, "Financial
Instruments - Recognition and Measurement". It exposes the standards
for recognizing and measuring financial instruments in the balance
sheet and the standards for reporting gains and losses in the
financial statements. Financial assets available for sale, assets and
liabilities held for trading and derivative financial instruments,
part of a hedging relationship or not, have to be measured as fair
value.

The Company has made the following classifications:

- Investments are classified as available-for sale and will thus be
marked-to-market through comprehensive income at each period end.

- Accounts receivable are classified as loans and receivables and
are recorded at amortized cost using the effective interest
method. Gains and losses are recognized in net earnings when the
asset is no longer recognized.

- Accounts payable and accrued liabilities are classified as other
financial liabilities and are recorded at amortized cost using the
effective interest method. Gains and losses are recognized in net
earnings when the liability is no longer recognized.

The adoption of this Section is done retroactively without
restatement of the consolidated financial statements of prior
periods. As of January 1, 2007, the impact on the consolidated
balance sheet of measuring the investments at marked-to-market was an
increase of $3,105,000 to investments, a decrease in future tax asset
of $510,000 and an increase in accumulated other comprehensive income
of $2,595,000.

The Company selected January 1, 2003 as its transition date for
embedded derivatives. An embedded derivative is a component of a
financial instrument or another contract of which the characteristics
are similar to a derivative. This had no impact on the consolidated
financial statements.

Comprehensive income

On January 1, 2007, the Company adopted Section 1530 of the CICA
Handbook, "Comprehensive Income". It describes reporting and
disclosure recommendations with respect to comprehensive income and
its components. Comprehensive income is the change in shareholders'
equity, which results from transactions and events from sources other
than the Company's shareholders. These transactions and events
include unrealized gains and losses from changes in fair value of
certain financial instruments.

The adoption of this Section implied that the Company now presents a
consolidated statement of comprehensive income as a part of the
consolidated financial statements.

Equity

On January 1, 2007, the Company adopted Section 3251 of the CICA
Handbook "Equity" replacing Section 3250 "Surplus". It describes
standards for the presentation of equity and changes in equity for
reporting period as a result of the application of Section 1530
"Comprehensive Income".

Accounting changes

The Company also adopted Section 1506, "Accounting Changes," the only
impact of which is to provide disclosure of when an entity has not
applied a new source of GAAP that has been issued but is not yet
effective. This is the case with Section 3862, "Financial Instruments
Disclosures" and Section 3863, "Financial Instruments Presentations"
which are required to be adopted for fiscal years beginning on or
after October 1, 2007. The Company will adopt these standards on
January 1, 2008 and it is expected the only effect on the Company
will be incremental disclosures regarding the significance of
financial instruments for the entity's financial position and
performance; and the nature, extent and management of risks arising
from financial instruments to which the entity is exposed.

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) a publicly traded oil and gas income trust on the Toronto
Stock Exchange) a company with common directors and management, of
$75,000 (2006 - $75,000). Services provided by Bonterra Corp include
executive services (CEO and CFO duties), accounting services, oil and
gas administration and office administration. Bonterra Corp owns
689,682 (December 31, 2006 - 689,682) common shares in the Company.
Bonterra Corp is the administrator of Bonterra.

As of March 31, 2007, the Company owns 204,633 (December 31, 2006
- 204,633) units in Bonterra representing approximately one percent
of the outstanding units of Bonterra. The units have an accounting
cost of $5,443,000 (December 31, 2006 - $2,321,000) and a quoted
market value of $5,443,000 (December 31, 2006 - $5,233,000). The
Company received distributable income in the first quarter of 2007 of
$90,000 (March 31, 2006 - $94,000).

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 277,000 (December 31, 2006 - 277,000) common shares
representing less than one percent of the total issued and
outstanding common shares of Pine Cliff. The shares have an
accounting cost of $177,000 (December 31, 2006 - $42,000) and a
quoted market value of $177,000 (December 31, 2006 - $180,000). There
have been no transactions between Pine Cliff and the Company.

3. SHARE CAPITAL

Authorized

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

2007
---------------------------------------------------------------------
Number Amount
---------------------------------------------------------------------
Common Shares
Balance, January 1, 2007 39,451,771 $ 44,922,000
Issued pursuant to private placement 6,000,000 26,700,000
Issue costs on private placement - (1,743,000)
Issued on exercise of stock options 510,200 638,000
Transfer of contributed surplus to
share capital - 345,000
Future tax adjustment on share
issue costs - 484,000
---------------------------------------------------------------------
Balance, March 31, 2007 45,961,971 $ 71,346,000
---------------------------------------------------------------------
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 March 31, 2007 was 4,596,197. The exercise price of each option
granted equals the market price of the Company's stock on the date of
grant and the option's maximum term is five years. Options 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
March 31, 2007 and December 31, 2006 and changes during the three
months ended March 31, 2007 and year ending December 31, 2006 is
presented below:

March 31, 2007 December 31, 2006
---------------------------------------------------------------------
Weighted Weighted
Shares -Average Shares -Average
Exercise Price Exercise Price
---------------------------------------------------------------------
Outstanding
at beginning
of period 2,397,200 $ 2.77 1,468,000 $ 1.34
Options issued 165,000 4.67 1,827,000 3.20
Options
exercised (510,200) 1.25 (882,800) 1.25
Options
cancelled - - (15,000) 4.00
---------------------------------------------------------------------
Outstanding
at end of
period 2,052,000 $ 3.30 2,397,200 $ 2.77
---------------------------------------------------------------------
---------------------------------------------------------------------
Options
exercisable at
end of period 20,000 $ 2.70 530,200 $1.30
---------------------------------------------------------------------
---------------------------------------------------------------------
The following table summarizes information about options outstanding
at March 31, 2007:
Options Outstanding Options Exercisable
-------------------------------------------------------------------------
Weighted-
Average Weighted- Weighted-
Range of Number Remaining Average Number Average
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices At 03/31/07 Life Price At 03/31/07 Price
-------------------------------------------------------------------------
$2.70 60,000 3.0 years $2.70 20,000 $2.70
3.20 to 3.60 1,857,000 2.9 years 3.20 - -
4.98 135,000 3.8 years 4.98 - -
-------------------------------------------------------------------------
$2.70 to $4.98 2,052,000 3.0 years $3.14 20,000 $2.70
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The Company records a compensation expense over the vesting period
based on the fair value of options granted to employees, directors
and consultants.

4. ACCUMULATED OTHER COMPREHENSIVE INCOME

Three months ended March 31, 2007
Opening Other Ending
Comprehensive
Income
Unrealized gains and losses
on available-for-sale
financial assets $ 2,595,000 $ 175,000 $ 2,770,000
-----------------------------------------

5. 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 March 31,
2007 2006
Gross revenue
Mineral exploration $ 89,000 $ 80,000
Oil and Gas 952,000 1,187,000
-------------- -------------
$ 1,041,000 $ 1,267,000
-------------- -------------
-------------- -------------
Depletion, depreciation, accretion,
and abandonment
Mineral exploration $ 33,000 $ 29,000
Oil and Gas 123,000 149,000
-------------- -------------
$ 156,000 $ 178,000
-------------- -------------
-------------- -------------

Net earnings (loss) for the period

Mineral exploration $ (1,057,000) $ (126,000)
Oil and Gas 346,000 323,000
-------------- -------------
$ (711,000) $ 197,000
-------------- -------------
-------------- -------------

Property and equipment expenditures
for the period

Mineral exploration $ 2,701,000 $ 2,294,000
Oil and Gas 42,000 58,000
-------------- -------------
$ 2,743,000 $ 2,352,000
-------------- -------------
-------------- -------------

Total assets (2006 amounts as of
December 31, 2006)
Mineral exploration $ 78,310,000 $ 52,475,000
Oil and Gas 8,006,000 4,943,000
-------------- -------------
$ 86,316,000 $ 57,418,000
-------------- -------------
-------------- -------------



%SEDAR: 00001166E

Contact Information

  • Comaplex Minerals Corp.
    George F. Fink
    President, and CEO
    (403) 265-2846
    Fax: (403) 265-7488

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

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