CADILLAC VENTURES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS

TO BE HELD ON OCTOBER 4, 2007

AND

MANAGEMENT INFORMATION CIRCULAR

AND PROXY STATEMENT

August 24, 2007

MBDOCS_3616708.4
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS............................................ 1
SOLICITATION OF PROXIES ................................................................................................................... 2
EXERCISE OF DISCRETION BY PROXIES ............................................................................................ 2
APPOINTMENT AND REVOCATION OF PROXIES .............................................................................. 2
ADVICE TO BENEFICIAL HOLDERS OF SECURITIES........................................................................ 3
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF .......................................................... 4
STATEMENT OF EXECUTIVE COMPENSATION ................................................................................. 4
Long-Term Incentive Plan ............................................................................................................................ 6
Option/SAR Grants....................................................................................................................................... 6
The following table sets forth particulars of individual grants of options to each of the Named Executive
Officers granted by the Corporation during the financial year ended May 31, 2007: .................................. 6
Aggregated Option/SAR Exercises and Year-End Option/SAR Values ...................................................... 6
Option Repricing........................................................................................................................................... 7
Termination of Employment, Change in Responsibilities and Employment Contract ................................. 7
Compensation of Directors ........................................................................................................................... 7
CORPORATE GOVERNANCE PRACTICES............................................................................................ 8
Disclosure of Corporate Governance Practices ............................................................................................ 8
AUDIT COMMITTEE DISCLOSURE........................................................................................................ 9
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ..................................................... 11
MANAGEMENT CONTRACTS ............................................................................................................... 11
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ......................................... 12
The June 2006 Offering .............................................................................................................................. 12
The December 2006 Offering ..................................................................................................................... 12
INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON....... 13
PARTICULARS OF MATTERS TO BE ACTED UPON ......................................................................... 13
Receipt of Financial Statements.................................................................................................................. 13
Election of Directors ................................................................................................................................... 13
Special Business – Ratification of Share Option Plan ................................................................................ 15
INDICATION OF DIRECTORS AND EXECUTIVE OFFICERS ........................................................... 17
OTHER BUSINESS ................................................................................................................................... 17
ADDITIONAL INFORMATION............................................................................................................... 17
APPROVAL ............................................................................................................................................... 17

APPENDICES

APPENDIX A SHARE OPTION PLAN RESOLUTION

APPENDIX B SHARE OPTION PLAN
APPENDIX C AUDIT COMMITTEE TERMS OF REFERENCE
APPENDIX D DIRECTORSHIPS IN OTHER PUBLIC ISSUERS

MBDOCS_3616708.4 (i)
 CADILLAC VENTURES INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting of the shareholders (the “Meeting”) of Cadillac
Ventures Inc. (the “Corporation”) will be held on Thursday, October 4, 2007, at the hour of 10:00 a.m., Toronto
time, at 15 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2E3 for the following purposes:

(1) to receive the audited consolidated financial statements of the Corporation for the year ended
May 31, 2007 together with the report of the auditors thereon;

(2) to elect directors;

(3) to appoint auditors and to authorize the directors to fix their remuneration;

(4) to consider and, if thought appropriate, to pass an ordinary resolution ratifying and confirming the
Corporation’s “rolling” share option plan which provides that the maximum number of common
shares that may be reserved and set aside for issuance under the share option plan shall not exceed
10% of the aggregate number of common shares outstanding; and

(5) to transact such further and other business as may properly come before the Meeting or any
adjournment or adjournments thereof.

Reference is made to the attached Management Information Circular and Proxy Statement (the “Circular”), which
describes the matters referred to in items (2) to (4) and includes the text of the resolution regarding the ratification
and confirmation of the Corporation’s stock option plan.

Only holders of common shares of record on August 24, 2007 are entitled to notice of and to vote at the Meeting.
To the extent any such shareholder transfers the ownership of any of his/her/its shares after that date and the
transferee of those shares establishes that he/she/it owns such shares and demands not later than 10 days before the
Meeting that his/her/its name be included in the shareholders’ list, such transferee will be entitled to vote such shares
at the Meeting.

A copy of the Circular and form of proxy accompany this notice.

As a substantial representation of the shareholders is desired, if you are not able to be present at the Meeting kindly
date, sign and return the form of proxy accompanying this notice in the envelope provided for that purpose.

DATED at Toronto, Ontario this 24th day of

August, 2007.

By Order of the Board of Directors,

“Jim Voisin”
Jim Voisin
President

MBDOCS_3616708.4 1
 CADILLAC VENTURES INC.
360 Bay Street, Suite 500, Toronto, Ontario, Canada M5H 2V6

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

SOLICITATION OF PROXIES

This Management Information Circular and Proxy Statement (the “Circular”) is furnished in connection with the
solicitation of proxies by the management (the “Management”) of Cadillac Ventures Inc. (the “Corporation”) for
use at the Annual and Special Meeting of shareholders of the Corporation (the “Meeting”) to be held at the time and
place and for the purposes set forth in the attached Notice of Annual and Special Meeting of Shareholders (the
“Notice”). It is anticipated that the solicitation will be by mail primarily, but proxies may also be solicited
personally or by telephone, facsimile or electronically by the directors, officers and regular employees of the
Corporation. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities
Administrators, arrangements have been made with brokerage houses and other intermediaries, clearing agencies,
custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of common shares.
All costs of solicitation will be borne by the Corporation. The information contained herein is given as of August
24, 2007 unless indicated otherwise.

The form of proxy forwarded to shareholders of the Corporation with the Notice confers discretionary authority
upon the proxy nominees with respect to amendments or variations of matters identified in the Notice or other
matters that may properly come before the Meeting.

EXERCISE OF DISCRETION BY PROXIES

Shares represented by properly executed proxies in favour of persons designated in the printed portion of the
enclosed form of proxy WILL BE VOTED FOR EACH OF THE MATTERS TO BE VOTED ON BY
SHAREHOLDERS AS DESCRIBED IN THIS CIRCULAR OR WITHHELD FROM VOTING OR VOTED
AGAINST in accordance with the instructions of the shareholder on any ballot that may be called for and, if
a shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the shares
represented by proxy shall be voted accordingly. Where shareholders have properly executed proxies in
favour of the persons named in the enclosed form of proxy and have not specified in the form of proxy the
manner in which the named proxies are required to vote the shares represented thereby, such shares will be
voted in favour of the passing of the matters set forth in the Notice. The enclosed form of proxy confers
discretionary authority upon the persons named therein with respect to amendments or variations to matters
identified in the Notice, or other matters which may properly come before the Meeting. At the time of printing this
Circular, the management of the Corporation knows of no such amendments, variations or other matters to come
before the Meeting.

All ordinary resolutions require, for the passing of the same, a simple majority of the votes cast at the
Meeting by the holders of common shares. All special resolutions require, for the passing of the same, at least
two-thirds of the votes cast by the holders of common shares present in person or represented by proxy at the
Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. Each
shareholder has the right to appoint a person or company, who need not be a shareholder of the Corporation,
other than the persons named in the enclosed form of proxy, to represent such shareholder at the Meeting or
any adjournment thereof. Such right may be exercised by inserting such person’s name in the blank space
provided in the enclosed form of proxy or by completing another proper form of proxy. All proxies must be
executed by the shareholder or his or her attorney duly authorized in writing or, if the shareholder is a corporation,

MBDOCS_3616708.4 2
by an officer or attorney thereof duly authorized. The completed form of proxy, together with the power of attorney
or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited with
Equity Transfer & Trust Company, 200 University Avenue, Suite 400, Toronto ON M5H 4H1, or by fax
(416) 361-0470, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting
or any adjournment thereof at which the proxy is to be used.

A shareholder who has given a proxy has the power to revoke it as to any matter on which a vote has not already
been cast pursuant to the authority conferred by such proxy and may do so either:

1. by delivering another properly executed form of proxy bearing a later date and depositing it as aforesaid;

2. by depositing an instrument in writing revoking the proxy executed by him or her:

(a) with Equity Transfer & Trust Company at any time up to and including 10:30 a.m. (Toronto time)
on the last business day preceding the day of the Meeting, or any adjournment thereof, at which
the proxy is to be used; or

(b) with the Chair of the Meeting on the day of the Meeting, prior to the commencement of the
Meeting or any adjournment thereof; or

3. in any other manner permitted by law.

ADVICE TO BENEFICIAL HOLDERS OF SECURITIES

Only registered shareholders of the Corporation (each, a “Shareholder” and collectively, the “Shareholders”) or
the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, shares
beneficially owned by a person (a “Non-Registered Holder”) are registered in the name of a nominee such as an
intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries
include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of
self-administered RRSPs, RRIFs, RESPs and similar plans) or a clearing agency (such as The Canadian Depository
for Securities Limited) of which the Intermediary is a participant. In accordance with the requirements of the
Canadian Securities Administrators, the Corporation will have distributed copies of the Notice, this Circular, and the
enclosed form of Proxy (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for
onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered
Holder has waived his or her right to receive them. Intermediaries often use service companies to forward the
Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to
receive Meeting Materials will either:

(a) be given a form of Proxy which has already been signed by the Intermediary (typically by a
facsimile stamped signature), which is restricted as to the number of shares beneficially owned by the Non-
Registered Holder, but which is otherwise uncompleted. This form of Proxy need not be signed by the Non-
Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should properly
complete the form of Proxy and deposit it with Equity Transfer & Trust Company, 200 Uiversity Avenue,
Suite 400, Toronto, Ontario M5H 4H1, or by fax at (416) 361-0470, with respect to the common shares
beneficially owned by such Non-Registered Holder, in accordance with the instructions provided by the
Intermediary, OR

(b) more typically, be given a voting registration form which is not signed by the Intermediary and which,
when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its
service company, will constitute authority and instructions (often called a “proxy authorization form”)
which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-
printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will
consist of a regular printed proxy form accompanied by a page of instructions which contains a removable

MBDOCS_3616708.4 3
 label containing a bar code or other information. In order for the form of Proxy to validly constitute a proxy
authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to
the form of Proxy, properly complete and sign the form of Proxy and submit it to the Intermediary or its
service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit the Non-Registered Holder to direct the voting of the shares
he or she beneficially owns. Should a Non-Registered Holder who receives one of the above forms wish to vote
at the Meeting in person, the Non-Registered Holder should contact the Intermediary for instructions as to
how to proceed.

All references to Shareholders in this Circular and the accompanying Form of Proxy and Notice are to
registered Shareholders of the Corporation unless specifically stated otherwise.

RECORD DATE AND RIGHT TO VOTE

The record date for the determination of Shareholders entitled to receive notice of the Meeting has been fixed at the
close of business on August 24, 2007 (the “Record Date”).

Every shareholder of record at the Record Date who either personally attends the Meeting or who has submitted a
properly executed and deposited form of Proxy in the manner and subject to the provisions described in
“Appointment and Revocation of Proxies” above, and which has not bee revoked, shall be entitled to vote or to have
his or her common shares voted at the Meeting or any adjournment thereof.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Corporation’s authorized share capital consists of an unlimited number of non-participating, redeemable, voting
Class B preference shares (“Class B Shares”), an unlimited number of Class C preference shares (issuable in series)
(“Class C Shares”) and an unlimited number of common shares (“Common Shares”). On August 20, 2007 there
were 23,101,489 Common Shares issued and outstanding and no Class B Shares or Class C Shares were issued and
outstanding. Each Common Share entitles the holder thereof to one vote at all meetings of Shareholders except
meetings which only holders of a specified class of shares are entitled to vote.

The Common Shares are the only shares entitled to be voted at the Meeting, and holders of Common Shares
are entitled to one vote for each Common Share held.

As at August 20, 2007 to the knowledge of the directors and executive officers of the Corporation, the only person,
firm or company who beneficially owns, directly or indirectly, or exercises control or direction over, Common
Shares carrying 10% or more of the voting rights attached to all Common Shares of the Corporation, on a non-
diluted basis, is as follows:

Name and Address Type of Number of Common Shares Percentage of Common Shares
Ownership Owned

Norman Brewster Registered, 2,714,853 Common Shares 11.75%

Directly and
Indirectly

STATEMENT OF EXECUTIVE COMPENSATION

Compensation of Executive Officers

For the financial year ended May 31, 2007, the Corporation had 1 Named Executive Officer, who is also a
director of the Corporation.

MBDOCS_3616708.4 4
A “Named Executive Officer” means the following individuals: (a) the CEO, (b) the CFO, and (c) the three
most highly compensated “Executive Officers”, other than the CEO and CFO, whose total salary and bonus
during the most recently completed financial year exceeded $150,000 and who were serving as Executive
Officers at the end of the most recently completed financial year, and any such individuals who was not
serving as an officer of the Corporation at the end of the most recently completed financial year-end.
“Executive Officer” means an individual who is: (i) the chair or vice-chair of the board of directors, or
president; (ii) a vice-president in charge of a principal business unit, division or function including sales,
finance or production; or (iii) performing a policy making function in respect of the Corporation.

The aggregate cash compensation (including salaries, fees, directors’ fees, commissions, bonuses paid for
services rendered during the most recently completed financial year, bonuses paid for services rendered in a
previous year, and any compensation other than bonuses earned during the most recently completed financial
year the payment of which was deferred) paid to the Executive Officers (or companies controlled by the
Executive Officers), in their capacity as an Executive Officers, for the most recently completed financial
year, was $43,000.

Summary of Compensation

Jim Voisin, the President and a director of the Corporation, who acted in a capacity similar to a chief
executive officer (“CEO”) and chief financial officer (“CFO”), is the “Named Executive Officer” of the
Corporation for the financial year ended May 31, 2007.

The Corporation had no Executive Officers whose salary and bonus from the Corporation and its subsidiaries
exceeded $150,000 during the fiscal year ended May 31, 2007. The following table sets out all annual and long-
term compensation paid by the Corporation and its subsidiaries for the Named Executive Officers.

Annual Compensation Long Term Compensation

Awards Payouts
Name and Financial Salary Bonus Other Securities Shares or LTIP(2) All other
Principal Year-End ($) ($) Annual under Options/ Units Payouts Compensation
Position May 31 Comp. SARS(1) Subject to ($) ($)
($) (#) Resale
Restrictions
(#)
Gordon R. 2007 N/A N/A N/A N/A N/A N/A N/A
Wilton
Former 2006 Nil Nil Nil Nil Nil Nil Nil
President & 2005 Nil Nil Nil Nil Nil Nil Nil
Director(3)
Jim Voisin 2007 Nil Nil 43,000 725,000 Nil Nil Nil
President,
Chief 2006 Nil Nil Nil Nil Nil Nil Nil
Financial 2005 Nil Nil Nil Nil Nil Nil Nil
Officer and
Director
(4)

(1) “SAR” or “Stock Appreciation Right” means a right, granted by a company or its subsidiaries as
compensation for employment services or office to receive cash or any issue or transfer of
securities based wholly or in part on changes in the trading price of publicly traded securities.

The Corporation has not granted any SARs.

MBDOCS_3616708.4 5
 (2) “LTIP” or “Long Term Incentive Plan” means a plan providing compensation intended to
motivate performance over a period greater than one financial year, but does not include
options or SAR plans or plans for compensation through shares or units that are subject to
restrictions on resale.

(3) Mr. Wilton was the President from April 1, 1996 until November 1, 2005, at which time
Mr. Wilton resigned from such office.

(4) Mr. Voisin was appointed to the office of President of the Corporation on November 1, 2005.

See under heading “Management Contracts” description of the Corporation’s management contracts.

Long-Term Incentive Plan

The Corporation does not have a LTIP for the Named Executive Officers, other than stock options granted from time
to time by the board of directors pursuant to the Share Option Plan of the Corporation (“Share Option Plan”).

Option/SAR Grants

The following table sets forth particulars of individual grants of options to each of the Named Executive Officers
granted by the Corporation during the financial year ended May 31, 2007:

Option Grants During the Financial Year Ended May 31, 2007
Name and Securities % of Total Exercise or Market Value of Expiration Date
Principal Under Options/SARs Base Price Securities Underlying
Position Options/SARs Granted to ($/Security) Options/SARs
Granted Employees in on the Date of Grant
(#) Financial ($/Security)
Year
Gordon Nil N/A N/A N/A N/A
Wilton,
Former
President
and
Director (1)
Jim Voisin 600,000 N/A $0.10 N/A (2) December 4, 2011
President,
Chief 125,000 N/A $0.40 N/A(2) April 17, 2012
Financial
Officer and
Director

(1) Mr. Wilton was the President from April 1, 1996 until November 1, 2005, at which time Mr. Wilton
resigned from such office.

(2) The Common Shares of the Corporation were not listed at the date of grant.

Aggregated Option/SAR Exercises and Year-End Option/SAR Values

No options were exercised by any Named Executive Officer during the fiscal year ended May 31, 2007.

MBDOCS_3616708.4 6
Option Repricing

During the financial year ended May 31, 2007, the Corporation has not repriced downward any stock options held
by the Named Executive Officers.

Defined Benefit or Actuarial Plan Disclosure

The Corporation does not have any defined benefit or actuarial plans under which benefits are determined primarily
by final compensation (or average final compensation) and years of service for the Named Executive Officers.

Termination of Employment, Change in Responsibilities and Employment Contract

The Corporation, or any of its subsidiaries, has no employment contract with any of its Named Executive Officers
and no plan, contract or arrangement in respect of compensation received or that may be received by Named
Executive Officers to compensate such officers in the event of the termination of employment (for any reason,
including resignation, retirement, change of control) or in the event of a change in responsibilities following a
change in control.

Compensation of Directors

The directors of the Corporation have no standard compensation arrangements with the Corporation. The amount
earned by directors of the Corporation for their services as directors, including salaries, director’s fees, commissions,
bonuses paid for services rendered during the most recently completed financial year, bonuses paid during the most
recently completed financial year for services rendered in a previous year, and any compensation other than bonuses
earned during the most recently completed financial year the payment of which was deferred, any amounts payable
for committee participation or special assignments from the Corporation and its subsidiaries, was $Nil.

Executive Officers of the Corporation who also act as Directors of the Corporation do not receive any additional
compensation for services rendered in such capacity, other than as paid by the Corporation to such Executive Officer
in their capacity as Executive Officers. See “Compensation of Executive Officers” above.

The Directors had no arrangements with the Corporation where they were compensated for services as consultants
or experts by the Corporation or its subsidiary during the financial year ended May 31, 2007, except as herein
disclosed. See under heading “Management Contracts” description of the Corporation’s management contracts.

Other Compensation

Other than set forth herein, the Corporation did not pay any other compensation to the Executive Officers or
directors (including personal benefits and securities or properties paid or distributed which compensation was not
offered on the same terms to all full time employees) during the financial year ended May 31, 2007.

STOCK OPTION PLAN

The Corporation has no pension plan and no standard or other arrangements for compensation to the other directors
and officers of the Corporation except the granting of stock options pursuant to the Share Option Plan.

The Share Option Plan is subject to ratification of the Shareholders. See under heading “Special Business –
Ratification of Share Option Plan” description of the material features of the Share Option Plan.

As at the Corporations’ most recent financial year ended May 31, 2007, there were options to purchase 2,200,000
Common Shares which had been granted and were outstanding under the Share Option Plan, of which 1,700,000
options are exercisable at $0.10 per Common Share (expiring on December 4, 2011), and 500,000 are exercisable at
$0.40 per Common Share (expiring on April 17, 2012).

MBDOCS_3616708.4 7
 CORPORATE GOVERNANCE PRACTICES

Corporate governance relates to the activities of the board of directors of the Corporation (the “Board”), the
members of which are elected by and are accountable to the Corporation's Shareholders, and takes into account the
role of the individual members of management who are appointed by the Board and who are charged with the day to
day management of the Corporation. The current Board is committed to sound corporate governance practices
which are both in the interests of its shareholders and contribute to effective and efficient decision making. The
Corporation believes that its corporate governance practices ensure that the business and affairs of the Corporation
are effectively managed so as to enhance shareholder value. Set out below is a description of the corporate
governance practices of the Corporation as required by National Instrument 58-101 – Disclosure of Corporate
Governance Practices (“NI 58-101”) concerning corporate governance disclosure.

Disclosure of Corporate Governance Practices

Board of Directors

Pursuant to NI 58-101 and Multilateral Instrument 52-110 - Audit Committees (“MI 52-110”), a director is
independent if the director has no direct or indirect “material relationship” with the issuer which could, in the view
of the issuer’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent
judgment. Certain directors are deemed to have a material relationship with the issuer by virtue of their position or
relationship with the Corporation. The current Board is comprised of five (5) members, 4 of whom the current
Board has determined are independent. In assessing whether a director is independent for these purposes, the
circumstances of each director have been examined in relation to a number of factors.

Jim Voisin is not considered an independent director as he is an officer of the Corporation.

Michael S. Harrington, Maurice Stekel, Neil Novak and William McCullough are considered independent directors
of the Corporation.

Details of directorships held by each director or nominee in other public issuers, if any, are set out in Appendix D
attached hereto.

The Board supervises the management of the business and affairs of the Corporation and is mandated to act with a
view to the best interests of the Corporation. The current Board holds regular meetings to review the business and
affairs of the Corporation and to make any decisions relating thereto. The current Board believes that it functions
independently of management. To enhance its ability to act independently of management, the current Board
reviews its procedures on an ongoing basis to ensure that it can function independently of management. The current
Board meets, as required, without management present. When conflicts do arise, interested parties are precluded
from voting on matters in which they may have an interest. In light of the guidelines contained in NI 58-101, the
current Board intends to convene meetings of the independent directors, at which non-independent directors and
members of management are not in attendance as may be deemed necessary.

The current Board is satisfied that it exercises its responsibilities for independent oversight of management. The
ability to establish ad hoc committees comprised solely of independent director provides the Board with the ability
to meet independently of management whenever deemed necessary or appropriate and the chair of each such ad hoc
committee provides the leadership for such committee.

Orientation and Education

The Corporation does not have a formal process of orientation for new directors. However, at all regular Board
meetings there is a discussion of the business of the Corporation which provides new and existing directors with an
overview of the Corporation’s operations. From time to time, corporate officers and legal, financial and other
experts are invited to attend Board meetings to describe matters in their areas of expertise.

MBDOCS_3616708.4 8
Ethical Business Conduct

The Board has not yet adopted a written ethical business conduct code for directors, officers and employees of the
Corporation. In circumstances where a director or executive officer has a material interest in a transaction or
agreement which the Corporation is considering entering into, the individual is required to fully disclose his or her
interest therein and an ad hoc committee of disinterested directors is appointed to review the same to confirm,
among other things, that such transaction or agreement, as applicable, is being entered into on arm’s length
commercially reasonable terms. Such committee has the right to obtain advice from the Corporation’s counsel and
other professional advisors and/or appoint independent counsel and/or advisors.

The Board has also established procedures that allow employees of the Corporation to confidentially and
anonymously submit their concerns to the “Complaints Officer” designated by the Audit Committee, as described in
“Procedures for Receipt of Complaints and Submissions Relating to Accounting Matters” in the Audit Committee’s
charter.

Nomination of Directors

The Board has not appointed a formal nominating committee. However any member of the Board is free to
recommend additional members, as required, and the Board will consider such recommendations as a whole. Until a
committee is formed, the Board as a whole will be responsible for assessing the effectiveness of the Board, the
committees of the Board and the contribution of individual directors, taking into account the competencies and skills
that the Board as a whole should possess as well as the competencies and skills that each director should possess.

Compensation

The Board has the responsibility of setting the level of compensation for directors. The Board reviews directors’
compensation as needed, taking into account time commitment, comparative fees, risks and responsibilities, to
ensure that the amount of compensation adequately reflects the responsibilities and risks of being a director and
makes adjustments as deemed necessary.

Board Committees

The Board currently has one (1) standing committee: the Audit Committee. See under heading “Audit Committee
Disclosure” description of the Corporation’s Audit Committee.

Assessments

Based upon the Corporation’s size, its current state of development and the number of individuals on the Board, the
current Board considers a formal process for assessing regularly the effectiveness and contribution of the Board, as a
whole, its committee or individual directors to be unnecessary at this time. In light of the fact that the Board and its
committee meet on numerous occasions during each year, each director has significant opportunity to assess other
directors. The current Board plans to continue evaluating its own effectiveness on an ad hoc basis.

AUDIT COMMITTEE DISCLOSURE

Composition of the Audit Committee

The Corporation’s Audit Committee is composed of three directors: Maurice Stekel (Chair), William McCullough,
and Neil Novak. The Audit Committee is considered to be “independent” and all members of the Audit Committee
are considered “financially literate” within the meaning of MI 52-110. The Corporation is considered to be a
“venture issuer” for the purposes of MI 52-110 and as such is exempt from the requirements of Parts 3 (Composition
of the Audit Committee) and 5 (Reporting Obligations) of MI 52-110.

Mr. Stekel is a Chartered Accountant and Messrs. Stekel and Novak have acted as directors and/or audit committee
members of a number of public issuers in the past and as such each has obtained experience in performing his

MBDOCS_3616708.4 9
responsibilities as a member of the Corporation’s Audit Committee. William McCullough is financially literate by
virtue of his executive management of numerous successful private businesses. As well, each of the Audit
Committee members owns his own business and in such capacity has experience in the preparation, analysis and/or
evaluation of financial statements generally and an understanding of internal controls and procedures for financial
reporting. Given the scope and nature of the Corporation’s business, its financial statements and the accounting
issues arising therefrom are relatively uncomplicated. Based on the foregoing, it is the current Board’s conclusion
that each of the members of the Audit Committee has an understanding of the accounting principles used by the
Corporation to prepare its financial statements, the ability to assess the general application of such accounting
principles in connection with the accounting for estimates, accruals and reserves and experience in evaluating
financial statements that present a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the
Corporation’s financial statements.

Charter

The Audit Committee is governed by its charter, a copy of which is set out in Appendix C to this Circular.

External Auditor Service Fees (By Category)

The following table sets out the aggregate fees billed by the Corporation’s external auditors in each of the last two
fiscal years ending May 31 for the category of fees described.

2007 2006
Audit Fees (1) $17,000 $14,000 (5)
Audit-Related Fees (2) - -
Tax Fees (3) $3,000 $2,500 (6)
All Other Fees (4) $272 $192
Total $20,272 $16,692

(1) Aggregate fees billed by the Corporation’s external auditor for audit fees.

(2) Aggregate fees billed for assurance and related services by the Corporation’s external auditor that
are reasonably related to the performance of the audit or review of the Corporation’s financial
statements and are not reported under “Audit Fees” above.

(3) Aggregate fees billed for professional services rendered by the Corporation’s external auditor for
tax compliance, tax advice, and tax planning.

(4) Aggregated fees billed for products and services by the Corporation’s external auditor, other than
the services reported under any of the other categories above, including Canadian Public
Accounting Board administrative fees.

(5) Allocable as to $12,000 respecting the Corporation and as to $2,000 respecting Chilly-Bin Inc.

(6) Includes mining duty and Quebec corporate tax returns for Chilly-Bin Inc. as well as the change
in control tax returns for the Corporation.

Audit Committee Oversight

Since the commencement of the Corporation’s most recently completed financial year, there has not been a
recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by
the current Board.

MBDOCS_3616708.4 10
Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as
described in “Procedures for Approval of Non-Audit Services” in the Audit Committee’s Charter.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the
Corporation relied on any exemption described in Section 2.4 (De Minimis Non-Audit Services) or Part 8 under MI
52-110. [NTD: Please confirm]

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, Executive Officer or employee of the Corporation, or former director, executive officer or employee of
the Corporation, or proposed nominee for election as a director of the Corporation, nor any associate of any such
director, executive officer, employee or proposed nominee is as at the date of this Circular, or at any time since the
beginning of the most recently completed financial year has been, indebted to the Corporation or another entity, for
which such indebtedness is, or at any time since the beginning of the most recently completed financial year has
been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding
provided by the Corporation, including in respect of any security purchase program or any other program. [

MANAGEMENT CONTRACTS

For the fiscal year ended May 31, 2007, management and consulting fees for directors, officers and insiders of the
Corporation were paid or accrued for an aggregate total of $160,600. Management fees were paid or accrued as
follows: Jim Voisin, the President and a director of the Corporation - $43,000; Nicole Brewster, a former director of
the Corporation - $27,600. Consulting fees were paid or accrued as follows: Norman Brewster - $90,000.

Billiken Management Inc.

The Company has paid Billiken Management Services Inc., a private company, in which one third of the ownership
is held by the spouse of Neil Novak, 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 fiscal year 2007. At May 31, 2007 there was a balance due to the Company of $11,439.

Harper Capital Inc.

The Corporation was party to a management agreement with Harper Capital Inc., a corporation beneficially owned
by Bernice Bregman, the President and a director of Harper Capital Inc. Harry Bregman was an officer of Harper
Capital Inc. Pursuant to the management agreement, the Corporation paid $2,000 per month in exchange for
management and supervisory services until August, 2005. The agreement was terminated on October 25, 2005.
During the year ended May 31, 2006, the Corporation was charged the sum of $6,000 as management fees.

As at October 25, 2005, the Corporation was indebted to Harper Capital Inc. in the amount of $171,119.14 for
unpaid management fees, for funds advanced by Harper Capital Inc. to the Corporation, and for accounts receivable
held by Harper Capital Inc. that Harper Capital Inc. had purchased from certain creditors of the Corporation on
August 31, 2005 (collectively, the “Debt Amount”). On October 25, 2005, Harper Capital Inc. sold the Debt
Amount for an aggregate sale price of $145,000. The Debt Amount was subsequently settled by the Corporation by
the issuance of Common Shares to the holders of the Debt Amount.

On November 1, 2005, the Corporation settled all of its outstanding liabilities, amounting to $171,119, through the
issuance of 28,519,855 Common Shares (the “Debt Shares”) to seven creditors who were at arm’s length at such
time (the “Debt Settlement”) (representing an effective subscription price of $0.006 per Common Share). The
Corporation issued 4,074,265 Debt Shares to each of Allan Ringler Services Inc., Elen Enterprises (Ontario) Inc.,
George Duguay Services Inc., Kalwea Financial Corp., Peter Miller, Nominex Ltd., and Jim Voisin (together, the

MBDOCS_3616708.4 11
“Creditors”). Immediately following the Debt Settlement, each Creditor held approximately 12.04% of the then
issued and outstanding Common Shares.

In connection with the Debt Settlement, each of the Creditors entered into a pooling agreement with the Corporation,
pursuant to which each Creditor deposited all of its Debt Shares in escrow for release on the following basis:
(a) 50% of the initial number of escrowed Debt Shares to be released from time to time within 60 days following the
Listing Date at the discretion of the Corporation; and (b) 50% of the initial number of escrowed Debt Shares to be
released from escrow from time to time within 120 days following the Listing Date at the discretion of the
Corporation; where the Listing Date means the date upon which the Common Shares are listed and posted for
trading on the TSX Venture Exchange Inc. or any other exchange or trading facility acceptable to the Corporation.

Following the Debt Settlement, the Board accepted the resignation of Lawrence Harding and appointed Jim Voisin,
Neil Novak and Maurice Stekel as directors of the Corporation and appointed Jim Voisin and Gordon Wilton as
President and Secretary, respectively.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An “Informed Person” means (a) a director or executive officer of a reporting issuer; (b) a director or executive
officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or
company who beneficially owns, directly or indirectly, voting securities of a reporting issuer or who exercises
control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10
percent of the voting rights attached to all outstanding voting securities of the reporting issuer other than voting
securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that
has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

No director, Executive Officer or proposed nominee for election as a director of the Corporation, no person
beneficially owning, directly or indirectly, or exercising control or direction over Common Shares or a combination
of both carrying more than 10% of the voting rights attached to all voting securities of the Corporation, and no
associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any
transaction since the beginning of the Corporation’s most recently completed fiscal year or in any proposed
transaction which, in either case, has materially affected or would materially affect the Corporation, except for the
following:

The June 2006 Offering

On June 14, 2006, the Corporation completed a private placement financing under which it issued 1,562,500 units of
the Corporation at a price of $0.08 per unit for aggregate gross proceeds of $125,000. The following informed
persons of the Corporation participated in the private placement by purchasing offered units: (i) Jim Voisin, the
President and a director of the Corporation - 62, 500 units; (ii) Nominex Ltd. (of which Neil Novak, a director of the
Corporation, is the President) – 62,500 units; (iii) Norman Brewster, an insider of the Corporation – 250,000 units;
and (iv) Nicole Brewster, the Secretary and the former director of the Corporation – 62,500 units. These persons
participated in the financing under the same terms, conditions and price as other investors.

The December 2006 Offering

Pursuant to the December 29, 2006 financing under which the Corporation issued 1,860,714 flow through units at a
price of $0.35 per unit for aggregate gross proceeds of $651,250, the following informed persons of the Corporation
participated in the private placement by purchasing offered units: (i) Neil Novak, a Director of the Corporation –
50,000 units; and (ii) Norman Brewster, an insider of the Corporation – 290,000 units.

The May 2007 Offering

Pursuant to the May 2007 financings under which the Corporation issued a total of 1,025,999 common shares at a
price of $0.60 per common share for aggregate gross proceeds of $615,600, the following informed person of the
Corporation participated in the private placement by purchasing offered common shares: (i) Nominex Ltd. (of which

MBDOCS_3616708.4 12
Neil Novak, a director of the Corporation, is the President) – 17,000 common shares.

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No person who has been a director or Executive Officer of the Corporation at any time since the beginning of its last
completed financial year, no proposed nominee for election as a director, and no associate or affiliate of any of the
foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, in any matter to be acted upon at the Meeting, except as described in this Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the only matters to be brought before the Meeting are those matters set forth in the
accompanying Notice.

Receipt of Financial Statements

The audited consolidated financial statements of the Corporation for the financial year ended May 31, 2007, and the
accompanying auditor’s report thereon, will be presented at the Meeting.

Appointment of Auditors

McCarney Greenwood LLP, Chartered Accountants, have been the auditors of the Corporation since September 20,
2004.

The persons named in the accompanying form of proxy intend to vote such proxy in favour of the re-appointment of
McCarney Greenwood LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year, or until
their successor is appointed, at a remuneration to be fixed by the Board, unless the Shareholder has specified in the
proxy that his or her Common Shares are to be withheld from voting in respect to this matter.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPOINTMENT

OF McCARNEY GREENWOOD LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE
CORPORATION AND IN FAVOUR OF AUTHORIZING THE BOARD TO FIX THE REMUNERATION
OF THE AUDITORS, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR
HER OR ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT THEREOF.

Election of Directors

The directors of the Corporation are authorized to fix the number of directors on the Board between a minimum of 3
directors and a maximum of 11 directors. The Shareholders will be asked to elect five (5) directors for the ensuing
year.

The Board presently consists of five (5) directors and these directors are being nominated for re-election: Jim
Voisin, Neil Novak, Maurice Stekel, Michael S. Harrington, and William McCullough.

The persons named in the enclosed form of proxy intend to vote Common Shares for the election of the nominees
whose names are set forth below. Management of the Corporation does not contemplate that any of the
nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting,
the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their
discretion. Each director elected will hold office until the close of business of the first annual meeting of
Shareholders of the Corporation following his/her election, unless his/her office is earlier vacated in accordance with
the by-laws of the Corporation, or the provisions of the Business Corporations Act (Ontario).

No class of Shareholders of the Corporation has the right to elect a specified number of directors or to cumulate their
votes for directors.

MBDOCS_3616708.4 13
The following table sets out the names of the nominees for election as directors, the municipality in which each is
ordinarily resident, all offices of the Corporation now held by each of them, their present principal occupation or
employment, the period of time for which each has been a director of the Corporation, and the number of Common
Shares of the Corporation or any of its subsidiaries beneficially owned by each, directly or indirectly, or over which
control or direction is exercised, as at the date of this Circular:

Name, Position with
Corporation and
Residence
Jim Voisin
President and Director
Ontario, Canada
Neil Novak
Director
Ontario, Canada
Maurice Stekel
Chief Financial Officer and
Director
Ontario, Canada
Michael S. Harrington
Director
Colorado, United States
Common Shares
Held or Over which
Principal Occupation Period(s) Served Control or Direction
As Director is Exercised (on a
non-diluted basis)(1)
President of Greenstone Consulting Inc., a November 1, 1,377,353 (2)
company that provides investor relations 2005 to present (5.96%)
services.
President of Nominex Ltd. and Billiken November 1, 116,667 (3)
Management Services Inc. (both private 2005 to present (0.5%)
geological consulting and management
companies); President, CEO and director of
Spider Resources Inc.; Director and Vice-
President of UC Resources Ltd.; Director of
Simberi Mining Corporation; Director of
Noront Resources Ltd.
Independent business consultant. November 1, Nil (4)
2005 to present
Private Investor; KWG Resources Inc., Director April 17, 2007 to Nil
(2003 - present); SVGL Resources Inc., present
Director (2006 - present)

William McCullough President, Superior Logistical Services Inc., a April 11, 2006 to Nil (5)
Director company that provides primary freight present
Ontario, Canada brokerage and logistics services

(1) The information in the foregoing table as to municipality of residence, present principal
occupation or employment, current and previous directorships and number of Common Shares
beneficially owned or over which control or direction is exercised, not being within the knowledge
of the Corporation, has been furnished by each respective nominee.

(2) Mr. Voisin also holds Common Share purchaser warrants to purchase up to 62,500 Common
Shares and stock options to purchase up to 725,000 Common Shares in the Company.

(3) Mr. Novak holds 116,667 Common Shares directly. Nominex Ltd., a corporation beneficially
owned by Mr. Novak and his wife, and of which Mr. Novak is an officer and director, holds
1,377,353 Common Shares. Mr. Novak also holds Common Share purchase warrants to purchase
up to 50,000 Common Shares. Nominex Ltd. holds Common Share purchase warrants to purchase
up to 62,500 Common Shares in the Company. Mr. Novak also holds stock options to purchase up
to 275,000 Common Shares in the Company.

(4) Mr. Stekel holds stock options to purchase up to 250,000 Common Shares in the Company.

(5) Mr. McCulloughs hold stock options to purchase up to 100,000 Common Shares in the Company.

MBDOCS_3616708.4 14
No proposed director, or the proposed director’s associates or affiliates, beneficially owns, directly or indirectly, or
controls or directs securities carrying 10% or more of the voting rights attached to all Common Shares of the
Corporation.

The Board of Directors of the Corporation has one (1) standing committee: the Audit Committee. The Corporation’s
Audit Committee is composed of three directors: Maurice Stekel (Chair), William McCullough, and Neil Novak.

No proposed director is, as at the date hereof, or has been, within 10 years before the date hereof, a director or
executive officer of any company that, while that person was acting in that capacity,

(a) was the subject of a cease trade or similar order or an order that denied the relevant company
access to any exemption under securities legislation, for a period of more than 30 consecutive
days;

(b) was subject to an event that resulted, after the director or executive officer ceased to be a director
or executive officer, in the company being the subject of a cease trade order or similar order or an
order that denied the relevant company access to any exemption under securities legislation, for a
period of more than 30 consecutive days; or

(c) or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or
trustee appointed to hold its assets, except as follows:

Mr. Maurice Stekel was a director of Verdx Minerals Corporation (“Verdx”) from August 25, 1999 until April 18,
2006. On July 17, 2000 the Ontario Securities Commission issued a cease trade order to Verdx for failing to file its
financial statements for its 1999 fiscal year. Verdx had no working capital and was faced with economic hardship
due to its inability to raise additional financing. The cease trade order is still in effect.

No proposed director has, within the 10 years before the date hereof, become bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or
compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the
proposed director.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE ELECTION OF

THE ABOVE-NAMED NOMINEES, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY
THAT HIS OR HER COMMON SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT
THEREOF.

MANAGEMENT HAS NO REASON TO BELIEVE THAT ANY OF THE NOMINEES WILL BE UNABLE
TO SERVE AS A DIRECTOR BUT, IF A NOMINEE IS FOR ANY REASON UNAVAILABLE TO SERVE
AS A DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE
REMAINING NOMINEES AND MAY BE VOTED FOR A SUBSTITUTE NOMINEE UNLESS THE
SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS OR HER COMMON SHARES ARE TO
BE WITHHELD FROM VOTING IN RESPECT OF THE ELECTION OF DIRECTORS.

Special Business – Ratification of Share Option Plan

Shareholders will be asked at the Meeting to consider and, if deemed advisable, pass with or without variation, a
resolution as set forth in Appendix A to this Circular (the “Share Option Plan Resolution”) ratifying and
confirming the Share Option Plan of the Corporation. A complete copy of the Share Option Plan is set forth in
Appendix B to this Circular.

The salient features of the Share Option Plan are as follows:

MBDOCS_3616708.4 15
 (a) options may be granted by the Board to directors, officers and employees of the Corporation or a
subsidiary of the Corporation and persons or corporations who provide consulting services to the
Corporation or a subsidiary of the Corporation on an on-going basis;

(b) the maximum number of Common Shares reserved for issuance under the Share Option Plan shall
not exceed 10% of the aggregate number of Common Shares issued and outstanding (calculated on
a non-diluted basis) from time to time;

(c) the exercise price of each option shall be determined in the discretion of the Board at the time of
the granting of the option, provided that the exercise price shall not be lower than the “Market
Price”. “Market Price” means the last closing price of the Common Shares on any stock exchange
or stock exchanges, or other trading facilities on which the Common Shares are then listed or
posted for trading, or if more than one, on such one as shall be designated by the Board, and to the
extent that the Common Shares are not listed or posted for trading on any exchange or trading
facility, the Market Price shall be such price as is determined by the Board in good faith;

(d) (i) at no time shall the number of Common Shares reserved for issuance pursuant to options
granted to any one optionee in a 12-month period under any security based compensation plan
exceed 5% of the issued and outstanding Common Shares, (ii) no one optionee may be granted, in
any 12 month period, options to purchase a number of Common Shares equal to more than 5% of
the outstanding Common Shares, (iii) no one consultant may be granted, in any 12 month period,
options to purchase a number of Common Shares equal to more than 2% of the outstanding
Common Shares, (iv) persons employed to provide investor relations activities may not be
granted, in the aggregate in any 12 month period, options to purchase a number of Common
Shares equal to more than 2% of the outstanding Common Shares (v) at no time shall the number
of shares reserved for issuance pursuant to options granted to insiders of the Corporation under all
security based compensation arrangements of the Corporation exceed 10% of the outstanding
Common Shares, and (vi) insiders of the Corporation may not be granted under all security based
compensation arrangements of the Corporation, within any 12 month period, in aggregate a
number of options exceeding 10% of the issued and outstanding Common Shares;

(e) all options shall be for a term determined in the discretion of the Board at the time of the granting
of the options, provided that no option shall have a term exceeding five years and, unless the
Board at any time makes a specific determination otherwise, an option and all rights to purchase
Common Shares pursuant thereto shall expire and terminate immediately upon the optionee who
holds such option ceasing to be at least one of a director, officer or employee of, or consultant to,
the Corporation or a subsidiary of the Corporation, as the case may be; and

(f) except in limited circumstances in the case of the death of an optionee, options shall not be
assignable or transferable.

The Share Option Plan is subject to the ratification of the Shareholders. In order to become effective, the Share
Option Plan Resolution must be approved by at least a majority of the votes cast by Shareholders at the Meeting,
other than votes attaching to Common Shares beneficially owned by insiders of the Corporation or their associates.

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN FAVOUR OF THE

SHARE OPTION PLAN RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE
PROXY THAT HIS, HER OR ITS COMMON SHARES ARE TO BE VOTED AGAINST THE
RESOLUTION. In the event the Share Option Plan Resolution does not receive the requisite Shareholder approval,
the Corporation will not have an operative share option plan and therefore the Board will not be able to issue
additional options until such time as another share option plan is created and approved, and may consequently have
difficulty attracting and retaining highly experienced and qualified personnel.

MBDOCS_3616708.4 16
 INDICATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of the directors and executive officers of the Corporation have indicated that they intend to vote their Common
Shares in favour of each of the above resolutions, except where the Common Shares of such directors and officers
are to be excluded from voting. In addition, unless authority to do so is indicated otherwise, the persons named
in the enclosed form of proxy intend to vote the Common Shares represented by such proxies in favour of
each of the above resolutions.

OTHER BUSINESS

Except as otherwise indicated, information contained herein is given as of August 24, 2007. Management knows of
no matters to come before the Meeting other than the matters referred to in the Notice. However, if any other matters
which are not now known to the Corporation’s management should come properly before the Meeting, the proxy
will be voted on such matters in accordance with the best judgment of the person voting it.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Financial

information relating to the Corporation is provided in the Corporation’s comparative financial statements and related
Management’s Discussion and Analysis for the year ended May 31, 2007. To request copies of the Corporation’s
financial statements and related Management’s Discussion and Analysis, please contact the Corporation at:

Cadillac Ventures Inc.

360 Bay Street, Suite 500,
Toronto, Ontario, Canada M5H 2V6

APPROVAL

The undersigned hereby certifies that the contents of this Circular and the sending thereof to the Shareholders have
been approved by the Board.

DATED August 24, 2007

By Order of the Board,

“Jim Voisin”
Jim Voisin
President

MBDOCS_3616708.4 17
 APPENDIX A

SHARE OPTION PLAN RESOLUTION

RESOLUTION OF THE SHAREHOLDERS OF

CADILLAC VENTURES INC.
(the “Corporation”)

BE IT RESOLVED THAT:

1. the share option plan of the Corporation, annexed as Appendix B to the Management Information Circular
and Proxy Statement dated August 24, 2007, and the granting of share options from time to time pursuant
thereto, be and are hereby approved; and

2. any one officer or director of the Corporation be and is hereby authorized for and on behalf of the
Corporation to execute and deliver all such instruments and documents and to perform and do all such acts
and things as may be deemed advisable in such individual’s discretion for the purpose of giving effect to
this resolution.

MBDOCS_3616708.4 A-1
 APPENDIX B

SHARE OPTION PLAN

CADILLAC VENTURES INC.

(formerly Blue Power Energy Corporation)
2006 Share Option Plan

The board of directors of Cadillac Ventures Inc. (the “Corporation”) wishes to establish a share option plan
(the “Plan”) governing the issuance of share options (“Options”) to directors, officers and employees of the
Corporation or subsidiaries of the Corporation and persons or corporations who provide services to the
Corporation or its subsidiaries on an on-going basis, or have provided or are expected to provide a service or
services of considerable value to the Corporation or its subsidiaries. Capitalized terms, not otherwise defined
herein, have the meanings ascribed thereto in the TSX Venture Exchange Corporate Finance Manual.

The terms and conditions of the Plan for the issuance of Options are as follows:

1. Purposes

The principal purposes of the Plan are:

(a) to retain and attract the qualified directors, officers, employees and service providers that the
Corporation and its subsidiaries requires;

(b) to promote a proprietary interest in the Corporation and its subsidiaries;

(c) to provide an incentive element in compensation; and

(d) to promote the profitability of the Corporation and its subsidiaries.

2. Reservation of Shares

Subject to Section 10 of the Plan, the number of common shares in the capital of the Corporation (the “Common
Shares”) reserved from time to time for issuance to Eligible Optionees (as hereinafter defined) pursuant to Options
granted under the Plan shall not exceed 10% of the aggregate number of Common Shares issued and outstanding
(calculated on a non-diluted basis) from time to time.

3. Eligibility

Options shall be granted only to persons, firms or corporations (“Eligible Optionees”) who are Directors,
Employees or Consultants of the Corporation or a subsidiary of the Corporation. Where the Eligible Optionee is an
Employee, Consultant or Management Corporation Employee, the board of directors of the Corporation (the
“Board”) shall confirm that the Eligible Optionee is a bona fide Employee, Consultant or Management Corporation
Employee, as the case may be, of the Corporation or a subsidiary of the Corporation prior to any grant of Options.

Options may also be granted to a corporation that is wholly-owned by an Eligible Optionee if the corporation agrees
not to effect or permit any transfer of ownership or option of shares of the corporation, nor to issue further shares of
any Class in the corporation, to any other individual or entity as long as any Options granted to the corporation
remain outstanding, without the prior written consent of such stock exchange or stock exchanges or other trading
facilities, if any, on which the Common Shares are then listed and/or posted for trading (the “Exchange”). Unless
the context otherwise requires, the term Eligible Optionee as used herein shall include any such corporation.

4. Granting of Options

MBDOCS_3616708.4 B-1
The Board may from time to time grant Options to Eligible Optionees. At the time an Option is granted, the Board
shall determine the number of Common Shares available for purchase under the Option, the date when the Option is
to become effective and, subject to the other provisions of the Plan, all other terms and conditions of the Option. An
Eligible Optionee may hold more than one Option at any time, however:

(a) at no time shall the number of Common Shares reserved for issuance pursuant to Options granted
to any one Eligible Optionee in any 12-month period exceed 5% of the outstanding Common
Shares;

(b) no one Eligible Optionee may be granted, in any 12 month period, Options to purchase a number
of Common Shares equal to more than 5% of the outstanding Common Shares;

(c) no one Consultant may be granted, in any 12 month period, Options to purchase a number of
Common Shares equal to more than 2% of the outstanding Common Shares;

(d) persons employed to provide Investor Relations Activities may not be granted, in the aggregate in
any 12 month period, Options to purchase a number of Common Shares equal to more than 2% of
the outstanding Common Shares;

(e) at no time shall the number of shares reserved for issuance pursuant to Options granted to Insiders
under all security based compensation arrangements of the Corporation exceed 10% of the
outstanding Common Shares; or

(f) Insiders may not be granted under all security based compensation arrangements of the
Corporation, within any 12 month period, in aggregate a number of Options exceeding 10% of the
issued and outstanding Common Shares.

Any Options granted to a corporation referred to in Section 3 hereof shall be included in the calculation of the
Options held by an Eligible Optionee.

5. Exercise Price

The exercise price (the “Exercise Price”) of each Option shall be determined in the discretion of the Board at the
time of the granting of the Option, provided that the exercise price shall not be lower than the “Market Price”.
“Market Price” shall mean the last closing price of the Common Shares on the Exchange; provided that in the event
the Common Shares are listed on more than one Exchange, the foregoing reference to “the Exchange” shall be a
reference to such one as shall be designated by the Board, and to the extent that the Common Shares are not listed on
any Exchange, the Market Price shall be such price as is determined by the Board in good faith.

6. Term and Exercise Periods

(a) All Options shall be for a term determined in the discretion of the Board at the time of the granting
of the Options, provided that no Option shall have a term exceeding five years and, unless the
Board at any time makes a specific determination otherwise, an Option and all rights to purchase
Common Shares pursuant thereto shall expire and terminate immediately upon the Eligible
Optionee who holds such Option ceasing to be at least one of a Director, Employee or Consultant
of the Corporation or a subsidiary of the Corporation.

(b) By way of example, without limiting the generality of the foregoing or the discretion of the Board,
the Board may, at the time of the granting of the Option, determine:

(i) that an Option is exercisable only while the Eligible Optionee remains at least one of a
Director, Employee or Consultant and for a limited period of time (“Additional Period”)
after the Eligible Optionee ceases to be at least one of a Director, Employee or Consultant

MBDOCS_3616708.4 B-2
 (which Additional Period may not exceed 90 days or, in the case of an Eligible Optionee
engaged in Investor Relations Activities, 30 days);

(ii) that an Option can be exercisable for an Additional Period or for its remaining term
(which Additional Period or remaining term may not exceed one year) after the death of
an Eligible Optionee;

(iii) that an Option is subject to a vesting schedule; or

(iv) that, subject to the approval of the Exchange, if any, an Option may provide for early
exercise and/or termination or other adjustment in the event of a death of a person and in
other circumstances, such as if the Corporation shall resolve to sell all or substantially all
of its assets, to liquidate or dissolve, or to merge, amalgamate, consolidate or be absorbed
with or into any other corporation, if a take-over bid is made for the outstanding Common
Shares, or if any change of control of the Corporation occurs.

7. Non-Assignability

Other than a limited right of assignment, subject to the terms upon which the Option is granted, in the event of the
death of an Eligible Optionee to allow the exercise of Options by the Eligible Optionee’s legal representative,
Options granted hereunder shall not be assignable or transferable.

8. Payment of Exercise Price

All Common Shares issued pursuant to the exercise of an Option shall be paid for in full in Canadian funds at the
time of exercise of the Option and prior to the issue of the Common Shares. All Common Shares issued in
accordance with the foregoing shall be issued as fully paid and non-assessable Common Shares.

9. Non-Exercise

If any Option is not exercised for any reason whatsoever, upon the expiry of such Option pursuant to the terms of its
grant or the terms hereof, the shares reserved and authorized for issuance pursuant to such Option shall revert to the
Plan and shall be available for other Options. Notwithstanding the foregoing, at no time shall there be outstanding
under the Plan, Options exceeding, in the aggregate, the number of Common Shares reserved for issuance pursuant
to Options under the Plan.

10. Adjustment in Certain Circumstances

In the event:

(a) of any change in the Common Shares through subdivision, consolidation, reclassification,
amalgamation, merger or otherwise; or

(b) of any stock dividend to holders of Common Shares (other than such stock dividends issued at the
option of shareholders of the Corporation in lieu of substantially equivalent cash dividends); or

(c) that any rights are granted to holders of Common Shares to purchase Common Shares at prices
substantially below fair market value; or

(d) that as a result of any recapitalization, merger, consolidation or otherwise the Common Shares are
converted into or exchangeable for any other shares;

MBDOCS_3616708.4 B-3
then in any such case the Board may make such adjustment in the Plan and in the Options granted under the Plan as
the Board may in its sole discretion deem appropriate to prevent substantial dilution or enlargement of the rights
granted to, or available for, holders of Options, and such adjustments may be included in the Options.

11. Expenses

All expenses in connection with the Plan shall be borne by the Corporation.

12. Compliance with Laws

The Corporation shall not be obliged to issue any Common Shares upon exercise of Options if the issue would
violate any law or regulation or any rule of any governmental authority or stock exchange. The Corporation shall
not be required to issue, register or qualify for resale any Common Shares issuable upon exercise of Options
pursuant to the provisions of a prospectus or similar document, provided that the Corporation shall notify the
Exchange, if any, and any other appropriate regulatory bodies in Canada of the existence of the Plan and the
issuance and exercise of Options.

In addition to any resale restrictions that may be applicable under applicable securities laws, all Options and any
Common Shares issued on the exercise of Options shall be legended with a four month hold period from the date the
Options are granted, as required by the rules of the Exchange, if any.

13. Disinterested Shareholder Approval

Disinterested shareholder approval shall be obtained by the Corporation prior to any reduction in the Exercise Price
if the Eligible Optionee is an Insider of the Corporation at the time of a proposed reduction in the Exercise Price.

14. Form of Option Agreement

All Options shall be issued by the Corporation in a form which meets the general requirements and conditions set
forth in the Plan and the requirements of the Exchange, if any.

15. Amendments and Termination of Plan

The Corporation shall retain the right to amend from time to time or to terminate the terms and conditions of the
Plan by resolution of the Board. Any amendments shall be subject to the prior consent of any applicable regulatory
bodies, including the Exchange, if any. Amendments and termination shall take effect only with respect to Options
issued thereafter, provided that they may apply to any Options previously issued with the mutual consent of the
Corporation and the Eligible Optionees holding such Options.

16. Delegation of Administration of the Plan

Subject to the Business Corporations Act (Ontario) or any other legislation governing the Corporation, the Board
may delegate to one or more directors of the Corporation, on such terms as it considers appropriate, all or any part of
the powers, duties and functions relating to the granting of Options and the administration of the Plan.

17. Applicable Law

This Plan shall be governed by and construed in accordance with the laws in force in the Province of Ontario.

18. Stock Exchange

To the extent applicable, the issuance of any Common Shares pursuant to Options granted under the Plan is
subject to approval of the Plan and the grant of the Options by the Exchange, if any, and the Plan shall be
subject to the ongoing requirements of such Exchange, if any.

MBDOCS_3616708.4 B-4
 APPENDIX C

AUDIT COMMITTEE TERMS OF REFERENCE

CADILLAC VENTURES INC. (formerly Blue Power Energy Corporation)

(the “Corporation”)

Charter of the Audit Committee of the Board of Directors

I. PURPOSE

The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of the Corporation.

The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may request
the external auditors as well as any officer of the Corporation, or outside counsel for the Corporation, to attend a
meeting of the Committee or to meet with any members of, or advisors to, the Committee. The Committee shall
have unrestricted access to the books and records of the Corporation and has the authority to retain, at the expense of
the Corporation, special legal, accounting, or other consultants or experts to assist in the performance of the
Committee’s duties.

The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to
the Board for approval.

In fulfilling its responsibilities, the Committee will carry out the specific duties set out in Part III of this Charter.

II. AUTHORITY OF THE AUDIT COMMITTEE

The Committee shall have the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;

(b) set and pay the compensation for advisors employed by the Committee; and

(c) communicate directly with the external auditors.

III. RESPONSIBILITIES

A. Independent Auditors

1. The Committee shall recommend to the Board the external auditors to be nominated, shall set the
compensation for the external auditors, provide oversight of the external auditors and shall ensure that the
external auditors report directly to the Committee.

2. The Committee shall be directly responsible for overseeing the work of the external auditors, including the
resolution of disagreements between management and the external auditors regarding financial reporting.

3. The Committee shall review the external auditors’ audit plan, including scope, procedures and timing of the
audit.

4. The Committee shall review the results of the annual audit with the external auditors, including matters
related to the conduct of the audit.

5. The Committee shall obtain timely reports from the external auditors describing critical accounting policies
and practices, alternative treatments of information within generally accepted accounting principles that

MBDOCS_3616708.4 C-1
 were discussed with management, their ramifications, and the external auditors’ preferred treatment and
material written communications between the Corporation and the external auditors.

6. The Committee shall pre-approve all non-audit services not prohibited by law to be provided by the
external auditors.

7. The Committee shall review fees paid by the Corporation to the external auditors and other professionals in
respect of audit and non-audit services on an annual basis.

8. The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees
and former partners and employees of the present and former auditors of the Corporation.

9. The Committee shall monitor and assess the relationship between management and the external auditors
and monitor and support the independence and objectivity of the external auditors.

B. Financial Accounting and Reporting Process

1. The Committee shall review the annual audited financial statements to satisfy itself that they are presented
in accordance with generally accepted accounting principles and report thereon to the Board and
recommend to the Board whether or not same should be approved prior to their being filed with the
appropriate regulatory authorities. The Committee shall also review the interim financial statements. With
respect to the annual audited financial statements, the Committee shall discuss significant issues regarding
accounting principles, practices, and judgments of management with management and the external auditors
as and when the Committee deems it appropriate to do so. The Committee shall satisfy itself that the
information contained in the annual audited financial statements is not significantly erroneous, misleading
or incomplete and that the audit function has been effectively carried out.

2. The Committee shall review management’s discussion and analysis relating to annual and interim financial
statements, earnings press releases, and any other public disclosure documents that are required to be
reviewed by the Committee under any applicable laws prior to their being filed with the appropriate
regulatory authorities.

3. The Committee shall meet no less frequently than annually with the external auditors and the Chief
Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the Corporation in
charge of financial matters, to review accounting practices, internal controls and such other matters as the
Committee, Chief Financial Officer or, in the absence of a Chief Financial Officer, with the officer of the
Corporation in charge of financial matters, deems appropriate.

4. The Committee shall be satisfied that adequate procedures are in place for the review of the Corporation’s
public disclosure of financial information extracted or derived from the Corporation’s financial statements
other than earnings press releases, and periodically assess the adequacy of these procedures.

5. The Committee shall establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding
accounting, internal accounting controls or auditing matters; and

(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding
questionable accounting or auditing matters.

6. The Committee shall inquire of management and the external auditors about significant risks or exposures,
both internal and external, to which the Corporation may be subject, and assess the steps management has
taken to minimize such risks.

MBDOCS_3616708.4 C-2
7. The Committee shall review the post-audit or management letter containing the recommendations of the
external auditors and management’s response and subsequent follow-up to any identified weaknesses.

8. The Committee shall ensure that there is an appropriate standard of corporate conduct including, if
necessary, adopting a corporate code of ethics for senior financial personnel.

9. The Committee shall provide oversight to related party transactions entered into by the Corporation.

C. Other Responsibilities

The Committee shall perform any other activities consistent with this Charter and governing law, as the Committee
or the Board deems necessary or appropriate.

IV. COMPOSITION AND MEETINGS

1. The Committee and its membership shall meet all applicable legal, regulatory and listing requirements,
including, without limitation, securities laws, the listing requirements of any stock exchange or stock
exchanges or other trading facilities, if any, on which the common shares in the capital of the Corporation
are then listed and/or posted for trading, the Business Corporations Act (Ontario) and all applicable
securities regulatory authorities.

2. The Committee shall be composed of three or more directors as shall be designated by the Board from time
to time, one of whom shall be designated by the Board to serve as Chair.

3. The Committee shall meet at least quarterly, at the discretion of the Chair or a majority of its members, as
circumstances dictate or as may be required by applicable legal or listing requirements. A minimum of two
and at least 50% of the members of the Committee present either in person or by telephone shall constitute
a quorum.

4. If within one-half of an hour of the time appointed for a meeting of the Committee, a quorum is not present,
the meeting shall stand adjourned to the same time on the next business day following the date of such
meeting at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not present
within one-half of an hour of the time appointed for such adjourned meeting, such meeting shall stand
adjourned to the same time on the next business day following the date of such meeting at the same place.
If at the second adjourned meeting a quorum as hereinbefore specified is not present, the quorum for the
adjourned meeting shall consist of the members then present.

5. If and whenever a vacancy shall exist, the remaining members of the Committee may exercise all of its
powers and responsibilities so long as a quorum remains in office.

6. The time and place at which meetings of the Committee shall be held, and procedures at such meetings,
shall be determined from time to time by, the Committee. A meeting of the Committee may be called by
letter, telephone, facsimile, email or other communication equipment, by giving at least 48 hours notice,
provided that no notice of a meeting shall be necessary if all of the members are present either in person or
by means of conference telephone or if those absent have waived notice or otherwise signified their consent
to the holding of such meeting.

7. Any member of the Committee may participate in a meeting of the Committee by means of conference
telephone or other communication equipment, and the member participating in a meeting pursuant to this
paragraph shall be deemed, for purposes hereof, to be present in person at the meeting.

8. The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee
may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.

MBDOCS_3616708.4 C-3
9. The Committee may invite such officers, directors and employees of the Corporation and its subsidiaries as
it may see fit, from time to time, to attend meetings of the Committee.

10. Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of
the Committee called for such purpose. Actions of the Committee may be taken by an instrument or
instruments in writing signed by all members of the Committee, and such actions shall be effective as
though they had been decided by a majority of votes cast at a meeting of the Committee called for such
purpose. All decisions or recommendations of the Committee shall require the approval of the Board prior
to implementation.

MBDOCS_3616708.4 C-4
 CADILLAC VENTURES INC.

(formerly Blue Power Energy Corporation)

(the “Corporation”)

Procedures for Receipt of Complaints and Submissions

Relating to Accounting Matters

1. The Corporation shall inform employees on the Corporation’s intranet if there is one, or via a newsletter or
e-mail that is disseminated to all employees at least annually, of the officer (the “Complaints Officer”)
designated from time to time by the Audit Committee to whom complaints and submissions can be made
regarding accounting, internal accounting controls or auditing matters or issues of concern regarding
questionable accounting or auditing matters.

2. The Complaints Officer shall be informed that any complaints or submissions so received must be kept
confidential and that the identity of employees making complaints or submissions shall be kept confidential
and shall only be communicated to the Audit Committee or the Chair of the Audit Committee.

3. The Complaints Officer shall be informed that he or she must report to the Audit Committee as frequently
as such Complaints Officer deems appropriate, but in any event no less frequently than on a quarterly basis
prior to the quarterly meeting of the Audit Committee called to approve interim and annual financial
statements of the Corporation.

4. Upon receipt of a report from the Complaints Officer, the Audit Committee shall discuss the report and
take such steps as the Audit Committee may deem appropriate.

5. The Complaints Officer shall retain a record of a complaint or submission received for a period of six years
following resolution of the complaint or submission.

MBDOCS_3616708.4 C-5
 CADILLAC VENTURES INC.

(formerly Blue Power Energy Corporation)

(the “Corporation”)

Procedures for Approval of Non-Audit Services

1. The Corporation’s external auditors shall be prohibited from performing for the Corporation the following
categories of non-audit services:

(a) bookkeeping or other services related to the Corporation’s accounting records or financial
statements;

(b) financial information systems design and implementation;

(c) appraisal or valuation services, fairness opinion or contributions-in-kind reports;

(d) actuarial services;

(e) internal audit outsourcing services;

(f) management functions;

(g) human resources;

(h) broker or dealer, investment adviser or investment banking services;

(i) legal services;

(j) expert services unrelated to the audit; and

(k) any other service that the Canadian Public Accountability Board determines is impermissible.

2. In the event that the Corporation wishes to retain the services of the Corporation’s external auditors for tax
compliance, tax advice or tax planning, the Chief Financial Officer of the Corporation or officer of the
Corporation in charge of financial matters shall consult with the Chair of the Audit Committee, who shall
have the authority to approve or disapprove on behalf of the Audit Committee, such non-audit services. All
other non-audit services shall be approved or disapproved by the Audit Committee as a whole.

3. The Chief Financial Officer of the Corporation or officer of the Corporation in charge of financial matters
shall maintain a record of non-audit services approved by the Chair of the Audit Committee or the Audit
Committee for each fiscal year and provide a report to the Audit Committee no less frequently than on a
quarterly basis.

MBDOCS_3616708.4 C-6
 APPENDIX D

DIRECTORSHIPS IN OTHER PUBLIC ISSUERS

CADILLAC VENTURES INC.

(the “Corporation”)

Name of Director Name of Public Issuer

Neil Novak Spider Resources Inc.
Noront Resources Ltd.
Simberi Mining Corporation
UC Resources Ltd.
Maurice Stekel Iberian Minerals Corp.
Noront Resources Ltd.
Simberi Mining Corporation
Michael S. Harrington KWG Resources Inc.
SGV Resources Inc.

MBDOCS_3616708.4 D-1