Monterey Exploration Ltd.
TSX : MXL

Monterey Exploration Ltd.

November 11, 2009 16:01 ET

Monterey Exploration Ltd. Announces Financial and Operating Results for the Three and Nine Months Ended September 30, 2009

CALGARY, ALBERTA--(Marketwire - Nov. 11, 2009) - Monterey Exploration Ltd. ("Monterey" or the "Corporation") (TSX:MXL) is pleased to provide its financial and operating results for the three and nine months ended September 30, 2009.

Monterey's interim financial statements for the three and nine months ended September 30, 2009 and management's discussion and analysis for the three months ended September 30, 2009 are available on SEDAR at www.sedar.com and on Monterey's website at www.montereyexploration.com. A copy of the Corporation's most recent corporate presentation, dated November 2009, is available on Monterey's website.

THIRD QUARTER 2009 HIGHLIGHTS

- Achieved average daily production for the quarter of 2,089 barrels of oil equivalent per day ("boe/d"), a 24 percent increase compared with 1,691 boe/d during the comparative quarter in 2008.

- Generated quarterly funds flow from operations of $0.9 million versus $3.3 million of funds flow from operations generated in the third quarter of 2008. The reduction in funds flow from operations is primarily due to Monterey receiving an average natural gas price of $3.17/mcf, approximately 60 percent less than the average price of $7.94/mcf received by Monterey in the third quarter of 2008. The 2009 third quarter and nine month funds flow from operations per diluted share was $0.03 and $0.13 respectively.

- Completed the disposition of 3 sections of undeveloped non-core lands in the Town area of Northeast British Columbia ("NEBC") for total net proceeds of $2.7 million. Monterey had recorded no reserves or production associated with the disposed lands.

- Entered into and subsequent to the end of the third quarter on October 1, 2009, closed an equity offering for gross proceeds of $16.1 million through the issuance of 8.1 million common shares of which 2.65 million common shares were issued on a flow through basis. Monterey's estimated net debt after closing of the offering was approximately $17 million on a $45 million credit facility while the number of Monterey shares outstanding increased to 41,002,500 common shares.

SUBSEQUENT DEVELOPMENTS

- Entered into a financial swap contract to sell 2,000 gigajoules per day ("GJ/d"), nearly 17 percent of the Corporation's projected 2009 fourth quarter base production, for the term of November 1, 2009 to December 31, 2009 at an average price of $5.32/mcf.

- Received all required regulatory approvals for the construction and commissioning of a 28 mmcf/d natural gas processing facility at Groundbirch. This is a significant milestone for Monterey that allows the Corporation, upon horizontal test well success, to proceed with a full scale production development of its Grounbirch area Montney project.

- Drilled and cased the first horizontal development well at Groundbirch to a total measured length of 4,450 meters. Completion operations have commenced and the drilling rig has moved and is currently drilling the second location in the scheduled program.



FINANCIAL & OPERATING SUMMARIES

Financial: Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008

Production Revenue(1)(000's) $4,941 $10,652 $18,152 $24,323

Funds Flow from Operations(2):
(000's) $880 $3,345 $4,344 $11,309
Per share(3):
Basic and diluted $0.03 $0.12 $0.13 $0.43

Net Earnings (loss):
(000's) ($4,809) $1,301 ($14,468) $3,013
Per share:
Basic and diluted ($0.15) $0.05 ($0.44) $0.12

Total Capital
Expenditures(4)(000's) ($1,076) $6,124 ($1,790) $21,664

Ending Net Debt (5)(000's) $32,204 $30,358 $32,204 $30,358

Share Data:
Outstanding:
Common 32,902,500 32,902,500 32,902,500 32,902,500
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Total basic 32,902,500 32,902,500 32,902,500 32,902,500
Stock options 3,135,666 2,770,666 3,135,666 2,770,666
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Total diluted 36,038,166 35,673,166 36,038,166 35,673,166
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Weighted average shares
outstanding:
Basic 32,902,500 27,818,345 32,902,500 26,001,109
Diluted 33,191,051 27,818,345 33,191,051 26,001,109
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Operations: Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008

Average Daily Production:
Light oil and NGL (bbl/d) 436 292 456 238
Natural gas (mcf/d) 9,918 8,400 10,995 7,392
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Oil equivalent (boe/d) 2,089 1,691 2,289 1,470
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Unit of Production Summary:
Light oil and NGL ($/bbl) 49.82 101.08 44.10 96.25
Natural gas ($/mcf)(1) 3.17 10.24 4.18 8.87
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Oil equivalent ($/boe)(1) 25.71 68.45 29.06 60.39
Royalties ($/boe) (4.18) (12.10) (4.69) (11.11)
Operating expenses ($/boe) (10.78) (13.16) (11.44) (13.05)
Transportation expenses
($/boe) (1.29) (1.78) (1.56) (1.70)
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Operating income(6) ($/boe) 9.46 41.41 11.37 34.53
Unrealized gain on financial
instruments ($/boe) - (14.12) - (0.52)
General &
administrative(7)($/boe) (3.26) (4.22) (3.15) (4.08)
Net interest expense ($/boe) (1.62) (1.57) (1.26) (1.85)
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Funds flow(2) ($/boe) 4.58 21.50 6.96 28.08
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Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Drilling:
Gross Wells:
Natural gas - 3 1 10
Oil - - - -
Dry & abandoned - 1 - 2
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Total - 4 1 12
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Net Wells:
Natural gas - 3.0 1.0 5.9
Oil - - - -
Dry & abandoned - 0.3 - 1.3
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Total - 3.3 1.0 7.2
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OPERATIONAL UPDATE

As announced in a press release dated October 1, 2009, Monterey commenced field operations at Groundbirch in early September and spud a 100 percent working interest horizontal well located at 4- 30-80-20W6 on September 21, 2009. This well has been drilled and cased on budget at a total cost estimate of $3 million to a total measured length of 4,450m and completion operations have commenced utilizing multi-stage fracture technology. The drilling rig has moved and is currently drilling the second location at 2-21-80-21W6 on the 10 section contiguous land block directly west of the 4-30 well. The second well is currently estimated to reach total vertical depth for formation log evaluation at the end of November and reach total horizontal length sometime in the middle of December.

The Corporation has an agreement in place with Monterey's 25 percent working interest partner of the jointly owned 10 section land block in the Groundbirch project area. As a result of Monterey drilling and completing the horizontal test well at 2-21, in addition to the 75 percent working interest already held by the Corporation, Monterey will earn the working interest partner's 25 percent interest in 3 contiguous sections of the 10 section block in return for a 10 percent (2.5 percent net) non-convertible gross overriding royalty in those 3 sections. This will increase Monterey's overall land holdings to 13.25 net sections in the Montney project at Groundbirch.

The Corporation has received all required regulatory approvals from the British Columbia Oil and Gas Commission (the "OGC") for the construction and commissioning of a 28 mmcf/d natural gas processing facility located at 6-19-80-20 W6M. The engineering design and approval process has taken just under one year to complete and is a significant milestone for Monterey in that it now allows the Corporation, based upon horizontal test well success, to proceed with full scale development of a 100 percent working interest controlled and operated Montney natural gas project in the Groundbirch area of NEBC.

All current and remaining 2009 scheduled test wells that are drilled after September 1, 2009 and any winter 2010 development wells drilled prior to July 1, 2010 will qualify for the 2 percent British Columbia new well royalty incentive program announced on August 6, 2009. The British Columbia oil and gas stimulus package has been one of the key catalysts for Monterey's operational timeline at Groundbirch to date and it has the potential of adding up to an additional $3 million of net present value per successful well to the base economics of the project in the first 12 months of production.

Monterey has also completed the surveying in the field for the first two multi-well horizontal development pads and will be submitting these license applications to the OGC in the coming weeks in preparation for potential first half 2010 operations.

Management will continue to update shareholders on the above noted operations as results are obtained.

OUTLOOK

Monterey is increasing the 2009 capital expenditure guidance from the existing $15 million to $20 million based on the acceleration of exploration and development operations in the Groundbirch area. The recent disposition of undeveloped lands in the Town area for $2.7 million and the $16.1 million equity offering completed in October will assist in financing the increased expenditures through the remainder of 2009 and into early 2010.

Monterey's Management and Board of Directors are currently in the process of reviewing the various capital projects for 2010 and once operational results have been obtained at Groundbirch, an initial 2010 budget will be approved. In addition to the planned expenditures directed to the operational activities in the Groundbirch area, the Corporation, based on a continual improvement in natural gas commodity prices may commence with the second round of horizontal development drilling of the Gething play at Squirrel and the Cadomin resource play at Brassey in early 2010. Monterey has licensed the next 7 development wells for the Squirrel and Brassey area projects with the next Brassey drilling location already constructed.

Management remains very optimistic on the future of Monterey and will continue to execute its business plan in a manner that is focused on adding value to Monterey's current and potential future shareholders.

Notes:

(1) Includes gain or loss on financial instruments from commodity price hedging activities.

(2) Funds flow from operations is not defined by Canadian generally accepted accounting principles ("GAAP") and thus is referred to as a non-GAAP measure; other entities may calculate funds flow differently than Monterey. Funds flow from operations is described in the Corporation's management discussion and analysis dated September 30, 2009 and is based on cash provided by operating activities before changes in non-cash working capital and asset retirement expenditures.

(3) Funds flow from operations per share is not defined by Canadian GAAP and thus is referred to as a non-GAAP measure. Funds flow from operations per share, is described in the Corporation's management discussion and analysis, and calculated by dividing funds flow by the weighted average number of shares outstanding during the period consistent with the calculation of net income per share.

(4) Total capital expenditures is not defined by Canadian GAAP and thus is referred to as a non-GAAP measure. Total capital expenditures, is described in the Corporation's management discussion and analysis, and is equal to the property and equipment additions, as disclosed under Investing activities in the Statements of Cash Flows of the Corporation financial statements, plus the outlays in respect of oil and gas properties acquisitions and corporate acquisitions (including the costs of the acquisition and the allocation to long lived asset retirement ), less the net proceeds received from the disposition of oil and gas properties.

(5) Net debt is not defined by Canadian GAAP and thus is referred to as a non-GAAP measure. Net debt, is described in the Corporation's management discussion and analysis, and is equal to total bank indebtedness plus capital lease obligations and less working capital (excluding financial instrument assets or liabilities).

(6) Operating income is not defined by GAAP and thus is referred to as a non-GAAP measure; other entities may calculate operating income differently than Monterey. Operating income, is described in the Corporation's management discussion and analysis, and is calculated by deducting the sum of royalty, operating and transportation expenses from production revenue and gains or losses from financial instruments.

(7) Excludes capitalized general & administrative expenditures and stock-based compensation expense.

Forward Looking Statements & Advisories

This press release contains forward-looking statements, including but not limited to, statements concerning estimated net debt, the use of proceeds from the equity financing completed on October 1, 2009, planned drilling and completion operations and development of processing facilities, the receipt and applicability of royalty incentives and the resulting impact on the Corporation, execution of the Corporation's business plan, expectations regarding the ability to add to reserves through exploration and development activities, projections and costs and expenses and crude oil and natural gas production levels. Additionally, the use of any of the words "subsequent", "estimated", "after" "commenced", "allows", "proceed", "estimate" or "estimated", "will", "upon", "currently", "prior", "potential", "anticipate", "continue", "expect", "forecast", "future", "may", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the Corporation's control, including the impact of general economic conditions; volatility in market prices for crude oil and natural gas; industry conditions; currency fluctuation; imprecision of reserve estimates; liabilities inherent in crude oil and natural gas operations; environmental risks; incorrect assessments of the value of acquisitions and exploration and development programs; competition from other producers; the lack of availability of qualified personnel or management; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry;
hazards such as fire, explosion, blowouts, cratering, and spills, each of which could result in substantial damage to wells, production facilities, other property and the environment or in personal injury; stock market volatility; and ability to access sufficient capital from internal and external sources. As a consequence, Monterey's actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Although Monterey believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements as the Corporation can give no assurance that such expectations will prove to be correct. Actual results may differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Monterey. In addition to other factors and assumptions which may be identified in this press release and other documents filed by the Corporation, assumptions have been made regarding, among other things: the impact of increasing competition; the general stability of the economic and political environment in which Monterey operates; the ability of the Corporation to obtain qualified staff, equipment and services in a timely and cost efficient manner; drilling results; the ability of the operator of the projects which the Corporation has an interest in to operate the field in a safe, efficient and effective manner; Monterey's ability to obtain financing on acceptable terms including Monterey's continued access to existing credit facilities; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development or exploration; the timing and costs of pipeline, storage and facility construction and expansion; the ability of the Corporation to secure adequate product transportation; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which the Corporation operates; and Monterey's ability to successfully market its oil and natural gas products. Readers are cautioned that the foregoing list of factors is not exhaustive. Forward-looking statements contained in this press release are made as at the date of this press and Monterey disclaims any intent or obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

However, in the event that subsequent events are reasonably likely to cause actual results to differ materially from material forward-looking statements or information previously disclosed by Monterey for a period that is not yet complete, Monterey will provide disclosure on such events and the anticipated impact of such events.

BOE Disclosure

Disclosure provided herein in respect of barrels of oil equivalent (boe) may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Non-GAAP Measures

Within this press release, references are made to terms commonly used in the oil and gas industry. Management uses funds flow from operations, operating income and capital expenditures to analyze operating performance. These measures do not have standardized meanings prescribed by GAAP, and may not be comparable to similar measures presented by other companies. For this press release the measures used are: (i) Funds flow from operations is determined by using cash flow from operations before changes in non-cash operating working capital and asset retirement expenditures; (ii) Funds flow per basic and funds flow per diluted share is calculated by dividing funds flow as described earlier, by the total number of respective weighted average basic and diluted common shares outstanding during the period; (iii) Total capital expenditures is equal to capital expenditures plus the recorded cost of oil and gas properties of corporate acquisitions, including the costs of the acquisition and the allocation to long lived asset retirement; (iv) Net debt is equal to total bank indebtedness plus capital lease obligations less/(plus) non-cash working capital/(deficit); (v) Operating income is calculated by deducting royalties, operating costs and transportation costs from sales revenues and hedging gains / (losses); and (vi) total diluted or fully diluted share figures are calculated by adding the number of common shares underlying the outstanding stock options to the number of common shares outstanding (i.e. basic outstanding common shares) at the respective date. For additional information concerning Monterey's use of non-GAAP measures and reconciliations to the applicable GAAP measures, please see Monterey's management's discussion and analysis for the three and nine months ended September 30, 2009 available at www.sedar.com.

MANAGEMENT'S DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with Monterey's unaudited interim Financial Statements for the three month and nine months ended September 30, 2009 and audited Financial Statements and notes thereto for the year ended December 31, 2008. The Financial Statements have been prepared in Canadian dollars and in accordance with Canadian generally accepted accounting principles ("GAAP").

This MD&A contains forward-looking statements, non-GAAP measures, and disclosures of barrels of oil equivalent volumes. Readers are referred to the advisories concerning forward-looking statements, non-GAAP measures, and barrels of oil equivalent conversions are contained under the heading "Forward Looking Statements & Advisories". Disclosures in respect of the non-GAAP measures and Forward Looking Statements & Advisories are contained at the end of this MD&A.

Additional information regarding Monterey Exploration Ltd. such as the audited Financial Statements, Annual Information Form and other disclosure documents can be found on SEDAR at www.sedar.com or on the Corporation's website www.montereyexploration.com.

This MD&A is dated November 10, 2009.

Monterey Exploration Ltd. ("Monterey" or the "Corporation") is continued under the Business Corporations Act (Alberta) and is engaged in the acquisition, exploration, development and production of natural gas, natural gas liquids and crude oil in the Western Canadian Sedimentary Basin.

FREQUENTLY USED TERMS

In this document certain terms are used frequently. For instance, Monterey Exploration Ltd. is commonly referred to as either "Monterey" or the "Corporation" and barrels of oil equivalent are regularly noted with the term "boe".



Term or abbreviation
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"boe" Barrel(s) of oil equivalent
"mcf" Thousand cubic feet
"bbl" Barrel
"GJ" Gigajoule
"LIBOR" London Interbank Offered Rate
"m" preceding a volumetric
measure 1,000 units of the volumetric measure
"mm" preceding a volumetric
measure 1,000,000 units of the volumetric measure
"NGL" Natural gas liquids
"NEBC" Northeast British Columbia
"Upper Lake" Upper Lake Oil and Gas Ltd.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In determining estimates required to prepare the Corporation's financial statements, management uses available information it considers to be reasonable under the circumstances. Readers are cautioned that actual results could differ from these estimates. Except for the items disclosed under "Accounting Pronouncements and Account Policy Changes", the accounting policies and estimates used to prepare the financial statements for the three and nine months ended September 30, 2009 are consistent with those disclosed in Monterey's financial statements and MD&A for the year ended December 31, 2008. For a detailed discussion of the accounting policies and critical accounting estimates used please refer to the Corporation's December 31, 2008 year ended financial statements and MD&A.

ACCOUNTING PRONOUNCEMENTS AND ACCOUNTING POLICY CHANGES

During the first quarter of 2009, Monterey adopted CICA handbook section 3064, Goodwill and Intangible Assets. The handbook section applies to goodwill subsequent to initial recognition and establishes standards for the recognition, measurement and disclosure of goodwill and intangible assets. Adoption of the new disclosure requirement did not have an impact on the Corporation's financial statements or disclosure in the notes to the financial statements.

The Corporation will be obligated to convert its financial statements and changeover to international financial reporting standards ("IFRS") for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Management has taken steps to educate its staff and reviewed its accounting systems to determine the differences between Canadian GAAP and IFRS. An implementation plan for the changeover from Canadian GAAP to IFRS has been prepared that calls for the determination of cash generating units, adjustments to the accounting system and allocation of Canadian GAAP balances to the cash generating units during the fourth quarter of 2009. Upon the completion of the December 31, 2009 Canadian GAAP financial statements the adjustments to convert the December 31, 2009 Canadian GAAP balance sheet to be IFRS compliant are to be calculated. In addition, Monterey intends to prepare IFRS compliant financial statements, excluding the notes to the financial statements for each fiscal quarter, this will allow the Corporation to have comparative information readily available for financial reporting when IFRS is adopted on January 1, 2011. The application of IFRS accounting policies is likely to have a material impact on Monterey's financial statements; however Management is not able to quantify the impacts at this time.

INTERNAL CONTROLS REPORTING

Disclosure Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer, together with other members of Management, have designed Monterey's disclosure controls and procedures to provide reasonable assurance that material information relating to the Corporation is disclosed in a timely manner and free from material misstatement. As at December 31, 2008, an evaluation of the effectiveness of Monterey's disclosure controls and procedures was conducted in accordance with Multilateral Instrument 52-109, Certification of Disclosure in Issuers' Annual Financial and Interim Filings, based on that evaluation, the Chief executive Officer and the Chief Financial Officer concluded that the design and operation of Monterey's disclosure controls and procedures were effective as at December 31, 2008.

During the nine months ended September 30, 2009, there have been no material changes in the design or operation of the Corporation's disclosure controls and procedures.

Internal Controls over Financial Reporting

Also in accordance with Multilateral Instrument 52-109, the Chief Executive Officer and Chief Financial Officer of Monterey are responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles. The Chief Executive Officer and Chief Financial Officer directed the assessment of the design and operating effectiveness of Monterey's internal controls over financial reporting as at December 31, 2008 and based on that assessment determined that the Corporation's internal control over financial reporting was, in all material respects, appropriately designed and operated effectively.

During the nine months ended September 30, 2009, there have been no material changes in the design or operation of the Corporation's internal controls over financial reporting.

Summary

Due to inherent limitations of a control system, including the Corporation's disclosure controls and procedures and internal controls over financial reporting, no matter how well conceived or operated may not prevent or detect misstatements, errors or fraud and can only provide reasonable assurance that the objectives of the control system are met.

SIGNIFICANT EVENTS

During the third quarter of 2009, the following items had a significant impact on either the current or future operations of the Corporation:

- Achieved average daily production for the quarter of 2,089 barrels of oil equivalent per day ("boe/d"), a 24 percent increase relative to the 1,691 boe per day in the comparative quarter in 2008.

- Generated quarterly funds flow from operations of $0.9 million versus $3.3 million of funds flow from operations generated in the third quarter of 2008. Third quarter funds flow from operations per basic and diluted share in 2009 was $0.03.

- Finalized the disposition of 3 sections of undeveloped non-core lands in the Town area of NEBC for total net proceeds of $2.7 million. The disposition was used to reduce bank debt and assist with financing the Corporation's exploration and development activities during the third quarter of 2009.

- Commenced drilling of the Corporation's first horizontal well in the Groundbirch area of NEBC, targeting the Montney formation. Currently, the well is being completed and tested.

- On October 1, 2009, completed the issuance of 8.1 million common shares for total net proceeds of approximately $15.1 million. The proceeds will be used to finance a portion of Monterey's 2009/2010 winter drilling program and for other general corporate purposes.

- Subsequent to the end of the quarter, Monterey entered into a financial swap contract on a total of 2,000 gigajoules per day ("GJ/d") for the term of November 1, 2009 to December 31, 2009 at an average price of $5.32/mcf. The 2,000 GJ/d represents approximately 17 percent of the Corporation's projected fourth quarter 2009 base production.



SUMMARY OF FINANCIAL AND OPERATING RESULTS

In $000's unless
referring to Three Three Three Nine Nine
volumetric months months months months months
measures or ended ended ended ended ended
otherwise noted Sept 30, June 30, Sept 30, Sept 30, Sept 30,
(unaudited) 2009 2009 2008 2009 2008
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Average sales volumes:
Natural gas (mcf/d) 9,918 11,151 8,400 10,995 7,392
Oil and NGLs (bbl/d) 436 470 292 456 238
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Oil equivalent (boe/d) 2,089 2,329 1,691 2,289 1,470
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Average sales prices:
Natural gas ($/mcf)(1) $ 3.17 $ 3.60 $ 10.24 $ 4.18 $ 8.87
Oil and NGLs ($/bbl) $ 49.82 $ 44.81 $ 101.08 $ 44.10 $ 96.25
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Oil equivalent
($/boe)(1) $ 25.71 $ 26.42 $ 68.45 $ 29.06 $ 60.39
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Financial:

Production revenue(1) $ 4,941 $ 5,597 $ 10,652 $ 18,152 $ 24,323

Operating income(2) $ 1,818 $ 1,842 $ 6,445 $ 7,098 $ 13,908

Funds flow from
operations(2) $ 880 $ 844 $ 3,345 $ 4,344 $ 11,309

Net earnings (loss) $ (4,809) $ (5,485) $ 1,301 $(14,468) $ 3,013

Total capital
expenditures (net of
disposition
proceeds)(2) $ (1,076) $ 1,104 $ 6,124 $ (1,790) $ 21,664

Per Share:

Funds flow from
operations per
share (2):

Basic and diluted $ 0.03 $ 0.03 $ 0.12 $ 0.13 $ 0.43

Net earnings (loss)
per share:

Basic and diluted $ (0.15) $ (0.17) $ 0.05 $ (0.44) $ 0.12

Financial Position:
Net debt (2) $ 32,204 $ 34,152 $ 30,358 $ 32,204 $ 30,358
Total assets $123,789 $131,162 $140,482 $123,789 $140,482
Total long-term
liabilities $ 4,610 $ 4,439 $ 4,122 $ 4,610 $ 4,122
Shareholders' equity $ 84,976 $ 89,657 $101,111 $ 84,976 $101,111

Share data:
Outstanding:
Common shares 32,902,500 32,902,500 32,902,500 32,902,500 32,902,500
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Stock options 3,135,666 3,135,666 2,770,666 3,135,666 2,770,666
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Total diluted
shares 36,038,166 36,038,166 35,673,166 36,038,166 35,673,166
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Weighted average:
Basic 32,902,500 32,902,500 27,818,345 32,902,500 26,001,109
Diluted 33,191,051 33,136,082 27,818,345 33,191,051 26,001,109
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(1) Includes processing and marketing revenue and gains / losses on
financial instruments.

(2) See non-GAAP measure section for additional disclosure.


THIRD QUARTER 2009 VERSUS SECOND QUARTER 2009

Three months Three months
ended ended Percentage
Sept 30, 2009 June 30, 2009 Change
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Average sales volumes:
Natural gas (mcf/d) 9,918 11,151 (11)
Oil and NGLs (bbl/d) 436 470 (7)
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Oil equivalent (boe/d) 2,089 2,329 (10)
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Average sales prices:
Natural gas ($/mcf) 3.17 3.60 (12)
Oil and NGLs ($/bbl) 49.82 44.81 11
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Oil equivalent ($/boe) 25.71 26.42 (3)
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Sales Volumes

For the three months ended September 30, 2009, Monterey's average daily production was 2,089 boe/d, which is 10 percent lower than the 2,329 boe/d average daily production for the second quarter of 2009. The decrease reflects natural declines at the Corporation's areas as no new production was added from exploration and development activities.

Realized Prices

Monterey's average realized natural gas price during the third quarter of 2009 was $3.17 per mcf, a decrease of 12 percent relative to the Corporation's average realized natural gas price per mcf of $3.60 during the second quarter of 2009. Monterey's average realized liquids price for the third quarter of 2009 increased by 11 percent when compared to the second quarter.

The decrease in Monterey's average sales prices for natural gas during the third quarter is a reflection of lower prices due to changes in the North American demand-supply balance as a result of the current global recession and the impact of additional production placed on-stream in the United States in 2008 and early 2009. The increase in the Corporation's average price received for its liquids sales represents the impact of firming world oil prices as economies, particularly in Asia, began to recover from the global recession.

Royalties

During the third quarter of 2009, the Corporation had an average royalty cost per boe of $4.18; and $4.29 per boe in the second quarter. The decrease in royalty costs per boe over the second quarter of 2009 was due to lower average realized natural gas prices during the third quarter. As a percentage of Monterey's third quarter production revenue, the Corporation's average royalty rate remained at 16 percent, which was the same as the second quarter.

Operating Expenses

Relative to the second quarter of 2009, operating costs per boe decreased to $10.78 from $11.93 per boe. The primary reason for the decrease during the third quarter of 2009 is due to fewer workover operations being performed in comparison to the previous quarter.

Transportation Costs

Transportation costs during the third quarter of 2009 decreased in relation to the second quarter of 2009 due to lower production volumes. On a per boe basis, the unit transportation cost for the third quarter of $1.29 per boe is nominally lower than Monterey's transportation cost per boe of $1.50 during the second quarter of 2009.

Operating Income

The operating income of $1.8 million for the third quarter of 2009 is slightly less than the operating income of the prior quarter. The impacts of lower natural gas revenue and declining production in the third quarter were largely mitigated by reduced field operating expenses.

Monterey's third quarter realized unit operating income increased nearly 9 percent to $9.46 per boe relative to the $8.70 per boe recorded in the second quarter of 2009. The improvement is the net result of the reduction in unit operating expenses combined with strengthening liquids prices offset lower natural gas prices.



Change due to:
-------------------------
Three months Three months
ended ended
($000's) Sept 30, 2009 Price/Cost Volume June 30, 2009
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Operating Income:
Production revenue
Natural gas sales $ 2,943 (367) (371) $ 3,681
Oil and NGLs sales 1,998 201 (119) 1,916
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4,941 5,597

Royalties 803 (20) (86) 909
Operating expenses 2,072 (220) (235) 2,527
Transportation costs 248 (41) (30) 319
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Operating income $ 1,818 115 (139) $ 1,842
----------------------------------------------------------------------------
$/boe $ 9.46 $ 8.70
----------------------------------------------------------------------------


Depletion, Depreciation and Accretion ("DD&A")

Three months Three months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 June 30, 2009
----------------------------------------------------------------------------
Oil and gas properties $ 5,409 $ 6,046
Office equipment 17 16
Asset retirement accretion 179 185
----------------------------------------------------------------------------
$ 5,605 $ 6,247
----------------------------------------------------------------------------
$/boe $ 28.18 $ 29.48
----------------------------------------------------------------------------


DD&A expense for the third quarter of 2009 decreased by approximately $0.6 million over the previous quarter. The decrease in total DD&A expense was a primarily the result of lower production volumes due to natural declines. On a per boe basis, a favorable technical revision in the proved reserves to one of Monterey's properties is the primary explanation for the 3 percent improvement in the third quarter unit DD&A rate to $28.18 per boe from $29.48 per boe in the second quarter.

General & Administrative ("G&A")

The expensed and capitalized G&A expenses totaled $1.0 million in the third quarter of 2009 about 11 percent less than reporting for the second quarter.

Total per unit G&A costs were $5.17 per boe for the third quarter of 2009 representing a nominal decrease of $0.06 per boe relative to the second quarter of 2009. Monterey incurred additional expenses during the second quarter associated with the Corporation's annual public entity obligations, such as the publishing of an annual report, annual information form and the annual meeting of shareholders which led to incremental G&A costs.



Three Months Three Months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 June 30, 2009
----------------------------------------------------------------------------
Expensed G&A:
General and administrative expenses $ 627 $ 734
Stock-based compensation 84 82
----------------------------------------------------------------------------
Total expensed G&A $ 711 $ 816
----------------------------------------------------------------------------
$/boe $ 3.71 $ 3.85
----------------------------------------------------------------------------
Capitalized G&A:
General and administrative expenses $ 236 $ 248
Stock-based compensation and income tax
adjustment 45 45
----------------------------------------------------------------------------
Total capitalized G&A $ 281 $ 293
----------------------------------------------------------------------------
$/boe $ 1.46 $ 1.38
----------------------------------------------------------------------------

Total G&A costs $ 992 $ 1,109
----------------------------------------------------------------------------
$/boe $ 5.17 $ 5.23
----------------------------------------------------------------------------


The capitalized general and administrative costs include both general and administrative cash expenditures and non-cash stock-based compensation associated with exploration and development activities. The table below provides additional disclosure of the components of capitalized general and administrative costs.



Three Months Three Months
ended ended
(in $000's) Sept 30, 2009 June 30, 2009
----------------------------------------------------------------------------
Salaries and employment costs $ 183 $ 198
Office rent 51 48
Other general and administrative costs 2 2
----------------------------------------------------------------------------
Capitalized cash general and administrative
costs $ 236 $ 248
----------------------------------------------------------------------------
Capitalized stock-based compensation 45 45
----------------------------------------------------------------------------
Capitalized non-cash costs $ 45 $ 45
----------------------------------------------------------------------------

Total capitalized general and administrative
costs $ 281 $ 293
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Interest

Three Months Three Months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 June 30, 2009
----------------------------------------------------------------------------
Interest expense $ 317 $ 309
Interest income (6) (45)
----------------------------------------------------------------------------
Net interest expense $ 311 $ 264
----------------------------------------------------------------------------
$/boe $ 1.62 $ 1.25
----------------------------------------------------------------------------


The increase in the third quarter's net interest expense and unit net interest expense per boe, relative to the second quarter of 2009 is the result of the reduction in interest income earned on advances to regulatory authorities.



FUNDS FLOW FROM OPERATIONS

Three months Three months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 June 30, 2009
----------------------------------------------------------------------------
Operating income $ 1,818 $ 1,842
General and administrative expenses (1) (627) (734)
Net interest expense (311) (264)
----------------------------------------------------------------------------
Funds flow from operations $ 880 $ 844
----------------------------------------------------------------------------

Operating income per boe $ 9.46 $ 8.70
General and administrative expenses (1) (3.26) (3.46)
Net interest expense (1.62) (1.25)
----------------------------------------------------------------------------
Funds flow from operations per boe (2) $ 4.58 $ 3.99
----------------------------------------------------------------------------
(1) Excluding stock-based compensation.
(2) Funds flow from operations per boe is funds flow from operations divided
by total boe production in the period.


Monterey's funds flow from operations for the third quarter increased marginally over funds flow from operations for the second quarter of 2009. The net result of strengthening liquids prices and lower operating expenses offset by lower natural gas prices and declining sales volumes explain the third quarter increase in funds flow from operations.

Third quarter unit funds flow from operations of $4.58 per boe was 15 percent higher than the $3.99 per boe recorded in the second quarter. The reduction in Monterey's overall cost base is the primary reason for the improvement recorded in the third quarter.



THIRD QUARTER 2009 VERSUS THIRD QUARTER 2008

Three months ended
Sept 30, Sept 30, Percentage
2009 2008 Change
----------------------------------------------------------------------------
Average sales volumes:
Natural gas (mcf/d) 9,918 8,400 18
Oil and NGLs (bbl/d) 436 292 49
----------------------------------------------------------------------------
Oil equivalent (boe/d) 2,089 1,691 23
----------------------------------------------------------------------------

Average sales prices:
Natural gas ($/mcf) 3.17 7.94 (60)
Natural gas including financial
instruments ($/mcf) 3.17 10.24 (69)
Oil and NGLs ($/bbl) 49.82 101.08 (51)
----------------------------------------------------------------------------
Oil equivalent ($/boe) 25.71 57.06 (55)
Oil equivalent including financial
instruments ($/boe) 25.71 68.45 (62)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Sales Volumes

For the three months ended September 30, 2009, Monterey's average daily production was 2,089 boe per day, an increase of 398 boe per day compared to the average daily production for the third quarter of 2008. The increase in production relative to the third quarter of 2008 represents production additions resulting from new production as a result of successful drilling operations conducted in the last half of 2008 in the Brassey, Squirrel, Laprise, Ferrybank and Smoky areas, the impact of production enhancements resulting from Monterey assuming operatorship of the Harmattan area oil unit in late 2008 and incremental production from the August 29, 2008 acquisition of Upper Lake.

Realized Prices

Monterey's average wellhead natural gas price during the third quarter of 2009 was $3.17 per mcf, a decrease of 60 percent in relation to the $7.94 per mcf average natural gas price during the comparative quarter in 2008.

The Corporation's average realized liquids price of $49.82 per barrel is a decrease of 51 percent in comparison to the $101.08 realized in the third quarter of 2008.

Both North American natural gas and worldwide crude oil prices were beginning to come off near all time highs in the third quarter of 2008. In the third quarter of 2009 record level of North American natural gas in storage, low summer cooling demand due to a relatively temperate summer in the United States and lack of severe weather leading to production or delivery suspensions combined to push natural gas prices down in the third quarter of 2009. Worldwide liquids prices have improved throughout 2009; however the lingering effect of the global recession on the demand for commodities such as oil has meant that liquids prices remain well below the highs of 2008.

Royalties

The royalty expense for the third quarter of 2009 was $0.8 million which is 57 percent less than in 2008. This reduced royalty expenses in 2009 reflect a reduction in the royalty rate on the Corporation's production and the impact of lower oil and gas prices.

Monterey's average royalty rate in the third quarter of 2009 of 16 percent of production revenue was five percent lower than the Corporation's average royalty rate of 21 percent recorded in 2008. The majority of production additions in late 2008 were from oil and gas properties in British Columbia which has a preferential royalty structure over Alberta. The Corporation's unit royalty cost of $4.18 per boe in 2009 compares favorably to the comparative quarter of 2008 when Monterey's royalty cost per boe was $12.10, the lower unit royalties in 2009 reflect the lower commodity prices received for oil and gas production.

Operating Expenses

In the third quarter of 2009, despite a 24 percent increase in average daily sales volumes, operating expenses totaled $2.1 and are only marginally higher than the $2.0 million for the third quarter of 2008.

Relative to the third quarter of 2008, 2009 unit operating costs decreased by $2.38 per boe or 18 percent to $10.78. The 2009 desirable change is explained by Monterey's cost control activities, optimization operations completed at Monterey's Harmattan area and the impact of new production, added in late 2008 and early 2009, having a lower unit of production operating expense than Monterey's existing base production.

Transportation Costs

Transportation expenses for the third quarter of 2009 totaled $0.2 million, about 10 percent lower than costs recorded in 2008. Lower costs per unit as discussed below, offset incremental transportation costs resulting from higher sales volumes in 2009.

Unit transportation expense of $1.29 per boe for the third quarter of 2009 is a decrease of 28 percent from the $1.78 per boe unit transportation cost of the third quarter of 2008. The decrease is largely explained by savings as a result of the October 31, 2008 expiry of natural gas firm service transportation.

Operating Income

In the third quarter of 2009 operating income amounted to $1.8 million, about 72 percent less than the $6.4 million recorded in 2008. Despite the increase in production, lower commodity prices have led to the operating income reduction.

On a per boe basis Monterey's average operating income of $9.46 per boe for the third quarter of 2009 decreased by 77 percent when compared to the same period of 2008. While there have been improvements in the unit operating expenses and transportation costs the difference in the 2009 and 2008 third quarter commodity prices had a pervasive impact on unit operating income.



Three months Change due to: Three months
ended ------------------- ended
($000's) Sept 30, 2009 Price/Cost Volume Sept 30, 2008
----------------------------------------------------------------------------
Operating Income:
Production revenue
Natural gas sales $ 2,943 (4,341) 1,115 $ 6,169
Oil and NGLs sales 1,998 (2,055) 1,342 2,711
Gain from financial
instruments - (1,772) - 1,772
----------------------------------------------------------------------------
4,941 (8,168) 2,457 10,652

Royalties 803 (1,521) 442 1,882
Operating costs 2,072 (457) 481 2,048
Transportation costs 248 (94) 65 277
----------------------------------------------------------------------------

Operating income $ 1,818 (6,096) 1,469 $ 6,445
----------------------------------------------------------------------------
$/boe $ 9.46 $ 41.41
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Depletion, Depreciation and Accretion Expense

Three months Three months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Oil and gas properties $ 5,409 $ 4,004
Office equipment 17 17
Asset retirement accretion 179 79
----------------------------------------------------------------------------
$ 5,605 $ 4,100
----------------------------------------------------------------------------
$/boe $ 28.18 $ 26.35
----------------------------------------------------------------------------


In comparison to the three months ended September 30, 2008, the DD&A provision in 2009 increased by $1.5 million to $5.6 million as a Monterey experienced of a seven percent increase in unit DD&A costs and 23 percent growth in production volumes.

Unit DD&A expense increased by $1.83 per boe to $28.18 per boe as exploration activities during 2009 focused in the Groundbirch area. As at September 30, 2009 there have been no proved reserve additions resulting from the Groundbirch operations.

General & Administrative

General and Administrative expense of $0.7 million for the third quarter of 2009 is nominally lower than the total G&A expense for the same quarter during 2008.

The combination of expensed and capitalized G&A expenses for 2009 of $1.0 million is also about the same as the amount recorded in 2008.

On a unit basis, 2009 expensed G&A costs fell 24 percent to $3.71 per boe while capitalized G&A costs decreased by 17 percent to $1.46 per boe and total G&A costs dropped 22 percent to $5.17 per boe. The reductions in unit expensed, capitalized and total G&A costs represents economies of scale achieved from higher sales volumes.

The following table summarizes the G&A costs recorded for each of the third quarters of 2009 and 2008.



Three months Three months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Expensed G&A:
General and administrative expenses $ 627 $ 657
Stock-based compensation 84 100
----------------------------------------------------------------------------
Total expensed G&A $ 711 $ 757
----------------------------------------------------------------------------
$/boe $ 3.71 $ 4.87
----------------------------------------------------------------------------
Capitalized G&A:
General and administrative expenses $ 236 $ 214
Stock-based compensation 45 58
----------------------------------------------------------------------------
Total capitalized G&A $ 281 $ 272
----------------------------------------------------------------------------
$/boe $ 1.46 $ 1.75
----------------------------------------------------------------------------

Total G&A costs $ 992 $ 1,029
----------------------------------------------------------------------------
$/boe $ 5.17 $ 6.62
----------------------------------------------------------------------------


The capitalized general and administrative costs include both general and administrative cash expenditures and non-cash stock-based compensation associated with exploration and development activities. The table below provides additional disclosure of the components of capitalized general and administrative costs.



Three months Three months
ended ended
(in $000's) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Salaries and employment costs $ 183 $ 182
Office rent 51 30
Other general and administrative costs 2 2
----------------------------------------------------------------------------
Capitalized cash general and administrative
costs $ 236 $ 214
----------------------------------------------------------------------------
Capitalized stock-based compensation $ 45 $ 58
----------------------------------------------------------------------------

Total capitalized general and administrative
costs $ 281 $ 272
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Interest

Three months Three months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Interest expense $ 317 $ 247
Interest income (6) -
----------------------------------------------------------------------------
Net interest expense $ 311 $ 247
----------------------------------------------------------------------------
$/boe $ 1.62 $ 1.57
----------------------------------------------------------------------------


Relative to 2008, the Corporation's average outstanding bank debt was higher during the third quarter of 2009. The increased level of bank borrowings explains the 26% growth in net interest expense in 2009.



FUNDS FLOW FROM OPERATIONS

Three months Three months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------

Operating income $ 1,818 $ 6,445
Unrealized gain on financial instruments - (2,196)
General and administrative expenses (1) (627) (657)
Net interest expense (311) (247)
----------------------------------------------------------------------------
Funds flow from operations $ 880 $ 3,345
----------------------------------------------------------------------------

Operating income per boe $ 9.46 $ 41.41
Unrealized gain on financial instruments - (14.12)
General and administrative expenses (1) (3.26) (4.22)
Net interest expense (1.62) (1.57)
----------------------------------------------------------------------------
Funds flow from operations per boe (2) $ 4.58 $ 21.50
----------------------------------------------------------------------------
(1) Excluding stock-based compensation.
(2) Funds flow from operations per boe is equal to funds flow from
operations divided by total boe production in the period.


The Corporation's funds flow from operations for the third quarter of 2009 totaled $0.9 million was 74 percent lower than the $3.3 million reported during third quarter of 2008. The decrease in funds flow from operations was mainly due to the 55 percent decrease in average sales price received and was nominally offset by the Corporation's 23 percent increase in average sales volumes.

On a per unit basis, the 2009 third quarter funds flow from operations of $4.58 per boe is a decrease of 79 percent relative to the third quarter of 2008. Similar to the absolute dollar figures, the reduction in 2009 is essentially due to lower commodity prices tempered by the 23 percent growth in production volumes.



YEAR-TO-DATE SEPTEMBER 30, 2009 VERSUS YEAR-TO-DATE SEPTEMBER 30, 2008

Nine months ended
Sept 30, Sept 30, Percentage
2009 2008 Change
----------------------------------------------------------------------------
Average sales volumes:
Natural gas (mcf/d) 10,995 7,392 49
Oil and NGLs (bbl/d) 456 238 92
----------------------------------------------------------------------------
Oil equivalent (boe/d) 2,289 1,470 56
----------------------------------------------------------------------------

Average sales prices:
Natural gas ($/mcf) 4.18 9.19 (55)
Natural gas including financial
instruments ($/mcf) 4.18 8.87 (53)
Oil and NGLs ($/bbl) 44.10 96.25 (54)
----------------------------------------------------------------------------
Oil equivalent ($/boe) 29.06 62.03 (53)
Oil equivalent including financial
instruments ($/boe) 29.06 60.39 (52)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Sales Volumes

For the nine months ended September 30, 2009, Monterey's average daily production was 2,289 boe per day, an 819 boe per day or 56 percent increase compared to the average daily production for the comparative period during 2008. The increase in production relative to 2008 represents production additions resulting from successful drilling operations conducted since September 30, 2008 in the Brassey, Ferrybank and Smoky areas, as well as production enhancements resulting from Monterey assuming operatorship of the Harmattan area oil unit and production acquired as a result of the August 29, 2008 acquisition of Upper Lake.

Realized Prices

Monterey's average natural gas price during the first nine months of 2009 was $4.18 per mcf, a decrease of 55 percent in relation to the average natural gas price during the comparative period during 2008, while Monterey's average realized liquids price decreased by 54 percent in comparison to the first nine months of 2008.

The decrease in the Corporation's average realized sales prices in 2009 is a reflection of low commodity prices due to changes in the demand-supply balance as a result of the lingering global recession.

Royalties

Royalty expense totaled $2.9 million for the first nine months of 2009, about 34 percent less than the $4.5 million for the same period of 2008. The difference in royalty expense in 2009 and 2008 is explained by the reduction in realized prices marginally offset by increase in sales volumes, as discussed above.

Monterey's average royalty rate during the nine months ended September 30, 2009 of 16 percent was two percent less than the Corporation's average royalty rate of 18 percent recorded in 2008. The reduction in the royalty rate is due to natural decline of on-stream wells in 2009; in the province of British Columbia wells that have low production rates have a reduced crown royalty charged against the resulting production revenue.

Operating Expenses

In 2009 operating costs have totaled $7.1 million which is 36 percent higher than the $5.3 million for the first nine months of 2008. The 2009 total reflects the 56 percent increase in sales volumes as discussed above.

Relative to the first nine months of 2008, unit operating expenses in 2009 decreased by $1.61 per boe or 12 percent to $11.44 per boe. The decrease achieved in 2009 is a result of increased diligence to control costs, optimization activities completed at Monterey's Harmattan area and the impact of new production, added in late 2008 and early 2009, having a lower unit of production operating expense than Monterey's existing base production.

Transportation Costs

Transportation costs for the first nine months of 2009 totaled $1.0 million, about 43 percent higher than the $0.7 million of costs recorded in 2008. Higher production, as indicated in the sales volume discussion above, nominally offset by lower unit transportation costs, as discussed immediately below, explain the 2009 increase.

Unit transportation costs of $1.56 per boe for the nine months ended September 30, 2009 decreased nominally by eight percent from costs incurred during the comparative period of 2008. The October 31, 2008 expiry of natural gas firm service transportation obligations is primarily responsible for the cost reduction.

Operating Income

For the nine months ended September 30, 2009 operating income was $7.1 million, about 49 percent less than the $13.9 million recorded in 2008. On a unit of production basis Monterey's average operating income for the first nine months of 2009 was $11.37 per boe which is 67 percent less than the $34.53 per boe recorded in 2008. The reduction in each of the absolute dollar amount and the per unit figure are the net result of significantly reduced oil and gas commodity prices offset by higher sales volumes.



Nine months Change due to: Nine months
ended ------------------- ended
($000's) Sept 30, 2009 Price/Cost Volume Sept 30, 2008
----------------------------------------------------------------------------
Operating Income:
Production revenue
Natural gas sales $ 12,667 (15,018) 8,972 $ 18,713
Oil and NGLs sales 5,485 (6,486) 5,699 6,272
Gain / (loss) from
financial instruments - 662 - (662)
----------------------------------------------------------------------------
18,152 (20,842) 14,671 24,323
Royalties 2,932 (4,010) 2,468 4,474

Operating expenses 7,146 (1,007) 2,896 5,257
Transportation costs 976 (85) 377 684
----------------------------------------------------------------------------

Operating income $ 7,098 (15,740) 8,930 $ 13,908
----------------------------------------------------------------------------
$/boe $ 11.37 $ 34.53
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Depletion, Depreciation and Accretion Expense

Nine months Nine months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Oil and gas properties $ 17,959 $ 9,644
Office equipment 52 34
Asset retirement accretion 553 239
----------------------------------------------------------------------------
$ 18,564 $ 9,917
----------------------------------------------------------------------------
$/boe $ 29.72 $ 24.62
----------------------------------------------------------------------------


In comparison to the first three quarters of 2008, the DD&A provision in 2009 nearly doubled to $18.6 million. The DD&A provision increase is due to the combination of an increase in the unit DD&A expense per boe, as discussed immediately below and the 56 percent growth in production discussed above under sales volumes.

Unit DD&A expense per boe increased by 21 percent to $29.72 per boe. Proved reserves added by fourth quarter 2008 exploration and development activities and acquired in the August 29, 2008 Upper Lake transaction had a higher average cost relative to Monterey existing total proved reserves.

General & Administrative

Expensed General and Administrative costs, including stock-based compensation expense for the nine months ended September 30, 2009 totaled $2.2 million and was $0.3 million or 14 percent higher than total G&A expense for the same period during 2008. The increase is largely due to additional costs for office space and incremental expenses associated with Monterey being a public corporation in 2009.

The combination of expensed and capitalized G&A expenses for the first nine months of 2009 totaled $3.1 million or 10 percent more than the same period of 2008. Consistent with the growth in expensed G&A the sources of the increase in total G&A expenses in 2009 are higher office rental expenses and the incremental costs of being a public entity.

On a per unit basis, 2009 expensed G&A expenses decreased 27 percent to $3.54 per boe, capitalized G&A costs decreased 35 percent to $1.38 per boe and total G&A charges dropped 29 percent to $4.93 per boe, the decrease in each of the expense, capitalized and total G&A expenses per boe represents economies of scale achieved by managing an increased production base with a similar staff count.

The following table summarizes the G&A costs recorded for each of the nine months ended September 30, of 2009 and 2008.



Nine months Nine months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Expensed G&A:
General and administrative expenses $ 1,970 $ 1,642
Stock-based compensation 248 299
----------------------------------------------------------------------------
Total expensed G&A $ 2,218 $ 1,941
----------------------------------------------------------------------------
$/boe $ 3.54 $ 4.82
----------------------------------------------------------------------------
Capitalized G&A:
General and administrative expenses $ 731 $ 678
Stock-based compensation 134 174
----------------------------------------------------------------------------
Total capitalized G&A $ 865 $ 852
----------------------------------------------------------------------------
$/boe $ 1.38 $ 2.11
----------------------------------------------------------------------------

Total G&A costs $ 3,083 $ 2,793
----------------------------------------------------------------------------
$/boe $ 4.93 $ 6.93
----------------------------------------------------------------------------


The capitalized general and administrative costs include both general and administrative cash expenditures and non-cash stock-based compensation associated with exploration and development activities. The table below provides additional disclosure of the components of capitalized general and administrative costs.



Nine months Nine months
ended ended
(in $000's) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Salaries and employment costs $ 578 $ 572
Office rent 147 80
Other general and administrative costs 6 26
----------------------------------------------------------------------------
Capitalized cash general and administrative
costs $ 731 $ 678
----------------------------------------------------------------------------
Capitalized stock-based compensation $ 134 $ 174
----------------------------------------------------------------------------

Total capitalized general and administrative
costs $ 865 $ 852
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Interest
Nine months Nine months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Interest expense $ 843 $ 760
Interest income (59) (16)
----------------------------------------------------------------------------
Net interest expense $ 784 $ 744
----------------------------------------------------------------------------
$/boe $ 1.26 $ 1.85
----------------------------------------------------------------------------


Higher average bank debt during the first nine months of 2009 was offset by lower interest rates; as such the net interest expense was only marginally higher than the comparative period of 2008. Interest income was earned on Monterey deposits held by regulatory authorities.

The economies of scale arising from Monterey's growth in production volumes reduced the Corporation's 2009 unit net interest expense to $1.26 per boe, approximately 32 percent less than the average unit cost for the first nine months of 2008.



FUNDS FLOW FROM OPERATIONS

Nine months Nine months
ended ended
(in $000's except per boe amounts) Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------

Operating income $ 7,098 $ 13,908
Unrealized gain on financial instruments - (213)
General and administrative expenses (1) (1,970) (1,642)
Net interest expense (784) (744)
----------------------------------------------------------------------------
Funds flow from operations $ 4,344 $ 11,309
----------------------------------------------------------------------------

Operating income per boe $ 11.37 $ 34.53
Unrealized gain on financial instruments - (0.52)
General and administrative expenses (1) (3.15) (4.08)
Net interest expense (1.26) (1.85)
----------------------------------------------------------------------------
Funds flow from operations per boe (2) $ 6.96 $ 28.08
----------------------------------------------------------------------------
(1) Excluding stock-based compensation.
(2) Funds flow from operations per boe is equal to funds flow from
operations divided by total boe production in the period.


The Corporation's $4.3 million in funds flow from operations for the first nine months of 2009 was 62 percent lower than the $11.3 million reported during first nine months of 2008. The decrease was largely due to lower realized oil and gas prices received for Monterey's sales volumes partially offset by the Corporation's 56 percent increase in average sales volumes.

On a per unit basis, funds flow from operations of $6.96 per boe is about a 76 percent reduction relative to the first nine months of 2008. Similar to the absolute dollar figures, the reduction in 2009 is explained by the lower commodity prices slightly tempered by the growth in production volumes.

INCOME TAXES

During the three and nine months ended September 30, 2009 Monterey did not pay any cash taxes and currently does not anticipate the payment of any cash income taxes in the foreseeable future. At September 30, 2009 Monterey has tax pools totaling approximately $192.9 million available to be utilized against future taxable income. The tax pools include approximately $54.1 million in non-capital losses to reduce future taxable income, $60.2 million in Canadian exploration and development expenses, $45.2 million in oil and gas property expenses, $32.4 million in tangible expenses and $1.0 million of share issue costs.

In accordance with GAAP the financial statements do not reflect the full value of benefit of the tax pools. In order to recognize the value of the pools in the financial statements, the Corporation has to demonstrate consistent positive earnings before income taxes over an extended number of fiscal periods.

Based upon the application of the September 30, 2009 tax pools against future net funds flow from operations that will be generated from estimated proved developed producing reserves, approximately $16.8 million of the non-capital losses may expire unutilized at the end of 2012. Nonetheless, Management anticipates that increased funds flow from operations resulting from future successful exploration and development activities will reduce this risk of non-capital losses expiring unutilized.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2009, Monterey's financial statements reflected total capitalization of nearly $117.2 million consisting of $32.2 million in net debt and $85.0 million in equity. Management reviews its net debt to equity ratio, net debt to forward cash flow and net debt against total borrowings available under Monterey's existing bank credit facility and compares the ratios to accepted prudent financial ratios, against the ratios of similar sized publicly listed entities operating in the upstream oil and gas exploration and development industry and the amount of bank debt available to Monterey in the anticipated business environment to finance opportunities and operations of the Corporation. If any of Monterey's ratios or the amount of debt available under the bank credit facility did not meet Management's expectations then actions such as an equity financing, disposition of oil and gas properties, reduction of capital expenditure programs would be undertaken to ensure the Corporation is able to settle it obligations when due and to continue conducting its business.



Capitalization
($000's) Sept 30, 2009 Dec. 31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net current deficiency $ 2,031 $ 2,414
Bank indebtedness 30,082 35,286
Obligation under capital lease 91 224
Shareholders equity 84,976 99,063
----------------------------------------------------------------------------
Total Capitalization $ 117,180 $ 136,987
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Net current deficiency

As at September 30, 2009 Monterey had a net current deficiency of $2.0 million which is $0.4 million less than the Corporation's net current deficiency on December 31, 2008.

During the first nine months of 2009, Monterey's outstanding accounts receivable balance has been reduced by $3.8 million as a result of an increased emphasis on the collection of billings outstanding in excess of 60 days and the impact of lower natural gas prices on sales of September 2009 production. Prepaid expenses and deposits increased by $0.2 million in 2009 largely due to the recording of stamping fees paid on guaranteed note borrowings. The accounts payable balance is $4.0 million lower at September 30, 2009 than at December 31, 2008, this is primarily due reduced exploration and development spending incurred during 2009. The net effect of these items resulted in a 16 percent decrease in Monterey's net current deficiency from the end of 2008.

Bank indebtedness

At September 30, 2009, the Corporation had total bank indebtedness of $30.1 million, resulting from Canadian $29.3 million in drawings against the credit facility in the form of guaranteed rate notes with terms to maturity of less than one year and $0.8 million of revolving overdraft borrowings. In addition, Monterey has issued approximately $149,000 in letters of credit/guarantee under the facility.

During the first quarter, at Management's request, the Corporation's lender (the "Lender") conducted the annual review of the credit facility. As a result of the review, Monterey and the Lender agreed to a new $45 million demand revolving credit facility (the "Facility"). The covenants under the Facility remain unchanged from those in the previous credit facility. The next annual review of the Facility is scheduled to be completed prior to June 1, 2010.

Under the Facility, Monterey has the ability to borrow from the Lender up to $45 million in the form of: (i) revolving prime based and US prime based borrowing in multiples of $25,000; (ii) issue of guaranteed notes and LIBOR borrowing subject to minimum borrowings of $1 million and additional amounts in multiples of $0.1 million having terms to maturity from 15 to 365 days from the date of issue; and (iii) letters of credit/guarantee, to a cumulative maximum of $12.5 million, for a period of up to one year. The Facility maintains Monterey's access to the previously established derivates facility, whereby the Corporation may enter into U.S. foreign exchange forwards contracts or interest and commodity derivatives contracts with the Lender. Covenants on Monterey's derivatives facility continue to limit the commodity derivatives contracts entered into by the Corporation to a maximum of 60% of Monterey's annualized before royalty production as report in the most recently completed calendar quarter and that the term of any commodity contract will not exceed a period of two years.

Under the terms of the Facility, interest rates on: (i) Canadian and US dollar prime based borrowing will be at the applicable Lender's prime lending rate plus 1.25%; (ii) on the issue of guaranteed notes or LIBOR borrowing Monterey will pay the base rate plus a stamping fee of 2.5% per annum; and a fee equal to 1.25% per annum, payable at issue, on letters of credit/guarantee. Monterey borrowings in excess of $40.5 million will incur interest at an additional 1% per annum. Monterey also pays a monthly stand-by fee on the average unused portion of the Facility at a rate of 0.35% per annum.

The Lender has the right to demand repayment of all borrowings at any time without notice or terminate the availability of the unused portion of the Facility five business days after serving notice to the Corporation. Monterey has the right to draw against the Facility, repay amounts borrowed or convert the type of borrowings subject to providing same day notice for borrowings less than $5.0 million and one business day notice for borrowings of $5.0 million or more.

The Facility is guaranteed by a Monterey general security agreement providing a floating charge on all the Corporation's lands and a security interest over all present and subsequently acquired personal property. Under the terms of the Facility, Monterey is obligated to meet certain covenants including providing certain financial and engineering information in a timely manner; however, Monterey is not required to meet any specific numerical financial covenants, such as a debt to equity ratio or minimum working capital or liquidity amounts.

Currently the undrawn amount available under the Facility and the anticipated funds flow from operations, proceeds from the oil and the gas property dispositions and the net proceeds of the equity issue completed after September 30, 2009 will be sufficient for Monterey to complete its planned capital expenditure program and settle its obligations for 2009 and 2010, albeit dependent upon the effect current exploration and development activities in the Groundbirch area have on the amount and timing of subsequent capital spending. In the event that business conditions deteriorated to the point where the Lender felt that it was unable to advance all of the funds under the Facility, if necessary, management would consider additional dispositions of non-core properties, delay the timing of the planned exploration and development program or consider other balance sheet measures available to Monterey to ensure that the Corporation remains a going concern.

Share Capital

At September 30, 2009 the Corporation had 32,902,500 common shares and stock options representing rights to issue up to an additional 3,165,666 outstanding. As a result of the equity financing completed on October 1, 2009 the number of outstanding shares has increased to 41,002,500 common shares and the current number shares that may be issued underlying stock options granted is 3,255,666 common shares.

Contributed Surplus

The Corporation's contributed surplus is equal to the fair value of stock options accrued over the vesting period of the stock options. The fair value of the stock options is estimated at the date the options are granted using the Black-Scholes option pricing model. When shares are issued as a result of the exercise of stock options the fair value of the stock option reflected in contributed surplus is credited to share capital and the contributed surplus balance reduced.



CAPITAL EXPENDITURES

Three Months ended Nine Months ended
Sept 30, Sept 30, Sept 30, Sept 30,
($000's) 2009 2008 2009 2008
----------------------------------------------------------------------------
Land and lease retention $ 56 $ 307 $ 167 $ 5,271
Geological and geophysical 84 137 212 762
Drilling and completions 1,111 5,030 4,525 12,965
Production equipment and facilities 170 434 1,328 2,178
Capitalized G&A 236 213 731 677
----------------------------------------------------------------------------

Exploration and development
expenditures $ 1,657 $ 6,121 $ 6,963 $ 21,853
Property acquisitions - - - 277
Office furniture, equipment and
software 5 3 1 12
----------------------------------------------------------------------------

Capital expenditures before
dispositions $ 1,662 $ 6,124 $ 6,964 $ 22,142
Property dispositions (2,738) - (8,754) (1,267)
----------------------------------------------------------------------------

Total capital expenditures $ (1,076) $ 6,124 $(1,790) $ 20,875
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Monterey's 2009 third quarter capital spending program of $1.7 million was almost entirely directed towards operations at Groundbirch with the commencement of the Corporation's first horizontal well in the area in late September. In addition, during the third quarter, 3.0 net sections of non-core undeveloped lands in the Town area in NEBC were sold for net proceeds of approximately $2.7 million.

For the nine months ended September 30, 2009 the capital spending was primarily directed to exploration and development activities in the Groundbirch area consisting of drilling in the drilling and the design, consultation and application related to a new gas processing facility. The Corporation's total capital expenditures for the first nine months, prior to dispositions, amounted to $7.0 million. In addition to the disposition of undeveloped lands in the Town area discussed above, Monterey sold non-producing oil and gas properties in the Dawson area of NEBC for $6.0 million during the first quarter of 2009.

COMMITMENTS

As at September 30, 2009 Monterey has the following contractual obligations calling for payments totaling $40.2 million:



Recognized in Less
financial than 1 1 - 3 4 - 5 After 5
($000's) statements Year years years years Total
----------------------------------------------------------------------------
Credit facility Yes $ 30,082 $ - $ - $ - $30,082
Stamping fees Yes 153 153
Stamping fees No 120 - - - 120
Asset retirement(1) Yes 291 876 727 6,101 7,995
Operating leases No 443 1,050 378 - 1,871
----------------------------------------------------------------------------
Total $ 31,089 $ 1,926 $ 1,105 $ 6,101 $40,221
----------------------------------------------------------------------------
(1) Asset retirement costs shown are undiscounted.


The $30.1 million credit facility obligation classified as needing to be repaid in less than one year is the Corporation's current bank debt as at September 31, 2009. Management anticipates that upon review by the bank in 2010 the Facility will be renewed and that bank debt will continue to be outstanding and not actually be repaid until some later time.

The stamping fees are in respect of guaranteed notes issued under the prior credit facility; when the existing Facility was negotiated Monterey agreed to pay an increase in the stamping fee upon maturity of each guaranteed note. In the table above a portion of the stamping fee obligation has been accrued is reflected in the financial statements while portion yet to be accrued is not reflected in the financial statements as at September 30, 2009.

The Asset retirement obligation is in respect of the costs to decommission oil and gas properties, the amount in the table above differs from the Asset retirement obligations reflected in the September 30, 2009 financial statements due to the fact that the $8.0 million in the above table contains the anticipated cash payments while the financial statements reflect a discounted figure.

Monterey is committed to future payments under an operating lease for head office space and parking facilities totaling approximately $1.8 million until October 30, 2014. Of this total, Monterey is committed to payments of $350,000 for each of the years from 2010 to 2013, and $292,000 in 2014. For the remainder of 2009, the Corporation is committed to making equal monthly payments totaling $88,000.

RELATED PARTY TRANSACTIONS

Legal Services

A director of Monterey is a partner at a law firm that provides legal services to the Corporation. During the nine months ended September 30, 2009, the Corporation incurred approximately $56,000 in legal services and disbursements associated with this related party. At September 30, 2009 the Corporation's accounts payable include an accrual of $5,000 for amounts owed to the law firm for legal fees and disbursements which have not yet been billed.

Transactions with Shareholder

During the nine months ended September 30, 2009, the Corporation had transactions totaling approximately $140,000 with an entity that holds approximately 24% of the outstanding common shares of Monterey. The transactions primarily consisted of Monterey's participation in the joint exploration, development and production of petroleum and natural gas properties. All transactions were completed on an arm's length basis consistent with normal industry terms. The value of the transactions between Monterey and the related party were recorded at the carrying amount, which approximated their fair value. At September 30, 2009, Monterey's records include $4,000 in accounts receivable with this shareholder.

Common Management and Directors

Certain directors of Monterey are also the directors or management of other entities that participate in joint operations with the Corporation. Transactions with these related parties are on terms that are consistent with parties dealing at arm's length. For the nine months ended September 30, 2009, the aggregate value of transactions entered into between Monterey and these entities was approximately $1,411,000. At September 30, 2009 Monterey's records include outstanding payables owed to the related parties of $6,000 and accounts receivables due to Monterey of approximately $71,000.

SUBSEQUENT EVENTS

On October 1, 2009, the Corporation completed the issuance of 5,450,000 common shares at a price of $1.85 per common share and 2,650,000 common shares on a "flow-through" basis at a price of $2.28 per flow-through common share. Total proceeds from the issuance of approximately $15.1 million after the deduction of underwriters' fees as well as associated share issue costs will be used to finance Monterey's capital expenditure program. As a result of the flow-through share issuance, Monterey is required to renounce approximately $6.0 million of Canadian Exploration Expense ("CEE") incurred on or before December 31, 2010.

On October 6, 2009, Monterey entered into a financial commodity price risk management contract with the Lender. Under the terms of the contract, Monterey has agreed to market 2,000 gigajoules of natural gas per day at a price of $5.07 per gigajoule for the period from November 1, 2009 to December 31, 2009.

OUTLOOK

Monterey is increasing the 2009 capital expenditure guidance from the existing $15 million to $20 million based on the acceleration of exploration and development operations in the Groundbirch area. The recent disposition of undeveloped lands in the Town area for $2.7 million and the $16.1 million equity offering completed in October will assist in financing the increased expenditures through the remainder of 2009 and into early 2010.

Monterey's Management and Board of Directors are currently in the process of reviewing the various capital projects for 2010 and once operational results have been obtained at Groundbirch, an initial 2010 budget will be approved. In addition to the planned expenditures directed to the operational activities in the Groundbirch area, the Corporation, based on a continual improvement in natural gas commodity prices may commence with the second round of horizontal development drilling of the Gething play at Squirrel and the Cadomin resource play at Brassey in early 2010. Monterey has licensed the next 7 development wells for the Squirrel and Brassey area projects with the next Brassey drilling location already constructed.

Management remains very optimistic on the future of Monterey and will continue to execute its business plan in a manner that is focused on adding value to Monterey's current and potential future shareholders.

SENSITIVITY ANALYSIS

Monterey's financial performance is impacted by changes in production and the business environment. The table below indicates the key factors impacting Monterey's financial performance for the fourth quarter of 2009. The table below indicates Monterey's assumptions and the impact on funds flow from operations over the fourth quarter of 2009 period as a result of a change in each key item.



Impact on
Funds flow from
Monterey operations
Variable Assumption Variance ($000's)
----------------------------------------------------------------------------
Natural gas production 9.0 - 10.0 mmcf/d 1 mmcf/d 225
Natural gas prices $4.75 mcf $1.00/mcf 725
WTI oil price $78.75US $ 1.00US 25
Foreign exchange rate $ 1.09Cdn : $1.00US $0.01Cdn 55
Bank prime lending rate 2.25% 1.00% 30


QUARTERLY SUMMARY INFORMATION

----------------------------------------------------------------------------
----------------------------------------------------------------------------
(unaudited and in thousands, Three Months Ended
except for commodity prices, per ----------------------------------------
share amounts, or unless otherwise Sept 30, June 30, Mar. 31, Dec. 31,
noted) 2009 2009 2009 2008
----------------------------------------------------------------------------

Average sales volumes:
Natural gas (mcf/d) 9,918 11,151 11,939 10,058
Light oil and NGL (bbl/d) 436 470 461 453
----------------------------------------------------------------------------
Oil equivalent (boe/d) 2,089 2,329 2,451 2,130
----------------------------------------------------------------------------

Average sales prices:
Natural gas ($/mcf)(1) $ 3.17 $ 3.60 $ 5.59 $ 7.35
Light oil and NGL ($/bbl) $ 49.82 $ 44.81 $ 37.84 $ 51.78
----------------------------------------------------------------------------
Oil equivalent ($/boe)(1) $ 25.71 $ 26.42 $ 34.52 $ 45.75
----------------------------------------------------------------------------

Financial:

Production revenue(1) $ 4,941 $ 5,597 $ 7,614 $ 8,965
Operating income(1) $ 1,818 $ 1,842 $ 3,438 $ 4,191
Funds flow from operations $ 880 $ 844 $ 2,620 $ 3,694
Net earnings / (loss) $ (4,809) $ (5,485) $ (4,174) $ (2,110)
Capital expenditures (net of
dispositions) $ (1,076) $ 1,104 $ (1,818) $ 10,900
Net current surplus / (deficiency) $ (2,031) $ (931) $ (2,640) $ (2,414)
Bank debt (2) $ 30,082 $ 33,221 $ 31,052 $ 35,510
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Per share:
Funds flow from operations:
Basic $ 0.03 $ 0.03 $ 0.08 $ 0.11
Diluted $ 0.03 $ 0.03 $ 0.08 $ 0.11
Earnings / (loss):
Basic and diluted $ (0.15) $ (0.17) $ (0.13) $ (0.06)
----------------------------------------------------------------------------

Share data:
Outstanding:
Common shares 32,903 32,903 32,903 32,903
Non-voting common shares - - - -
----------------------------------------------------------------------------
Total outstanding 32,903 32,903 32,903 32,903

Stock options 3,136 3,136 3,136 3,136
----------------------------------------------------------------------------
Total diluted shares outstanding 36,039 36,039 36,039 36,039

----------------------------------------------------------------------------
Weighted average:
Basic 32,903 32,903 32,903 32,903
Diluted 33,191 33,136 32,933 32,904
----------------------------------------------------------------------------
----------------------------------------------------------------------------


----------------------------------------------------------------------------
----------------------------------------------------------------------------
(unaudited and in thousands, Three Months Ended
except for commodity prices, per ----------------------------------------
share amounts, or unless otherwise Sept. 30, June 30, Mar. 31, Dec. 31,
noted) 2008 2008 2008 2007
----------------------------------------------------------------------------

Average sales volumes:
Natural gas (mcf/d) 8,400 6,598 7,168 7,969
Light oil and NGL (bbl/d) 292 181 241 212
----------------------------------------------------------------------------
Oil equivalent (boe/d) 1,691 1,280 1,435 1,540
----------------------------------------------------------------------------

Average sales prices:
Natural gas ($/mcf)(1) $ 10.24 $ 9.03 $ 7.09 $ 6.54
Light oil and NGL ($/bbl) $ 101.08 $ 105.92 $ 83.07 $ 80.32
----------------------------------------------------------------------------
Oil equivalent ($/boe)(1) $ 68.45 $ 62.03 $ 49.34 $ 44.95
----------------------------------------------------------------------------

Financial:

Production revenue(1) $ 10,652 $ 7,227 $ 6,444 $ 6,366
Operating income(1) $ 6,445 $ 4,163 $ 3,301 $ 3,126
Funds flow from operations $ 3,345 $ 4,417 $ 3,547 $ 2,588
Net earnings / (loss) $ 1,301 $ 601 $ 1,111 $ (1,101)
Capital expenditures (net of
dispositions) $ 40,930 $ 2,167 $ 12,586 $ 3,615
Net current surplus / (deficiency) $ (7,486) $ (3,961) $ (5,874) $ (1,517)
Bank debt (2) $ 22,606 $ 18,038 $ 18,227 $ 13,625
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Per share:
Funds flow from operations:
Basic $ 0.12 $ 0.18 $ 0.14 $ 0.11
Diluted $ 0.12 $ 0.17 $ 0.14 $ 0.11
Earnings / (loss):
Basic and diluted $ 0.05 $ 0.02 $ 0.04 $ (0.04)
----------------------------------------------------------------------------

Share data:
Outstanding:
Common shares 32,903 25,107 20,046 19,993
Non-voting common shares - - 5,061 5,061
----------------------------------------------------------------------------
Total outstanding 32,903 25,107 25,107 25,054

Stock options 2,771 2,151 2,151 2,296
----------------------------------------------------------------------------

Total diluted shares outstanding 35,674 27,258 27,258 27,350
----------------------------------------------------------------------------
Weighted average:
Basic 27,818 25,107 25,058 24,528
Diluted 27,818 25,329 25,255 24,684
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Includes gains and losses from financial instruments
(2) Bank debt includes obligation under capital lease


NON-GAAP MEASURES

Within this MD&A, references are made to terms commonly used in the oil and gas industry. Management uses funds flow from operations, operating income, capital expenditures and net debt to analyze operating performance. These measures do not have standardized meanings prescribed by GAAP, and may not be comparable to similar measures presented by other companies. For this MD&A the measures used are: (i) Funds flow from operations; (ii) Operating income; (iii) Capital expenditures; (iv) Total capital expenditures (v) Funds flow from operations per basic and funds flow from operations per diluted share is calculated by dividing funds flow from operations as described earlier, by the total number of respective weighted average basic and diluted common shares outstanding during the period; (vi) Net debt; (vii) Net current surplus (deficiency); and (viii) Estimated forward cash flow being funds flow from operations for a particular month adjusted for one time or extraordinary items which is then annualized. This non-GAAP measure provides a quick and reasonably accurate estimate, under current business conditions, of the funds flow from operations for the next twelve months.

The following tables reconcile the non-GAAP measures used in this Management Discussion and Analysis to the most directly comparable measure calculated in accordance with GAAP:



Funds flow from operations

Three months Three months Nine months Nine months
ended ended ended ended
($000's) Sept 30, 2009 Sept 30, 2008 Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Cash provided by
operating
activities $ 1,123 $ 2,873 $ 4,672 $ 10,799
Changes in
non-cash working
capital (251) 394 (742) 241
Asset retirement
expenditures 8 78 414 269
----------------------------------------------------------------------------
Funds flow from
operations $ 880 $ 3,345 $ 4,344 $ 11,309
----------------------------------------------------------------------------


Funds flow from operations is an important measure to Management and investors because it provides a better indication of Monterey's internal funds generated from ongoing operations, versus cash flow provided by (used in) operating activities. Cash flow from (used in) operating activities takes into account the net change in non-cash working capital items and asset retirement expenditures which may vary significantly from one period to the next, are likely to be infrequently incurred or are not considered part of normal operations.



Operating income
Three months Three months Nine months Nine months
ended ended ended ended
($000's) Sept 30, 2009 Sept 30, 2008 Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Net earnings (loss) $ (4,809) $ 1,301 $ (14,468) $ 3,013
Add: Future income
tax expense
(recovery) - 40 - (1,708)
Add: Depreciation,
depletion and
accretion 5,605 4,100 18,564 9,917
Add: Net interest
expense 311 247 784 744
Add: General and
administrative 711 757 2,218 1,943
----------------------------------------------------------------------------
Operating income $ 1,818 $ 6,445 $ 7,098 $ 13,909
----------------------------------------------------------------------------


Management views operating income as an important measure of the Corporation's viability and contribution from the operation of its core business and is reflective of Monterey's gross margin.



Capital expenditures and Total capital expenditures

Three months Three months Nine months Nine months
ended ended ended ended
($000's) Sept 30, 2009 Sept 30, 2008 Sept 30, 2009 Sept 30, 2008
----------------------------------------------------------------------------
Cash used in
investing
activities $ (1,925) $ 4,773 $ (665) $ 17,242
Change in non-cash
working capital 849 2,140 (1,125) 4,422
----------------------------------------------------------------------------
Capital expenditures $ (1,076) $ 6,913 $ (1,790) $ 21,664
Business combination
costs - (789) - (789)
----------------------------------------------------------------------------
Total capital
expenditures $ (1,076) $ 6,124 $ (1,790) $ 20,875
----------------------------------------------------------------------------


Capital expenditures measure the net cash resources directed to exploring for and developing of oil and gas reserves along with the investment in office furniture and equipment to support Monterey's business activities. While total capital expenditures is comprised of capital expenditures plus the recorded cost of oil and gas properties of corporate acquisitions, including the costs of the acquisition and the allocation to long lived asset retirement. These measures are each considered by Management to be better measures than capital additions recorded under GAAP to determine the Corporation's success and efficiency in growing its reserves and reserve value.

Capital expenditures indicate the investment customarily incurred in the exploration and development activities and is readily comparable to other periods. The capital additions under GAAP include non-cash adjustments, such as long lived asset retirement costs, that impair Management's and the reader's ability to accurately assess Monterey's performance in respect of adding reserves organically and complemented with property acquisitions. Reserve growth from organic and property acquisitions activities represent the typical methods employed by the Corporation.

Total capital expenditures also include the incremental costs incurred to increase Monterey's reserve base via business combinations. The total capital expenditures measure is provided in addition to capital expenditures as growth via corporate acquisition has historically been atypical of Monterey's activities. Total capital expenditures measure assists the reader to assess the Corporation's overall performance to increase its reserves.



Net debt

As at As at
($000's) Sept 30, 2009 Dec. 31, 2008
----------------------------------------------------------------------------
Bank indebtedness $ 30,082 $ 35,286
Less: Current assets (1,999) (5,661)
Add: Accounts payable and accrued liabilities 4,030 8,075
Add: Obligation under capital lease 91 224
----------------------------------------------------------------------------
Net debt $ 32,204 $ 37,924
----------------------------------------------------------------------------


Net debt is an important measure as it provides a measure of the net obligations that can be reasonably expected to be settled with the Corporation's assets in the near term. Total liabilities under GAAP, also include asset retirement obligations as well as liabilities arising from financial instruments for which the timing of settlement with the Corporation's existing and future assets involve greater use of estimation and as a result the timing and amount expended to satisfy the obligation may be subject to significant variation.



Net current deficiency

As at As at
($000's) Sept 30, 2009 Dec. 31, 2008

Current liabilities $ 34,203 $ 43,540
Less: Current assets (1,999) (5,661)
----------------------------------------------------------------------------
Working capital deficit 32,204 37,879
Less: Current portion of bank indebtedness (30,082) (35,286)
Less: Current portion of obligation under
capital lease (91) (179)
----------------------------------------------------------------------------
Net current deficiency $ 2,031 $ 2,414
----------------------------------------------------------------------------


Net current deficiency is a key measure for the Corporation as it gives a measure of net working capital excluding unrealized financial instrument assets and liabilities. Unrealized financial instrument assets and liabilities for Monterey primarily consist of the estimated future settlement value of forward financial contracts which are not necessarily indicative of the actual net cash inflows or outflows at the settlement date of the financial instruments. As at September 30, 2009 and December 31, 2008, Monterey did not participate in forward financial contracts for which unrealized gains or losses would arise.

RISKS & UNCERTAINTIES

Some of the risks that Monterey is exposed to which impact Management's ability to execute the Corporation's business plan include but are not limited to:

- Exploration, development and production activities

Monterey's success depends upon its ability to find, secure rights, acquire, develop and commercially produce oil and natural gas reserves. Risks associated with the exploration, finding and development and production of oil and gas reserves is impacted by: attracting, hiring and retaining knowledgeable and experienced staff; competition for prospective land for exploration and development activities; geological and operational risks; application of changing or new technologies, imprecision of reserve estimates and valuation; timely receipt of required regulatory approvals; ability to secure or obtain equipment, services and supplies when needed; weather; field operating risks; and existence and ability to access production infrastructure to deliver production to market.

Management attempts to manage and overcome these risks by careful addition of staff, early identification and evaluation of opportunities; careful planning of operations and development of contingency plans; developing continuing relationships with reliable suppliers of services, equipment and supplies; and carrying appropriate levels of insurance.

- Global financial crisis

During 2008 market conditions and events led to significant disruptions of international credit markets and the overall deterioration of worldwide economic conditions leading to increased volatility in markets (including financial and product markets), reduced liquidity, widening of corporate spreads, increased credit losses and tightening of credit conditions. Governments throughout the world have been required to intervene in preventing the collapse of banks, insurers and financial institutions. These conditions have impacted Monterey due to continued volatility of commodity prices, currency exchange, interest rates, access to and the amount of debt and equity financing available, and the Corporation's valuations (stock market trading price and net asset value) have been negatively impacted.

Management has attempted to mitigate the impacts of the global recession and uncertain credit markets by disposing of non-core properties to reduce debt, reducing the size of the capital expenditure program to approximate funds flow from operations, fixing the cost of debt through the issue of guaranteed notes, entering into a new credit facility that allows Monterey to continue to access up to $45 million in borrowings from the lender and completed a $16.0 million equity financing.

- Capital requirements

The Corporation's core business requires sufficient funds for the future acquisition, exploration, development and production of oil and natural gas reserves. Weak economic conditions can cause significant volatility of commodity prices meaning that internal generation of funds or reasonable return of investment is uncertain. In addition the global credit crisis, while recently improving, may impact the access to, timing, amount and cost of debt thus making Monterey's ability to conduct or complete exploration and development activities more difficult.

Management ensures that projects are adequately evaluated to estimate viability under challenging economic conditions. In addition development of capital spending plans are carefully prepared and are subject to ongoing review to ensure that sufficient financial resources are available and that projects will earn a positive return on investment. Management manages the components of its balance sheet, remains apprised of developments in the equity markets and changes in the current and forecasted commodity prices to maintain financial flexibility so that the business plans can be carried out.

- Third party credit risk

Monterey may be exposed to third party credit risk through its contractual arrangements with joint venture partners, purchasers of production and other parties. During challenging economic periods the Corporation's access to funds needed to finance the ongoing business or settle obligations due may be impacted by an increase in the amount of time required to collect or the lack of collectability of accounts receivables.

Management mitigates this risk by entering into joint ventures or sell production to a diverse portfolio of entities that have sufficient capital resources and an established record of paying obligations when due. The Corporation routinely monitors the amount and aging of accounts receivable to improve collectability and when necessary issues cash calls to collect payment in advance from a partner for its share of a project.

- Climate change

The determination of the impact of climate change is currently unknown and cannot be reasonably estimated. Physical access to opportunities and timing to conduct operations could change or become more costly. Potential new laws or regulatory requirements to control greenhouse gases or other emissions may increase the cost and the method of conducting exploration, development, production and processing oil and gas. Lastly new taxes, tariffs, penalties or costs to acquire offsetting credits as a result of finding, developing, producing, transporting and selling oil and gas may also impair the commercial viability of Monterey's activities or the oil and gas industry overall.

Management continues to monitor developments in this evolving area. Methods to be used to mitigate the risks associated with climate change include: education to understand the impact of physical changes in the environment on Monterey's operations and new and changes to laws or regulatory requirements, and careful planning to determine cost effective means to perform Monterey's exploration, development and production activities and ensure compliance with laws and regulations.

- Changes in laws and regulations

In February 2009 the Government of British Columbia announced changes to the Deep Royalty Program under which royalty credits can be earned as a result of the vertical depth or the length of the horizontal leg of new drills. Royalties earned by the drilling of a well are applied against the crown royalties on production from the well. The changes favorably adjusted the factor applied to calculating the royalty credits earned.

On August 6, 2009 the Government of British Columbia announced an oil and gas stimulus package consisting of four royalty and two regulatory initiatives designed to attract investment in oil and gas activities in the province. The royalty changes include: (i) introduction of a reduction in the royalty rate for all wells drilled from September 2009 to June 2010 to two percent applied to the first year's production from successful drilling; (ii) an increase of 15% in the Deep Well royalty credits that are earned by drilling natural gas wells; (iii) reduction in the depth of horizontal wells to 1,900 meters to qualify a well as eligible for the Deep Royalty Credit Program; and (iv) allocation of an additional $50 million that can be earned in infrastructure royalty credits as a result of investment in oil and gas roads and pipelines. The regulatory initiatives include permission for commingling production and amendments to the drilling license regulation.

The royalty rate reduction and the changes in the Deep Well Royalty Credit Program announced by the province of British Columbia will favorably impact the planned and future operations of Monterey by improving the economical viability future drilling, particularly horizontal wells to be drilled in the Groundbirch, Brassey and Squirrel areas of NEBC. The enhancement to the infrastructure royalty credit program may offset a portion of the Corporation's investment in the construction of a gas plant in the Groundbirch area.

On October 25, 2007 the Government of Alberta released the New Royalty Framework ("NRF") outlining revisions to its crown royalty program that became effective on January 1, 2009. To mitigate the impact of unintended consequences resulting for the NRF the Government of Alberta has introduced a number of programs, including: (i) In April 2008, the Government of Alberta announced a new program to support exploration and development of deep oil and gas reserves that would be uneconomic under the NRF. The incentives associated with the new program applies to oil exploration wells and natural gas wells having depths greater than 2,000 meters and 2,500 meters, respectively; (ii) on November 19, 2008 the Government of Alberta introduced a five-year transitional royalty program to promote new drilling. Companies that drill new conventional oil or natural gas wells between the depths of 1,000 and 3,500 meters, will be granted a one-time option per well to adopt the new transitional rates or those outlined in the NRF. The transitional royalty rates for conventional oil will range from 10 percent to 39 percent, and transitional royalty rates for conventional gas will range from five percent to 30 percent. These transitional rates have lower maximum royalty rates in comparison to royalty rates under the NRF which range from zero to 50 percent on oil production and five percent to 50 percent for natural gas production; (iii) on March 3, 2009, the Government of Alberta announced a three-point incentive program to stimulate new and continued economic activity in Alberta which included a drilling royalty credit for new conventional oil and natural gas wells and a new royalty incentive program. Under the drilling royalty credit program a $200 per meter royalty credit will be available on new conventional oil and gas wells drilled between April 1, 2009 and March 31, 2010. The new well incentive program will apply to wells beginning production of conventional oil and natural gas between April 1, 2009 and March 31, 2010 and provides for a maximum 5% royalty rate for the first 12 months of production, up to a maximum of 50,000 barrels of oil or 500 mmcf of natural gas; and (iv) on June 25, 2009 the Alberta government announced that it would be extending the terms of the drilling royalty credit and new royalty incentive programs which were originally announced in March 2009, by one year, thereby extending the expiry of both programs by one year from March 2010 to March 2011.

Approximately 19 percent of the Corporation's production is from wells located in the province of Alberta; furthermore Monterey's Alberta production is largely from low productivity and shallow depth wells; and the majority of Monterey's drilling operations have historically been conducted in the province of British Columbia. As a result the regulatory changes in the province of Alberta outlined above will only have a nominal impact on Monterey's current operations. Nonetheless the Corporation's ability to attract investment capital for future investment in Alberta may be impacted by the negative effect the NRF will have on the economics of capital projects located in the province of Alberta.

FORWARD LOOKING STATEMENTS & ADVISORIES

(Certain information regarding Monterey set forth in this MD&A, including but not limited to Management's expectations regarding the timing of its IFRS change over plans, expectations regarding its financial capabilities, continued availability of debt financing, expectations regarding tax pool expiries, expectations concerning future funds flow from operations, future exploration and development activities, planned capital expenditures, treatment under royalty regimes, plans regarding the development of the Corporation's project inventory and expectations relating to production levels and forecast production may constitute forward-looking statements under applicable securities laws and regulations involve substantial known and unknown risks and uncertainties. The use of any of the words "anticipate", "continue", "depends", "estimate", "expect", "may", "will", "project", "should", "believe", "would", "potential" and similar expressions are intended to identify forward-looking statements. Such statements represent Monterey's internal projections, estimates or beliefs concerning, among other things, an outlook on the estimated amounts and timing of capital expenditures, anticipated future debt, revenues or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These statements are only predictions and actual events or results may differ materially. In addition, statements relating to "reserves" or "resources" are deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably produced in the future. Although Monterey believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause Monterey's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Monterey.

The forward-looking statements included in this MD&A also include, but are not limited to, statements with respect to the size of, and future net revenues from, crude oil and natural gas reserves; the focus of capital expenditures; expectations regarding the ability to raise capital and to continually add to reserves through acquisitions and development; projections of market prices and costs; the performance characteristics of Monterey's crude oil and natural gas properties; crude oil and natural gas production levels; Monterey's future operating and financial results; expectations regarding Monterey's capital expenditure programs; supply and demand for crude oil and natural gas; average royalty rates; development drilling; amount of general and administrative expenses; treatment under governmental regulatory regimes and tax laws; the risk of non-capital losses expiring unutilized; and expectations regarding operating costs.

These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the Corporation's control, including the impact of general economic conditions; volatility in market prices for crude oil and natural gas; industry conditions; volatility of commodity prices; currency fluctuation; imprecision of reserve estimates; liabilities inherent in crude oil and natural gas operations; environmental risks; incorrect assessments of the value of acquisitions and exploration and development programs; competition from other producers; the lack of availability of qualified personnel or management; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry; hazards such as fire, explosion, blowouts, cratering, and spills, each of which could result in substantial damage to wells, production facilities, other property and the environment or in personal injury; stock market volatility; and ability to access sufficient capital from internal and external sources.

With respect to forward-looking statements contained in this MD&A, Monterey has made assumptions regarding: the success of exploration and development activities, the impact of increasing competition; the general stability of the economic and political environment in which Monterey operates; the ability of the Corporation to retain or obtain qualified staff, equipment and services in a timely and cost efficient manner; drilling results; the ability of the operator of the projects which the Corporation has an interest in to operate the field in a safe, efficient and effective manner; Monterey's ability to obtain financing on acceptable terms; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development or exploration; the timing and costs of pipeline, storage and facility construction and expansion; the ability of the Corporation to secure adequate product transportation; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which the Corporation operates; and Monterey's ability to successfully market its oil and natural gas products.

Management has included the above summary of assumptions and risks related to forward-looking information provided in this MD&A in order to provide readers with a more complete perspective on Monterey's future operations and such information may not be appropriate for other purposes. Monterey's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Monterey will derive there from. Readers are cautioned that the foregoing lists of factors are not exhaustive. These forward-looking statements are made as of the date of this MD&A and Monterey disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

However, in the event that subsequent events are reasonably likely to cause actual results to differ materially from material forward-looking statements or information previously disclosed by Monterey for a period that is not yet complete, Monterey will provide disclosure on such events and the anticipated impact of such events.

MONTEREY EXPLORATION LTD.

Financial Statements

For the three and nine months ended September 30, 2009

MANAGEMENT'S REPORT

The accompanying financial statements of Monterey Exploration Ltd. ("Monterey" or the "Corporation") have been prepared by Management in accordance with Canadian generally accepted accounting principles.

Management is responsible for the integrity of the financial information. Internal control systems are designed and maintained to provide reasonable assurance that assets are safeguarded from loss or unauthorized use and to produce reliable accounting records for financial reporting purposes.

Management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses for the period. These estimates and assumptions are based on Management's best information and judgment and, in the near term are not expected to materially change the recorded amounts of assets, liabilities, revenues and expenses. The financial statements have been prepared using policies and procedures established by Management and outlined in the notes to the accompanying financial statements and reflect fairly the Corporation's financial condition and results of operations.

The Board of Directors is responsible for ensuring that Management fulfills its responsibilities for financial reporting and internal control. The Board exercises this responsibility through the Audit Committee of the Board of Directors, with assistance from the Reserve Committee regarding the annual independent evaluation of Monterey's petroleum and natural gas reserves. The Audit Committee meets regularly with Management and the independent auditors to ensure that Management's responsibilities are properly discharged, to review the financial statements and recommend that the financial statements be presented to the Board of Directors for approval. The Audit Committee also considers the independence of the external auditors, reviews the services provided and the fees charged by the external auditors. The external auditors have access to the Audit Committee without the presence of Management.

The Audit Committee of the Board of Directors reviewed the unaudited financial statements of Monterey Exploration Ltd. as at September 30, 2009 as compiled by Management. The Board of Directors on the recommendation of the Audit Committee has approved these financial statements.




(signed) "Patrick D. Manuel" (signed) "David M. Fisher"
Patrick D. Manuel David M. Fisher
President & Chief Executive Officer Vice President, Finance & Chief
Financial Officer

November 10, 2009


MONTEREY EXPLORATION LTD.
Balance Sheets
($000's)
(unaudited)

September 30, December 31,
2009 2008
----------------------------------------------------------------------------
Assets
Current assets:
Accounts receivable $ 1,193 $ 4,980
Prepaid expenses and deposits 806 681
----------------------------------------------------------------------------

1,999 5,661

Property and equipment (Note 4) 121,790 141,458
----------------------------------------------------------------------------

$ 123,789 $ 147,119
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Current liabilities:
Bank indebtedness (Note 5) $ 30,082 $ 35,286
Accounts payable and accrued liabilities 4,030 8,075
Obligation under capital lease 91 179
----------------------------------------------------------------------------

34,203 43,540

Obligation under capital lease - 45
Asset retirement obligations (Note 6) 4,610 4,471

Shareholders' equity:
Share capital (Note 7) 92,944 92,944
Contributed surplus (Note 7) 4,059 3,678
Retained earnings (deficit) (12,027) 2,441
----------------------------------------------------------------------------

84,976 99,063
----------------------------------------------------------------------------
Commitment (Note 11)
Subsequent events (Note 13)
$ 123,789 $ 147,119
----------------------------------------------------------------------------
----------------------------------------------------------------------------


See accompanying notes to the interim unaudited financial statements

Approved on behalf of the Board:

(signed) "Chris G. Webster" (signed) "William V. Bradley"
Director Director


MONTEREY EXPLORATION LTD.
Statements of Earnings (Loss) and Retained Earnings (Deficit)
($000's)
(unaudited)

Three months ended Nine months ended
----------------------- ---------------------
Sept 30, Sept 30, Sept 30, Sept 30,
2009 2008 2009 2008
----------------------------------------------------------------------------
Revenues:
$ 4,941 $ 8,880 Production $ 18,152 $ 24,985
(803) (1,882) Royalties (2,932) (4,474)
Gain (loss) on financial
- 1,772 instruments - (662)
6 - Interest 59 16
----------------------------------------------------------------------------

4,144 8,770 15,279 19,865
----------------------------------------------------------------------------
Expenses:
2,072 2,048 Operating 7,146 5,257
248 277 Transportation costs 976 685
711 757 General and administrative 2,218 1,941
317 247 Interest 843 760
Depreciation, depletion and
5,605 4,100 accretion 18,564 9,917
----------------------------------------------------------------------------

8,953 7,429 29,747 18,560
----------------------------------------------------------------------------

Earnings (loss) before
(4,809) 1,341 income taxes: (14,468) 1,305
Future income tax recovery
- (40) (expense) (Note 9) - 1,708
----------------------------------------------------------------------------

(4,809) 1,301 Net earnings (loss) (14,468) 3,013
Retained earnings (deficit),
(7,218) 3,250 beginning of period 2,441 1,538
----------------------------------------------------------------------------

Retained earnings (deficit),
$(12,027) $ 4,551 end of period $ (12,027) $ 4,551
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Net earnings (loss) per
share (Note 7)
$ (0.15) $ 0.05 Basic and diluted $ (0.44) $ 0.12

See accompanying notes to the interim unaudited financial statements


MONTEREY EXPLORATION LTD. Statements of Cash Flows
($000's) (unaudited)

Three Months ended Nine Months ended
----------------------- ---------------------
Sept 30, Sept 30, Sept 30, Sept 30,
2009 2008 2009 2008
----------------------------------------------------------------------------

Cash provided by (used in):

Operating activities:
$(4,809) $ 1,301 Net earnings (loss) $(14,468) $ 3,013
Items not requiring cash from
operations:
Unrealized financial instrument
- (2,196) gain - (212)
84 100 Stock-based compensation 248 299
Depreciation, depletion and
5,605 4,100 accretion 18,564 9,917
Future income tax expense
- 40 (recovery) - (1,708)
(8) (78) Asset retirement expenditures (414) (269)
Change in non-cash working
251 (394) capital items (Note 10) 742 (241)
----------------------------------------------------------------------------

1,123 2,873 4,672 10,799
----------------------------------------------------------------------------

Financing activities:
Increase (decrease) in bank
(3,003) 2,099 indebtedness (5,204) 6,512
(45) (14) Obligation under capital lease (133) (14)

Issue of common shares net of
- (211) share issue costs - (88)

Change in non-cash working
- 26 capital items (Note 10) - 26
----------------------------------------------------------------------------

(3,048) 1,900 (5,337) 6,436
----------------------------------------------------------------------------

Investing activities:
Oil and natural gas property
- - acquisitions - (277)
Oil and natural gas property
2,738 - dispositions 8,754 1,267
- (789) Corporate transaction costs - (789)
(1,662) (6,124) Property and equipment additions (6,964) (21,865)
Change in non-cash working
849 2,140 capital items (Note 10) (1,125) 4,422
----------------------------------------------------------------------------

1,925 (4,773) 665 (17,242)
----------------------------------------------------------------------------

- - Change in cash - (7)
- - Cash, beginning of period - 7
----------------------------------------------------------------------------

$ - $ - Cash, end of period $ - $ -
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Supplemental cash flow information (Note 10)

See accompanying notes to the interim unaudited financial statements


MONTEREY EXPLORATION LTD.

Notes to the interim unaudited Financial Statements

For the three and nine months ended September 30, 2009

1. NATURE OF OPERATIONS

Monterey Exploration Ltd. (the "Corporation" or "Monterey") is incorporated under the Business Corporations Act (Alberta) and is engaged in the acquisition, exploration, development and production of natural gas, natural gas liquids and crude oil in the Western Canadian Sedimentary Basin.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of presentation

Management has prepared the interim unaudited financial statements in accordance with Canadian generally accepted accounting principles following the same accounting policies and methods of their application as the Corporation's financial statements for the year ended December 31, 2008, except as described in note 2(b). The interim unaudited financial statements and notes thereto should be read in conjunction with Monterey's financial statements for the year ended December 31, 2008. All amounts are stated in thousands of Canadian dollars, except where otherwise indicated.

b) Changes in accounting policies

On January 1, 2009, Monterey adopted Section 3064 "Goodwill and Other Intangible Assets" issued by the CICA. Under the new accounting standard, criteria for the recognition, measurement and disclosure of Goodwill and Other Intangible Assets are clarified. Adoption of the new accounting standard did not result in changes to Monterey's financial statements or note disclosures.

On January 1, 2011, the Corporation will be required to adopt International Financial Reporting Standards ("IFRS") and prepare its financial statements under this new set of standards, thereby replacing the preparation of Monterey's financial statements using Canadian generally accepted accounting principles.

3. FINANCIAL INSTRUMENTS

At September 30, 2009, Monterey's financial instruments include accounts receivable, accounts payable, bank indebtedness and obligation under capital lease. The Corporation's financial instruments have been classified accordingly: loans and receivables - accounts receivable, and other liabilities - accounts payable, bank indebtedness and obligation under capital lease.

Monterey's loans and receivables are recorded at their amortized cost.

Monterey has exposure to market risk, credit risk, and liquidity risk. A discussion of how the Corporation is exposed to and manages each type of risk is noted below:

a) Market risk

(i) Commodity price risk:

The Corporation is primarily exposed to market risk in the form of commodity price volatility. Monterey's objective for commodity price risk management is to ensure that sufficient protection exists to enable the Corporation to meet planned capital expenditures in the event of downward movements in commodity prices. The Corporation's Board of Directors ("Board") has authorized Management to enter into forward financial and physical risk management contracts on Monterey's production. Management may, subject to approval by the Corporation's Board, commit up to 50 percent of Monterey's annualized, production before royalties as reported in the most recently completed calendar quarter to forward risk management contracts. In addition, the term of any commodity contract cannot exceed a period of two years.

As at, and during the three and nine months ended September 30, 2009, the Corporation did not enter into any fixed price derivative contracts associated with future production. The Corporation's policy when entering into derivative financial instruments has been to initially record derivative financial instruments at their fair value, and subsequently mark to market at the end of each reporting period. Subsequent to September 30, 2009, Monterey entered into a financial commodity price risk management contract, please see note 13 for the terms of the contract.

(ii) Interest rate risk:

Monterey's capital and operating expenditures are funded by any combination of the following: bank indebtedness, working capital, cash flow from operations and the issuance of equity. To the extent that expenditures are funded by incurring additional bank indebtedness, the Corporation has a contractual obligation to repay those funds borrowed plus interest on those borrowings. Changes in Canadian interest rates result in variation in the interest expense on funds borrowed by the Corporation.

At September 30, 2009, Monterey had bank indebtedness of approximately $30.1 million. Assuming that the Corporation maintained its existing bank indebtedness for one year, a 1.00% change in Canadian interest rates would result in a variance of approximately $0.3 million in Monterey's annualized interest expense.

b) Credit risk

A substantial majority of Monterey's petroleum and natural gas production is marketed under standard industry terms, with a pre-arranged monthly settlement day for payment of revenues from Monterey's purchasers of its sales volumes. In addition, Monterey may conduct oil and gas operations jointly, as both the operator or as a participant, with partners. As a result, the Corporation is exposed to credit risk as a financial loss would result if Monterey's customers or joint venture partners failed to meet their contractual obligations to reimburse the Corporation for its accounts receivables. At September 30, 2009, Monterey had approximately $71,000 in accounts receivable that were over 90 days, with the majority of receivables outstanding for less than 30 days.

At September 30, 2009, Monterey did not have a provision for doubtful accounts as the majority of its receivables have been outstanding for less than 30 days, and the Corporation has a favorable collection history.

c) Liquidity risk

Liquidity risk is the risk that Monterey cannot meet its financial obligations as they come due. During times of extreme downward volatility in commodity prices, the Corporation manages this risk by maintaining net debt (bank debt plus capital lease obligation and non-cash working capital deficit or less non-cash working capital surplus) below the total amount of borrowings available under the Corporation's credit facility. The Corporation may reduce its net debt through the issuance of equity, the disposal of assets or by reducing anticipated capital expenditures to an amount less than cash flow generated from operations.

In order to control the Corporation's exposure to liquidity risk, Monterey has actively taken steps to manage its bank indebtedness, including: year-to-date dispositions of non-core undeveloped oil and gas properties for approximate net cash proceeds of $8.8 million; renewed its credit facility of $45.0 million until May 2010; and subsequent to the third quarter, completed an equity issuance for net cash proceeds of $15.1 million.



4. PROPERTY AND EQUIPMENT

Accumulated
depletion and
($000's) Cost depreciation Net book value
----------------------------------------------------------------------------

Oil and natural gas properties $ 173,468 $ 51,901 $ 121,567
Office furniture and equipment 387 164 223
----------------------------------------------------------------------------

September 30, 2009 $ 173,855 $ 52,065 $ 121,790
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Accumulated
depletion and
($000's) Cost depreciation Net book value
----------------------------------------------------------------------------

Oil and natural gas properties $ 175,118 $ 33,935 $ 141,183
Office furniture and equipment 387 112 275
----------------------------------------------------------------------------

December 31, 2008 $ 175,505 $ 34,047 $ 141,458
----------------------------------------------------------------------------
----------------------------------------------------------------------------


During the nine months ended September 30, 2009, Monterey capitalized, to the cost of oil and natural gas properties, approximately $731,000 of general and administrative expenses that were directly related to exploration and development activities (year ended December 31, 2008 -$1,279,000). This amount includes approximately $133,000 (year ended December 31, 2008 -$258,000) of non-cash expenditures associated with stock-based compensation expenses.

Undeveloped property costs of $8,503,000 were excluded from the depletion and depreciation calculation of oil and natural gas properties at September 30, 2009 (year ended December 31, 2008 - $9,718,000). Future costs of $14,881,000 to develop proved undeveloped reserves have been included in the depletion and depreciation calculation of oil and natural gas properties at June 30, 2009 (year ended December 31, 2008 - $24,042,000).

5. BANK INDEBTEDNESS, BANK DEBT & DERIVATIVES FACILITY

The Corporation has access to a demand revolving credit facility (the "Facility") of $45 million and a derivatives facility with a Canadian banking institution (the "Lender"). The Facility permits Canadian and U.S. dollar borrowings to finance the Corporation's operations. As at September 30, 2009, Monterey had bank indebtedness of approximately $30.1 million, primarily in the form of guaranteed rate notes with terms to maturity of less than one year. In addition, the Corporation has issued approximately $149,000 in letters of credit/guarantee under the Facility.

Under the Facility, Monterey has the ability to borrow from the Lender up to $45 million in the form of: (i) revolving prime based and US prime based borrowing in multiples of $25,000; (ii) issue of guaranteed notes and LIBOR borrowing subject to minimum borrowings of $1 million and additional amounts in multiples of $0.1 million having terms to maturity from 15 to 365 days from the date of issue; and (iii) letters of credit/guarantee, to a cumulative maximum of $12.5 million, for a period of up to one year. The Facility permits Monterey's access to a derivates facility, whereby the Corporation may enter into U.S. foreign exchange forwards contracts or interest and commodity derivatives contracts with the Lender. Covenants on Monterey's derivatives facility limit the commodity derivatives contracts entered into by the Corporation to a maximum of 60% of Monterey's annualized before royalties production as reported in the most recently completed calendar quarter and that the term of any commodity contract will not exceed a period of two years.

Under the Facility interest rates on: (i) Canadian and US dollar prime based borrowing will be at the applicable Lender's prime lending rate plus 1.25%; (ii) on the issue of guaranteed notes or LIBOR borrowing Monterey will pay the base rate plus a stamping fee of 2.5% per annum; and a fee equal to 1.25% per annum, payable at issue, on letters of credit/guarantee. Monterey borrowings in excess of $40.5 million will incur interest at an additional 1% per annum. Monterey also pays a monthly stand-by fee on the average unused portion of the Facility at a rate of 0.35% per annum.

The Lender has the right to demand repayment of all borrowings at any time without notice or terminate the availability of the unused portion of the Facility five business days after serving notice to the Corporation. Monterey has the right to draw against the Facility, repay amounts borrowed or convert the type of borrowings subject to providing same day notice for borrowings less than $5.0 million and one business day notice for borrowings of $5.0 million or more.

The Facility is guaranteed by a Monterey general security agreement providing a floating charge on all the Corporation's lands and a security interest over all present and subsequently acquired personal property. Monterey is obligated to meet certain covenants including providing certain financial and engineering information in a timely manner; however, Monterey is not required to meet any specific numerical financial covenants, such as a debt to equity ratio or minimum working capital or liquidity amounts. The next review of the Facility will be completed prior to June 2010.

Upon maturity of certain borrowings in the form of guaranteed notes in March 2010, the Corporation will pay the Lender $0.3 million in respect of stamping fee adjustments.

6. ASSET RETIREMENT OBLIGATIONS

Monterey's asset retirement obligation results from net ownership interests in oil and natural gas properties including well sites, gathering systems, compression and processing facilities. The Corporation estimates that at September 30, 2009 the total undiscounted amount of cash flows required to settle its asset retirement obligations is approximately $8.0 million (inflation adjusted). The timing for settlement of these obligations is based on the economic lives of the underlying assets. The majority of the costs associated with the asset retirement obligations are anticipated to be incurred between the next 15 to 20 years. Monterey used a credit-adjusted risk-free rate of 8.75% and an inflation rate of 2% to calculate the fair value of the asset retirement obligations.



The changes in the asset retirement obligation for the three and nine months
ended September 30, 2009, are as follows:

Three months ended Nine months ended
($000's) Sept 30, 2009 Sept 30, 2009
----------------------------------------------------------------------------

Balance, beginning of period $ 4,439 $ 4,471

Liabilities incurred and acquired - 10
Liabilities disposed - (10)
Accretion expense 179 553
Liabilities settled (8) (414)
----------------------------------------------------------------------------

Balance, end of period $ 4,610 $ 4,610
----------------------------------------------------------------------------
----------------------------------------------------------------------------


7. SHARE CAPITAL

a) Authorized

Monterey is authorized to issue an unlimited number of common shares and unlimited number of non-voting common shares.



b) Issued

Common shares Number ($000's)
----------------------------------------------------------------------------

Share capital, September 30, 2009 and December
31, 2008 32,902,500 $ 92,944
----------------------------------------------------------------------------
----------------------------------------------------------------------------


On October 1, 2009 Monterey issued 8,100,000 shares as a result of an equity offering, for additional details on the issuance, see Note 13. The October 1, 2009 issue will increase the number of common shares outstanding to 41,002,500 shares.

c) Stock options

Monterey has established a stock option plan whereby employees, management, directors and consultants may be granted options to purchase common shares. Options granted vest in equal amounts annually over a three-year period and expire five years from the date of grant. The stock options outstanding may not exceed 10% of the outstanding common shares.

From time to time, Monterey will impose a Black-out Period on employees, management, directors and consultants that hold stock options granted by Monterey which prohibits the exercise of stock options prior to the public dissemination of material information concerning the Corporation.

During the second quarter, Monterey's shareholders approved certain amendments to the Corporation's stock option plan. The key amendments approved by Monterey's shareholders include: i) extension of the expiry date of stock options which would otherwise expire within any "Black-out Period" by 10 business days from the date that the Black-out Period ends, ii) provide the stock option grantee with the right to request, approval of the request at the sole discretion of the Corporation, to settle exercised stock options in exchange for a cash payment equal to the number of common shares that would be otherwise issued multiplied by the difference between the current market price of Monterey's common shares and the stock option exercise price, iii) in the event the Corporation sells or merges all or substantially all of the property or assets of Monterey to another party, this party shall be required to assume the obligations of stock option grants previously granted under the stock option plan, iv) Monterey's board of directors may make certain changes to the Corporation's stock option plan without shareholder approval, provided that the stock option plan may not be amended without shareholder approval in the case of increases in the percentage of the common shares issuable on the exercise of stock option grants in excess of 10 percent of the issued and outstanding common shares of Monterey, extend the expiry date of any outstanding stock option held by insiders, permit an optionholder to transfer or assign stock options to a new beneficial holder, increase the number of common shares that may be granted to insiders in excess of existing restrictions under the stock option plan or to amend the amending or discontinuance provisions of the stock option plan.

During the nine months ended September 30, 2009 the Corporation did not grant any stock options to acquire common shares. In addition, no stock options were exercised resulting in the issue of common shares, and no stock options expired or were cancelled.

The following table provides a summary of the outstanding stock options as at September 30, 2009:



Weighted
average
exercise price
Number ($ per share)
----------------------------------------------------------------------------
Outstanding, September 30, 2009 and December 31,
2008 3,135,666 $2.12
----------------------------------------------------------------------------

The following table summarizes the stock options outstanding and
exercisable under the stock option plan at September 30, 2009:

Options outstanding Options exercisable
----------------------------------------------------------------------------
Number Weighted Number
outstanding average Weighted exercisable Weighted
Range of at remaining average at average
exercise Sept 30, contractual exercise Sept 30, exercise
prices 2009 life price 2009 price
----------------------------------------------------------------------------

$0.55 535,000 4.2 $0.55 - $0.55
$ 2.00 - $2.90 2,479,666 2.4 $2.39 1,681,002 $2.36
$3.49 121,000 2.3 $3.49 80,667 $3.49
----------------------------------------------------------------------------
3,135,666 2.7 $2.12 1,761,669 $2.41
----------------------------------------------------------------------------
----------------------------------------------------------------------------


d) Stock-based compensation

The Corporation uses the fair value based method for the determination of the stock-based compensation costs. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model.

e) Contributed surplus

The following table reconciles the contributed surplus at September 30, 2009:



($000's)
----------------------------------------------------------------------------
Balance, December 31, 2008 $ 3,678
Stock-based compensation recognized during 2009 381
----------------------------------------------------------------------------
Balance, September 30, 2009 $ 4,059
----------------------------------------------------------------------------
----------------------------------------------------------------------------


f) Per share amounts

For the three and nine months ended September 30, 2009 there was 32,902,500 basic and 33,191,051 diluted weighted average shares outstanding. For the three months ended September 30, 2008 there was 27,818,345 basic and diluted weighted average shares outstanding. For the nine months ended September 30, 2008 there was 26,001,109 basic and diluted weighted average shares outstanding.

8. CAPITAL DISCLOSURES

Monterey's objectives for managing its capital consist of:

a. Providing an adequate level of return to shareholders of the Corporation, relative to the risk of Monterey's assets.

b. Preserving a strong balance sheet with sufficient capital from shareholders to develop existing and prospective assets.

Monterey's main objective is to build a profitable growing energy corporation. As such, the Corporation's primary capital management objective is to promote investor, lender and stakeholder confidence that Monterey is able to meet its obligations and will continue to carry on its business.

Monterey manages its capital structure by issuing new equity or debt, adjusting planned capital spending, or through the sale of assets to reduce debt. Processes primarily utilized to effectively manage capital include ongoing calculation of certain key financial benchmarks such as total liabilities to equity ratio, that net debt is less than funding available under the Facility and net debt (as described under Liquidity risk in Note 3) to forward cash flow (also described under Liquidity risk in Note 3) ratio, and comparing the Corporation's benchmarks figures against: (i) accepted prudent financial management benchmarks; (ii) the benchmark figures of similar sized publicly listed entities operating in the Canadian upstream oil and gas industry; and (iii) the anticipated business environment, opportunities and the operations of the Corporation. In addition to the key financial ratios Monterey will also periodically review other measures such as net asset value, funds flow from operations per share and debt adjusted funds flow from operations per share to provide additional indications that the Corporation's capital structure supports investor, lender and stakeholder confidence.

As at September 30, 2009, Monterey's benchmark figures of total liability to equity ratio was 0.46 and the net debt of $32.2 million was less than the $45 million in funding available under the Facility, and both of these measures meet the Corporation's management control limits. However Monterey's net debt to forward cash flow ratio exceeded the control limit of 2.5

Low natural gas prices during the three month period ending September 30, 2009 resulting from the record levels of North American natural gas in storage due to a combination of industrial user demand reductions associated with the current global recession, lower level of cooling demand due to the relatively benign North American summer in 2009 and the absence of recent severe weather events that cause natural gas production or delivery outages. The combined result of these factors has meant that Monterey's net debt to forward cash ratio objective of 2.5 is not reasonably attainable at this time. The Corporation has and will continue to take various actions to reduce Monterey's net debt. Recent indications of a recovery in the overall economy could lead to more desirable natural gas prices and potentially an improvement in the Corporation's net debt to forward cash flow ratio.

Actions taken during 2009 by Monterey's management to reduce net debt and meet the capital management objectives discussed above include: disposition of non-core oil and gas properties for net proceeds of $8.8 million, renewal of the Facility to eliminate the risks in respect of the cost and the amount of bank debt borrowing available to the Corporation, and subsequent to September 30, 2009 and as disclosed in Note 13, Monterey completed the issuance of equity for net proceeds of $15.1 million and the forward sale of production.

9. INCOME TAXES

The provision for income tax differs from the result that would be obtained by applying the applicable statutory federal and provincial income tax rates to net earnings before income taxes. This difference results from the following items for the nine months ended September 30, 2009 and September 30, 2008:



($000's) 2009 2008
----------------------------------------------------------------------------
Earnings (loss) before income taxes $ (14,468) $ 1,305

Combined federal and provincial statutory tax rate 29.30% 30.22%
----------------------------------------------------------------------------

Expected income tax recovery (expense) (4,239) 394

Increase (decrease) resulting from the tax effect of:
Stock-based compensation expense 73 90
Other 2 3
Effect of change in enacted income tax rate 410 10
Change in valuation allowance 3,754 (2,205)
----------------------------------------------------------------------------

Income tax recovery $ - $ (1,708)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The components of the Corporation's future income tax assets and
liabilities, as at September 30, 2009 and December 31, 2008 are as follows:

($000's) 2009 2008
----------------------------------------------------------------------------
Future income tax assets:
Property and equipment $ 3,971 $ -
Share issue costs 288 416
Non-capital losses 14,803 15,966
Asset retirement obligation 1,163 1,148
Valuation allowance (20,225) (16,471)
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- 1,059
Future income tax liability:
Property and equipment - (1,059)
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Net future income tax asset $ - $ -
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At September 30, 2009, subject to confirmation by income tax authorities, Monterey has approximately $192,851,000 of income tax deductions, including non-capital losses of approximately $54,119,000, available for application against future taxable income. The benefit of which has not been included in these financial statements.



The Corporation's non-capital losses, if not utilized, expire as
follows:
($000's)
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2009 $ 9,150
2010 15,986
2011 28,318
2012 665
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Non-capital losses available $ 54,119
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10. SUPPLEMENTAL CASH FLOW INFORMATION

a) Change in non-cash working capital items:

Three months Three months Nine months Nine months
ended ended ended ended
($000's) Sept 30, 2009 Sept 30, 2008 Sept 30, 2009 Sept 30, 2008
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Change in non-cash
working capital:
Accounts
receivable $ 611 $ 122 $ 3,787 $ 1,143
Prepaid expenses
and deposits 304 330 (125) (887)
Accounts payable 185 1,320 (4,045) 3,951
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$1,100 $1,772 $ (383) $ 4,207
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Changes in non-cash
working capital
related to:
Operating activities $ 251 $ (394) $ 742 $ (241)
Financing activities - 26 - 26
Investing activities 849 2,140 (1,125) 4,422
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$1,100 $1,772 $ (383) $ 4,207
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b) Supplementary cash flow information:

Three months Three months Nine months Nine months
ended ended ended ended
($000's) Sept 30, 2009 Sept 30, 2008 Sept 30, 2009 Sept 30, 2008
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Cash interest paid $ 87 $ 159 $ 667 $ 561
Cash taxes paid - - - -
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11. COMMITMENT

Monterey is committed to future payments under an operating lease for head office space and parking facilities totaling approximately $1.8 million until October 30, 2014. Of this total, Monterey is committed to equal monthly payments totaling $88,000 over the remainder of 2009, $350,000 for each of the years from 2010 to 2013, and $292,000 in 2014.

12. RELATED PARTY TRANSACTIONS

a) Legal services

A director of Monterey is a partner at a law firm that provides legal services to the Corporation. During the nine months ended September 30, 2009, the Corporation incurred approximately $56,000 in legal services and disbursements associated with this related party. At September 30, 2009 the Corporation's accounts payable include an accrual of $5,000 for amounts owed to the law firm for legal fees and disbursements which have not yet been billed.

b) Transactions with shareholder

During the nine months ended September 30, 2009, the Corporation had transactions totaling approximately $140,000 with an entity that holds approximately 24% of the outstanding common shares of Monterey. The transactions primarily consisted of Monterey's participation in the joint exploration, development and production of petroleum and natural gas properties. All transactions were completed on an arm's length basis consistent with normal industry terms. The value of the transactions between Monterey and the related party were recorded at the carrying amount, which approximated their fair value. At September 30, 2009, Monterey's records include $4,000 in accounts receivable with this shareholder.

c) Common management and directors

Certain directors of Monterey are also the directors or management of other entities that participate in joint operations with the Corporation. Transactions with these related parties are on terms that are consistent with parties dealing at arm's length. For the nine months ended September 30, 2009, the aggregate value of transactions entered into between Monterey and these entities was approximately $1,411,000. At September 30, 2009 Monterey's records include outstanding payables owed to the related parties of $6,000 and accounts receivables due to Monterey of approximately $71,000.

13. SUBSEQUENT EVENTS

On October 1, 2009, the Corporation completed the issuance of 5,450,000 common shares at a price of $1.85 per common share and 2,650,000 common shares on a "flow-through" basis at a price of $2.28 per flow-through common share. Total proceeds from the issuance of approximately $15.1 million after the deduction of underwriters' fees as well as associated share issue costs will be used to finance Monterey's capital expenditure program. As a result of the flow-through share issuance, Monterey is required to renounce approximately $6.0 million of Canadian Exploration Expense ("CEE") on or before December 31, 2009 and incur a similar amount of CEE on or before December 31, 2010.

On October 6, 2009, Monterey entered into a financial commodity price risk management contract with the Lender. Under the terms of the contract, Monterey has agreed to market 2,000 gigajoules of natural gas per day at a price of $5.07 per gigajoule for the period from November 1, 2009 to December 31, 2009.

Contact Information

  • Monterey Exploration Ltd.
    Patrick D. Manuel, P.Eng.
    President and Chief Executive Officer
    (403) 691-7725
    or
    Monterey Exploration Ltd.
    David M. Fisher, C.A.
    Vice President, Finance & Chief Financial Officer
    (403) 691-7725