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CADILLAC VENTURES INC.

– MANAGEMENT’S DISCUSSION AND ANALYSIS

Fiscal year ended May 31, 2007

Introduction

This is the management discussion and analysis (“MD&A”) of results, operations and
financial condition of Cadillac Ventures Inc. (“Cadillac” or the “Company”)) (formerly Blue
Power Energy Corporation) the operating and financial results of the Company for the
fiscal year ended May 31, 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 fiscal year
ended May 31, 2007, 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 the Fiscal Year

During the fiscal year ended May 31, 2007 the Company made numerous
developmental strides. Your Company became listed, and publicly quoted for trading on
the CNQ Exchange, during May of 2007. Additionally the Company acquired an option
on the Burnt Hill Project in New Brunswick, a known historic tungsten occurrence, and
completed the target selection process in preparation for a summer/fall season of activity
at the New Alger Project near Cadillac, Quebec. During April of 2007 Mr. Michael S.
Harrington joined the Board of Cadillac, bringing to the Company over 4 decades of
experience in the mining industry.

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 August 1, 2007.

1.2 Overall Performance

The Company incurred a net loss in the period of $423,428 in fiscal 2007 as opposed to
a net loss of $37,001 for fiscal 2006. The increase in the loss during the period is
reflective of the increased level of activity of the Company during the period, and the
issuance of stock options in the capital of the Company to officers, directors and
consultants. The expenses incurred by the Company are detailed under Operations in
Section 1.15. The Company has seen an increase in operating expenses in every
quarter, in addition to the stock based compensation category. During the fourth quarter
the Company paid consulting fees to professionals in conjunction with project acquisition
and program planning for the Company’s exploration program. The Company has
experienced this increase in expenses at the same time that the Company has raised
further funds for operations, and increased the asset base of the Company. The
Company expects that ongoing expenses will continue at these levels at a minimum, but
more likely will increase as the project activity level of the Company increases. The
Company intends to continue to raise equity funds in order to meet these expenses,
should the Company be unable to raise these funds on an ongoing basis its ability to
continue its business could be affected.

1.3 Selected Annual Information

Year Year
Selected Annual Information Year Ended Ended Ended
31-May- 31-May-
31-May-07 06 05

Interest and other income 0 0 2,446

Income or Loss (In Total) -423,428 -37,001 -61,780


Income or Loss\per Share Basic (Note 1) -0.02 -0.01 -0.08
Income or Loss\per Share Diluted (Note 1) -0.02 -0.01 -0.08

Total Assets 2,024,066 411,914 4,040

Total Long Term Financial Liabilities 0 0 0

Cash Dividends Declared 0 0 0

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 have been restated accordingly.

1.4 Results of Operations

2007 Financing Activities

Date Amount Stated Use of Proceeds Actual Use of Proceeds


Raised
June $125,000.00 Working Capital As stated
2006
Oct $144,000.00 Eligible Exploration Expenses Expended as stated
2006 flow through
Dec $651,250 flow Eligible Exploration Expenses Expenditure ongoing as
2006 through stated
Dec $378,500 Working Capital Requirements As stated
2006
May $615,600 General Working Capital As stated
2007 Purposes

Fiscal Year Project Activity Summary


During the fiscal year the Company acquired the option agreement on the Burnt Hill
Project, during the period the Company did not carry out any project activities on the
properties, subsequent to the period, in July 2007, operations began on the Burnt Hill
Project consisting of the initial mapping of the McLean Brook, Tin Hill and Todd
Mountain claims. It is anticipated that drilling will commence on both the Burnt Hill claim,
and the other 3 claims, with 2 drill rigs working, in late August/early September 2007.
The Company completed the IP survey program with requisite linecutting on the New
Alger Property, and has selected drill targets for the property. Subsequent to the period
the Company has commenced operations on the project with a project geologist collating
and compiling the historical exploration information, with the aim of building a 3d model
of the historic underground development, prior to the commencement of a drill program,
anticipated to be in late August/early September of 2007.

1.5 Summary of Quarterly Results

Fourth Third Second First


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

Interest and other income 0 0 0 0

Income or Loss (Total) -388,060 115,190 -104,562 -45,996


Income or Loss\per Share Basic (Note 1) -0.02 0.01 -0.01 0.00
Income or Loss\per Share Diluted (Note 1) -0.02 0.01 -0.01 0.00

Note 1 - Earnings per share reflects a 1 for 5 common share consolidation that occurred
during the year ended May 31, 2006.

Fourth Third Second First


Quarter Quarter Quarter Quarter
31-May- 28-Feb- 30-Nov- 31-
06 06 05 Aug-05

Interest and other income 0 0 0 0

Income or Loss (Total) -48,432 43,303 -18,119 -13,753


Income or Loss\per Share Basic (Note 1) -0.01 0.00 0.00 0.00
Income or Loss\per Share Diluted (Note 1) -0.01 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 fourth quarter of 2007 there is a loss to the Company of $388,060, in part due to
the stock based compensation cost of $268,500 and the consulting fees cost of $91,100.
With the exception of the third quarter of 2007, which reflects the renouncement of flow-
through exploration charges, each quarter has reflected a steadily increasing level of
losses, While the expenses detailed in Section 1.15 have fluctuated as against the
same period in 2006, in general the activity level, the financing transactions, and the
shareholder base of the Company have all increased, all of which affect the operating
costs of the Company. The Company has also obtained a listing on the CNQ, which has
incurred legal fees and regulatory filing fees, and will continue to do so on an ongoing
basis. Additionally, as a subsequent event to the period, the Company obtained the
option on the Burnt Hill Project, and the Company will incur expenses related to this
matter as well.

1.6 Liquidity

Cadillac Ventures Inc. had a cash balance of $1,305,811 as at May 31, 2007 compared
with a cash balance of $123,717 as at May 31, 2006. At May 31, 2007 the Company
also held mineral property assets with a cost value of $616,556 compared with $277,842
at May 31, 2006. These are included in total assets of $2,024,066 at May 31, 2007as
compared to $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 Burnt Hill
option. Against this positive cash balance and asset base the Company has liabilities
which total $93,050 at May 31, 2007, increased from $91,977 at May 31, 2006. These
are comprised of various professional fees and costs associated with the ongoing
operations of the Company, and are higher during the period due to the timing of various
invoices and payments.

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 May 31, 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 31, 2007 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 twelve
months ended May 31, 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 fiscal year of 2007 the Company has paid
no fees in conjunction with this matter, in the fiscal year of 2006 the Company paid
$6,000.

As of May 31, 2007, pursuant to the financing disclosed in Note 6(a)(vi) of the
Consolidated Financial Statements for the year ended May 31, 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 former Secretary and a former 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
one third of the 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 fiscal
year 2007. At May 31, 2007 there was a balance due to the Company of $11,439.

During the year, management and consulting fees for directors, officers and insiders of
the Company 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
Company - $43,000; and Nicole Brewster, the former Secretary and a former director of
the Company - $27,600. 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

The fourth quarter of fiscal 2007 saw and increase over the fourth quarter of fiscal 2006
in the ares of consulting fees and stock based compensation. This is due to the
Company paying cumulative consulting charges related to the design of a program for
NewAlger, and the identification of drill targets for this program, as well as technical
advice regarding the acquisition of additional properties for the Company, which resulted
in the Burnt Hill option acquisition, noted as a subsequent event.

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 or


Exploration

Capitalized Costs - Mineral Properties

Cumulative Since
Balance Balance Inception of the
Development
At At Stage
New Alger Propery 31-May-07 31-May-06 (April 28, 2006)

Acquisition cost 75,000 75,000 75,000


Assays 202 0 202
Claim maintenance 13,156 0 13,156
IP Surveys 136,722 0 136,722
Geological 75,000 0 75,000
Consulting 1,658 0 1,658
Line Cutting 30,690 0 30,690
Taxes 10,686 10,686 10,686
Goodwill 183,419 183,419 183,419
Management fees 3,089 0 3,089
Other 14,370 11,173 14,370
-------------- ------------------- ------------------------
543,992 280,278 543,992
Less Quebec refundable tax credits
and mining duty refunds. -2,436 -2,436 -2,436
-------------- ------------------- ------------------------
541,556 277,842 541,556
========= =========== =============

Capitalized Costs - Mineral Properties

Cumulative Since
Balance Balance Inception of the
Development
At At Stage
Burnt Hill Property 31-May-07 31-May-06 (April 28, 2006)

Acquisition cost 75,000 0 75,000


616,556 277,842 616,556

Fourth Fourth Year


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

Expenses
Accounting and Corporate Services 5,555 8,770 29,445
Consulting fees 91,100 0
Legal and audit 73,363 13,703 17,986
Management fees -73,100 0 6,892
Office and general 11,221 673 3,918
Shareholder relations 19,173 25,489 39,983
Stock based compensation 268,500 0
Flow-through tax expense -7,752

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


Net loss before the following 388,060 48,635 98,224
Less: interest and other income 0 -203 0
Less: future income tax recovery 0 -61,223
------------------- ---------------- ----------------
Loss for the period 388,060 48,432 37,001

=========== ========= =========

Disclosure of Outstanding Share Data

At May 31, 2007 the Company had 23,101,489 common shares outstanding, 5,946,545
warrants to purchase common shares outstanding, and 2,200,000 options outstanding.

* Refer to Notes to the Consolidated Financial Statements for May 31, 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 of 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.