CADILLAC VENTURES INC.

– MANAGEMENT’S DISCUSSION AND ANALYSIS

Third Quarter ended February 28, 2007

Introduction

This is the management discussion and analysis (“MD&A”) of results, operations and
financial condition of Cadillac Ventures Inc. (“Cadillac”) (formerly Blue Power Energy
Corporation) the operating and financial results of the Company for the third quarter
ended February 28, 2007. The MD&A supplements, but does not form part of the
consolidated financial statements of the Company, and should be read in conjunction
with Cadillac’s consolidated financial statements and related notes for the second
quarter ended November 30, 2006, as well as the results of fiscal years 2006 and 2005.
The Company prepares and files its consolidated financial statements in accordance
with Canadian generally accepted accounting principles (“GAAP”). The currency
referred to in this document is the Canadian Dollar.

Overview of Third Quarter

In the third quarter the Company was successful in several fundraising initiatives, and
benefited from the exercise of all the warrants which expired Dec 30, 2006. The
financings which were closed in December 2006 resulted in the receipt of $1,029,750 in
total, with $651,250 of this amount being flow through funds, which the Company intends
to spend on eligible exploration expenditures. Additionally, the Company received
$84,700 through the exercise of warrants.
During the third quarter the Company completed the comprehensive IP survey
undertaken on the New Alger property, and received preliminary data resultant from this
survey. In conjunction with consultants the Company began the process of prioritizing
exploration targets, these plans will be finalized once the Company receives all of the
information resultant from this survey, specifically outstanding presently is the inversion
of the IP survey report.

Additional Information

Additional information relating to the Corporation is available on the Internet at the

SEDAR website at www.sedar.com .

1.1 Date of MD&A

This MD&A was prepared on April 25, 2007.

1.2 Overall Performance

The Company incurred net income in the third quarter of $115,190 as opposed to net
income of $43,303 for the same period in fiscal 2006. The increase in net income of
$71,887 for the third quarter of fiscal 2007 over the same period a year ago resulted
from an increase in future tax recovery of $226,224 combined with an increase in
expenses of $154,337. both reflecting the increased fundraising activities of the
Company. The expenses incurred by the Company are detailed under Operations in
Section 1.15. The Company has experienced this increase in expenses at the same time
that the Company has raised further funds for the operations of the Company as
described in the Overview of the third quarter above. The Company expects that the
ongoing expenses of the Company will continue at these levels, and/or increase as the
activity level of the Company increases. The Company intends to continue to raise
equity funds in order to meet these expenses. If the Company is unable to raise these
funds on an ongoing basis then the ability of the Company to continue its business could
be affected.

1.3 Selected Annual Information

Not applicable to quarterly MD&A

1.4 Results of Operations

2006 Financing Activities

Date Amount Stated Use of Proceeds Actual Use of Proceeds

Raised
Dec $651,250 flow Eligible Exploration Expenses Not yet spent
2006 through
Dec $378,500 Working Capital Requirements As stated
2006

Third Quarter Project Activity Summary

The only mineral property held by the Company during the period was the wholly owned
New Alger Project. The Company intends to identify the potential of this property and
bring the information available on this project up to the 43-101 level. In order to do this
the Company has continued an exploration program which commenced in the second
quarter with local surveys completed and an IP survey initiated, in the third quarter this
survey was completed, at the end of the period the Company was still awaiting delivery
of final reports.

1.5 Summary of Quarterly Results

Third Second First Fourth

Quarter Quarter Quarter Quarter
Feb Nov Aug May
28/07 30/06 31/06 31/06

Interest and other income 0 0 0 0

Income or Loss (Before Discontinued

Operations and Extraordinary Items) 115,190 (104,562) (45,996) (48,432)
Income or Loss\per Share Basic (Note 1) 0.01 (0.01) 0.00 0.00
Income or Loss\per Share Diluted (Note 1) 0.01 (0.01) 0.00 0.00
 Income or Loss (Total) 115,190 (104,562) (45,996) (48,432)
Income or Loss\per Share Basic (Note 1) (0.01) (0.01) 0.00 0.00
Income or Loss\per Share Diluted (Note 1) (0.01) (0.01) 0.00 0.00
Note 1 - Earnings per share reflects a 1 for 5 common share consolidation that
occurred during the year ended May 31, 2006.
Third Second First Fourth
Quarter Quarter Quarter Quarter
Feb Nov Aug May
28/06 30/05 31/05 31/05

Interest and other income 0 0 0 2,446

Income or Loss (Before Discontinued

Operations and Extraordinary Items) 43,303 (18,119) (13,753) (19,443)
Income or Loss\per Share Basic (Note 1) 0.00 0.00 0.00 0.00
Income or Loss\per Share Diluted (Note 1) 0.00 0.00 0.00 0.00

Income or Loss (Total) 43,303 (18,119) (13,753) (19,443)

Income or Loss\per Share Basic (Note 1) 0.00 0.00 0.00 0.00
Income or Loss\per Share Diluted (Note 1) 0.00 0.00 0.00 0.00
Note 1 - Earnings per share reflects a 1 for 5 common share consolidation that
occurred during the year ended May 31, 2006. Comparative earnings per share for
2005 have been restated accordingly.

In the third quarter of 2007 there is net income to the Company of $115,190 as a result
of the accounting for the future income tax recovery of $287,244 in conjunction with the
renouncement of flow through exploration charges. The timing of this renouncement is
approximately February of each year. Renouncements occur each year there is flow
through money raised and renounced to investors in order to create a flow through tax
credit for flow through investors. In the third quarter of 2007 the heightened level of
expenses trend which began in the fourth quarter of 2006 continues. The losses have
increased over the relatively stable loss level seen in prior quarters due to the increases
seen in expenses as discussed elsewhere in this document. Increased expenses in the
third quarter include $85,000 in stock based compensation as against $nil in the first
two quarters. This arises from the awarding of incentive stock options to directors and
consultants of the Company on December 4, 2006 The increase in expenses of
$154,337 in the third quarter of 2007 as against the third quarter of 2006 is due primarily
to and increase in Accounting and Corporate Services of $2,460 an increase in Legal
and Audit fees of $9,137 an increase Management fees of $42,500, an increase in
stock-based compensation of $85,000, an increase in flow-through taxes of $7,752 and
an increase in Shareholder Relations costs of $8,597. These cost increases are all
reflective of the increase in exploration and financing activities during the year.

1.6 Liquidity

Cadillac Ventures Inc. had a cash balance of $877,754 at February 28, 2007, compared
with a cash balance of $152,663 at February 28, 2006 and $123,717 at May 31, 2006.
At February 28, 2007 the Company also held mineral property assets with a cost value
of $541,496 compared with a $nil balance at February 28, 2006 and $277,842 at May
31, 2006. These are included in total assets of $1,482,075 at February 28, 2007,
$161,570 at February 28, 2006 and $411,914 at May 31, 2006 These amounts are a
direct reflection of the financing activities undertaken by the Company and the
acquisition of the Company’s wholly owned subsidiary which holds the New Alger
Property. Against this positive cash balance and asset base the Company has liabilities
which total $42,386 at February 28, 2007. $40,513 at February 28, 2006 and $91,977 at
May 31, 2006. These are comprised of various professional fees and costs associated
with the re-organization, consolidation and requisite filings incurred in conjunction with
the newly active status of the Company.

The Company is continuing its efforts to raise funds for future developments and
operations and to meet its ongoing obligations as they arise. There is however, no
assurance that the Company will be successful in its efforts, in which case, the Company
may not be able to meet its obligations. The consolidated financial statements have
been prepared on a going concern basis as discussed in Note 1 of the February 28,
2007 consolidated financial statements.

Should the Company be unable to realize on its assets and discharge its liabilities in the
normal course of business, the net realizable value of its assets may be materially less
than the amounts recorded on the consolidated balance sheet.

1.7 Capital Resources

At May 30, 2006 the Company had the following capital requirements under existing
arrangements.
a) Accounts payable in the normal course of business.

1.8 Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements

1.9 Transactions With Related Parties

The Company has the following transactions with related parties during the nine months
ended February 28, 2007

The Company was previously paying $2,000 per month to Harper Capital Inc. ("Harper") (a
company owned by the spouse of the former promoter of the Company) for managing and
supervising the Company's activities. Since August 2005, the Company has no longer required
Harper's services. During the nine months ended February 28, 2006 the Company was charged
the sum of $6,000 as management fees for services provided by Harper.

As at February 28, 2007, pursuant to the financing disclosed in Note 4(b)(1) of the Consolidated
Financial Statements for the three and nine months ended February 28, 2007, the following
related parties of the Company participated in the private placement by purchasing offered units:
Nominex Ltd. (of which Neil Novak, a director of the Company, is the President) - 62,500 units;
Nicole Brewster, the Secretary and a director of the Company - 62,500 units; Jim Voisin, the
President and a director of the Company - 62,500 units; and Norm Brewster, an insider of the
Company - 250,000 units.

The Company has paid Billiken Management Services Inc., a private company, in which partial
ownership is held by a spouse of one of the directors of the Company, to manage the New Alger
Property. This company charges a fee of 10% of expenses incurred on behalf of the Company.
The fee totaled $3,089 (2006 - $nil) for the nine months ended February 28, 2007.

For the nine months ended February 28, 2007, management and consulting fees for directors,
officers and insiders of the Company were paid or accrued for an aggregate total of $142,600.
Management fees were paid or accrued as follows: Jim Voisin, the President and a director of the
Company - $31,000; and Nicole Brewster, the Secretary and a director of the Company -
$21,600. Consulting fees were paid or accrued as follows: Norm Brewster - $90,000.

These transactions have been measured at the exchange amount

1.10 Fourth Quarter

Not applicable to interim MD&A.

1.11 Proposed Transactions

The Company presently has no planned or proposed business or asset acquisitions or

dispositions.

1.12 Critical Accounting Estimates

Cadillac did not rely on any critical accounting estimates in the most fiscal year.

1.13 Changes in Accounting Policies Including Initial Adoption

There have been no changes in accounting policies in fiscal 2006.

1.14 Financial Instruments and Other Instruments

The Company’s current financial instruments consist of cash and cash equivalents,
accounts receivable, accounts payable and accrued liabilities. The carrying values
approximate the fair values of these financial instruments due to the short-term maturity
of these items.

1.15 Other MD&A Requirements

Additional Disclosure for Venture Issuers without Significant Revenue

Exploration

Capitalized Costs - Mineral Properties

Cumulative Since
Balance Balance Balance Inception of the
Development
At At At Stage
New Alger Propery 28-Feb-07 31-May-06 28-Feb-06 (April 28, 2006)
Acquisition cost 75,000 75,000 0 75,000
Assays 202 0 0 202
Claim maintenance 13,129 0 0 13,129
IP Surveys 136,722 0 0 136,722
Geological 75,000 0 0 75,000
Consulting 1,658 0 0 1,658
Line Cutting 30,690 0 0 30,690
Taxes 10,686 10,686 0 10,686
Goodwill 183,419 183,419 0 183,419
Management fees 3,089 0 0 3,089
Other 14,337 11,173 0 14,337
------------------- ------------------- ------------------- ------------------------
543,932 280,278 0 543,932
Less Quebec refundable tax
credits
and mining duty refunds. (2,436) (2,436) 0 (2,436)
------------------- ------------------- ------------------- ------------------------
541,496 277,842 0 541,496
=========== =========== =========== ==============

Third Third Year

Operations Quarter Quarter Ended
31-May-
28-Feb-07 28-Feb-06 06

Expenses
Accounting and Corporate Services 11,060 8,600 29,445
Consulting fees 0 0
Legal and audit 12,570 3,433 17,986
Management fees 42,500 0 6,892
Stock based compensation 85,000 0
Office and general 1,933 3,042 3,918
Flow-through tax expense 7,752
Shareholder relations 11,239 2,642 39,983
--------------- --------------- -------------
Net loss before the following 172,054 17,717 98,224
Less: interest and other income 0 0 0
Less: future income tax recovery (287,244) (61,020) (61,223)
--------------- --------------- -------------
(Income) or loss for the period (115,190) (43,303) 37,001
========= ========= =======
Disclosure of Outstanding Share Data

Outstanding Share Data

Common
Common Share
Common Shares and Common Share Warrants Shares Warrants

Issued and Outstanding at November 30, 2006 17,126,780 2,127,498

Private Placement – Dec. 5 and 8, 2006 *(Note 4b(3)) 2,523,331 2,523,331

- -
Flow Through Private Placement – Dec.29, 2006 *(Note 4b(4)) 1,860,714 1,860,714

Issued pursuant to warrant exercise – *(Note 4b(5)) 564,665 (564,998)

Issued and Outstanding at Feb 28, 2007 22,075,490 5,946,545

* Refer to Notes to the Consolidated Financial Statements for the Three and Nine
Months Ended February 28, 2007.

RISKS AND UNCERTAINTIES

Additional Funding Requirements

The Company is reliant upon additional equity financing in order to continue its’ business
and operations, as the Company is in the business of mineral exploration and at present
does not derive any income from any of it’s mineral assets. There is no guarantee that
future sources of funding will be available to the Company. If the Company is not able to
raise additional equity funding in the future the Company will be unable to carry out its’
business in the future.

Commodity Price Volatility

The price of various commodities which the Company is exploring for can fluctuate
drastically, and is beyond the Company’s control. The Company is specifically
concerned with the price Gold, a commodity which fluctuates daily. While the Company
would benefit from an increase in the value of this metal, the Company could be
adversely affected by a decrease in the value of this metal.

Title to Mineral Properties

Acquisition of title to mineral properties is a very detailed and time-consuming process.

Title to, and the area of, mineral properties may be disputed or impugned. Although the
Company has investigated its title to the mineral properties for which it holds
concessions or mineral leases or licenses, there can be no assurance that the Company
has valid title to such mineral properties or that its title thereto will not be challenged or
impugned. For example, mineral properties sometimes contain claims or transfer
histories that examiners cannot verify; and transfers under foreign law often are
complex. The Company does not carry title insurance with respect to its mineral
properties. A successful claim that the Company does not have title to a mineral property
could cause the Company to lose its rights to mine that property, perhaps without
compensation for its prior expenditures relating to the property.

Mineral Exploration

Mineral exploration involves a high degree of risk. Few properties that are explored are
ultimately developed into producing mines. Unusual or unexpected formations, formation
pressures, fires, power outages, labour disruptions, flooding, explosions, tailings
impoundment failures, cave-ins, landslides and the inability to obtain adequate
machinery, equipment or labour are some of the risks involved in mineral exploration
and exploitation activities. The Company has relied on and may continue to rely on
consultants and others for mineral exploration and exploitation expertise. Substantial
expenditures are required to establish mineral reserves and resources through drilling, to
develop metallurgical processes to extract the metal from the ore and, in the case of
some properties, to develop the mining and processing facilities and infrastructure at any
site chosen for mining, or to upgrade existing infrastructure. There can be no assurance
that the funds required to exploit any mineral reserves and resources discovered by the
Company will be obtained on a timely basis or at all. The economics of exploiting mineral
reserves and resources discovered by the Company are affected by many factors, many
outside the control of the Company, including the cost of operations, variations in the
grade of ore mined and metals recovered, price fluctuations in the metal markets, costs
of processing equipment, and other factors such as government regulations, including
regulations relating to royalties, allowable production, importing and exporting of
minerals and environmental protection. There can be no assurance that the Company’s
mineral exploration and exploitation activities will be successful.

Country Risk

The Company could be at risk regarding any political developments in the Country in
which it operates. At present the Company is only active in the Province of Quebec,
Canada.

Uninsurable Risks

Mineral exploration activities involve numerous risks, including unexpected or unusual

geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and
other environmental occurrences and political and social instability. It is not always
possible to obtain insurance against all such risks and the Company may decide not to
insure against certain risks as a result of high premiums or other reasons. Should such
liabilities arise, they could negatively affect the Company’s profitability and financial
position and the value of the common shares of the Company. The Company does not
maintain insurance against environmental risks.

Environmental Regulation and Liability

The Company’s activities are subject to laws and regulations controlling not only mineral
exploration and exploitation activities themselves but also the possible effects of such
activities upon the environment. Environmental legislation may change and make the
mining and processing of ore uneconomic or result in significant environmental or
reclamation costs. Environmental legislation provides for restrictions and prohibitions on
spills, releases or emissions of various substances produced in association with certain
mineral exploitation activities, such as seepage from tailings disposal areas that could
result in environmental pollution. A breach of environmental legislation may result in the
imposition of fines and penalties or the suspension or closure of operations. In addition,
certain types of operations require the submission of environmental impact statements
and approval thereof by government authorities.

Environmental legislation is evolving in a manner which may mean stricter standards

and enforcement, increased fines and penalties for non-compliance, more stringent
environmental assessments of proposed projects and a heightened degree of
responsibility for companies and their directors, officers and employees. Permits from a
variety of regulatory authorities are required for many aspects of mineral exploitation
activities, including closure and reclamation. Future environmental legislation could
cause additional expense, capital expenditures, restrictions, liabilities and delays in the
development of the Company’s properties, the extent of which cannot be predicted. In
the context of environmental permits, including the approval of closure and reclamation
plans, the Company must comply with standards and laws and regulations which may
entail costs and delays depending on the nature of the activity to be permitted and how
stringently the regulations are implemented by the permitting authority. The Company
does not maintain environmental liability insurance.

Regulations and Permits

The Company’s activities are subject to wide variety of laws and regulations governing
health and worker safety, employment standards, waste disposal, protection of the
environment, protection of historic and archaeological sites, mine development and
protection of endangered and protected species and other matters. The Company is
required to have a wide variety of permits from governmental and regulatory authorities
to carry out its activities. These permits relate to virtually every aspect of the Company’s
exploration and exploitation activities. Changes in these laws and regulations or changes
in their enforcement or interpretation could result in changes in legal requirements or in
the terms of the Company’s permits that could have a significant adverse impact on the
Company’s existing or future operations or projects. Obtaining permits can be a
complex, time-consuming process. There can be no assurance that the Company will be
able to obtain the necessary permits on acceptable terms, in a timely manner or at all.
The costs and delays associated with obtaining permits and complying with these
permits and applicable laws and regulations could stop or materially delay or restrict the
Company from continuing or proceeding with existing or future operations or projects.
Any failure to comply with permits and applicable laws and regulations, even if
inadvertent, could result in the interruption or closure of operations or material fines,
penalties or other liabilities.
Potential Dilution

The issue of common shares of the Company upon the exercise of the options and
warrants will dilute the ownership interest of the Company’s current shareholders. The
Company may also issue additional option and warrants or additional common shares
from time to time in the future. If it does so, the ownership interest of the Company’s
then current shareholders could also be diluted.