CADILLAC VENTURES INC.

– MANAGEMENT’S DISCUSSION AND ANALYSIS

Second Quarter ended November 30, 2007

Introduction

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

Overview of Second Quarter

Cadillac Ventures Inc. reported during the second quarter that Mr. Norman Brewster had
been appointed President and CEO and elected to the Board of Cadillac. Mr. Brewster
brings his extensive experience in the management of public and private mineral
exploration and exploitation companies, in addition to his vast experience as a
professional geologist, to the Company.

During the second quarter Cadillac issued 2,500,000 common shares to Noront
Resources Inc. under the terms of the amended Burnt Hill option agreement whereby
Noront undertook to fund $1,500,000 in exploration spending on the project prior to
December 31, 2007. Cadillac also reported that in conjunction with Noront it had signed
a License Agreement with J.D. Irving Limited in connection with land usage during the
exploration phase of the Burnt Hill Project and will remain in force until June 30, 2008.
The Company anticipates that $1,500,000 will have been expended on Burnt Hill prior to
December 31, 2007. The Company also commenced an exploration drilling program on
its 100% owned New Alger project and expended $602,916 on New Alger during the
quarter.

The Company announced two proposed private placement financings during the quarter.
These proposed financings would be by way of both flow–through funding of up to
$1,500,000 and non flow-through funding of up to $3,000,000. As a subsequent event
the Company reported on January 3, 2008 that it had raised a total of $540,000 in flow-
through funds which would be utilized to fund future exploration.

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 January 25, 2008.

1.2 Overall Performance

Cadillac Ventures Inc. incurred a net loss in the second quarter of $201,888 compared to
a net loss of $104,562 for the three months ended November 30, 2006. The increase in
the net loss of $97,326 for the second quarter of 2007 over the same period a year ago
resulted mainly from increased stock-option compensation costs. The expenses incurred
by the Company are detailed under Operations in Section 1.16. The Company has
experienced an increase in quarterly operating expenses over a number of quarters at
the same time as the Company has been expanding its activities. The Company expects
that ongoing expenses will continue at these levels, and/or 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.

The Company incurred a net loss of $263,790 for the six months ended November 30,
2007 which compares with a net loss of $150,558 for the corresponding period of 2006.
The increase in the net loss for the six months ended November 30, 2007 over the
corresponding period of 2006 is mainly as a result of increased stock-option
compensation costs.

1.3 Selected Annual Information

Not applicable to quarterly MD&A

1.4 Results of Operations

First Quarter Financing Activities

The Company announced two proposed private placement financings during the quarter.
These proposed financings would be by way of both flow–through funding of up to
$1,500,000 and non flow-through funding of up to $3,000,000. As a subsequent event
the Company reported on January 3, 2008 that it had raised a total of $540,000 in flow-
through funds which would be utilized to fund future exploration.

First Quarter Project Activity Summary

Cadillac continued its exploration programs for both the Burnt Hill joint venture project
with Noront and its 100% New Alger project which included drill programs to both test
historically reported results and carry out exploration programs on each property. The
Company issued 2,500,000 common shares to Noront during the quarter under the
terms of the Burnt Hill amended option agreement whereby Noront undertook to fund
$1,500,000 in exploration spending on the project prior to December 31, 2007. The
Company anticipates that $1,500,000 will have been expended on Burnt Hill prior to
December 31, 2007. Cadillac also reported that in conjunction with Noront it had signed
a License Agreement with J.D. Irving Limited in connection with road usage during the
exploration phase of the Burnt Hill Project and will remain in force until June 30, 2008.
The Company also commenced an exploration drilling program on its 100% owned New
Alger project and expended $ 602,916 on New Alger during the quarter. The
expenditures incurred by the Company are detailed under Note 4(c) in the November 30,
2007 Financial Statements.
Subsequent to the period end the Company announced that it had completed the fall
exploration program at both projects and were awaiting the results of drilling samples
sent for processing. On receipt of the results the Company will then plan the 2008
programs at both properties.

1.5 Summary of Quarterly Results

Second First Fourth Third

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

Interest and other income 0 0 0 0

Income or Loss (Before Discontinued

Operations and Extraordinary Items) (201,888) (61,902) (388,060) 115,190
Income or Loss\per Share Basic (Note 1) (0.01) 0.00 (0.02) 0.01
Income or Loss\per Share Diluted (Note 1) (0.01) 0.00 (0.02) 0.01

Income or Loss (Total) (201,888) (61,902) (388,060) 115,190

Income or Loss\per Share Basic (Note 1) (0.01) 0.00 (0.02) (0.01)
Income or Loss\per Share Diluted (Note 1) (0.01) 0.00 (0.02) (0.01)
Note 1 - Earnings per share reflects a 1 for 5 common share consolidation that occurred during the year
ended May 31, 2006.
Second First Fourth Third
Quarter Quarter Quarter Quarter
30-Nov-06 31-Aug-06 31-May-06 28-Feb-06

Interest and other income 0 0 0 0

Income or Loss (Before Discontinued

Operations and Extraordinary Items) (104,562) (45,996) (48,432) 43,303
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

Income or Loss (Total) (104,562) (45,996) (48,432) 43,303

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 Feb 28, 2006 have been restated accordingly.

There was a loss of $201,888 during the quarter ended November 30, 2007 which,
allowing for the Stock-option compensation cost of $99,956 incurred during the quarter
and with the exception of quarters three and four of the year ending May 31, 2007, was
broadly in line with the trend of increasing losses incurred in earlier quarters.
During the fourth quarter of fiscal 2007 there was a loss of $388,060. This increase
being mainly attributable to stock based compensation totaling $268,500 and increased
professional fees during the quarter. In the third quarter of 2007 there was net income to
the Company of $115,190 as a result of the accounting for the future income tax
recovery of $287,244 in conjunction with the renouncement of flow through exploration
charges. The timing of this renouncement is approximately February of each year.
Renouncements occur each year there is flow through money raised and renounced to
investors in order to create a flow through tax credit for flow through investors. Excluding
this income tax recovery there was an increased loss in the quarter due mainly to an
increase in management fees of $42,500 and an increase in stock-based compensation
of $85,000.

The increasing activity level of the Company together with it’s listing on the CNQ will
result in increased operating costs going forward.

1.6 Liquidity

Cadillac Ventures Inc. reported a working capital of $ 374,489 at November 30,2007

compared with a working capital of $ I,314,460 as at May 31,2007 and $ 318,107 at
November 30,2006.The Company had a cash balance of $643,286 as at November 30,
2007, compared with a cash balance of $1,305,811 as at May 31, 2007 and $310,535 at
November 30, 2006. At November 30, 2007 the Company also held mineral property
assets with a cost value of $ 2,892,693 compared with $ 616,556 at May 31, 2007 and
$ 342,772 at August 31, 2006. These are included in total assets of $ 3,545,221 at
November 30, 2007 compared to $ 2,024,066 at May 31, 2007 and $ 725,789 at
November 30, 2006. These amounts are a direct reflection of the financing activities
undertaken by the Company together with both the acquisition of the Company’s wholly
owned subsidiary which holds the New Alger Property and the joint venture with Noront
Resources Inc. whereby Cadillac can earn an initial 51% and ultimately up to a 65%
interest in the Burnt Hill project through a combination of works and payments to Noront.
Against this positive cash balance and asset base the Company has liabilities which total
$278,039 at November 30, 2007, compared to $ 93,050 at May 31, 2007 and $ 64,910
at November 30, 2006. These are comprised of mineral property expenditures, various
professional fees and costs associated with the re-organization, consolidation and
requisite filings incurred in conjunction with the newly active status of the Company.

As a subsequent event the Company announced on January 3, 2008 that it had raised a
total of $540,000 in flow through funds to fund future exploration through the non-
brokered placement of 675,000 shares at a price of $0.80 per share.

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 November 30,
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.
1.6 Capital Resources

At November 30, 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 engaged Billiken Management Services Inc. (“Billiken”) to manage
the New Alger Property. Billiken charges a fee for this service. The former
President/CEO, currently the corporate secretary and a director of the Company holds a
15% interest in Billiken through a private company. For the three and six months ended
November 30, 2007, the fees paid to Billiken totalled $38,837 and $40,523 (three and six
months ended November 30, 2006 - $3,089). As at November 30, 2007, there was a
balance owing of $173,521 to Billiken from the Company (As of May 31, 2007, $11,439
was due to the Company from Billiken).

During the three and six months ended November 30, 2007, consulting fees paid/payable
to the former President/CEO, currently the corporate secretary and a director of the
Company amounted to $4,000 and $20,000 (three and six months ended November, 2006
- $19,000).

For the three and six months ended November 30, 2007, consulting fees of $5,000 were
paid to a company controlled by the current President and CEO of the Company (three
and six months ended November 30, 2006 - $15,000).

As at November 30, 2006, pursuant to a financing disclosed in Note 6(a)(vi) of the May
31, 2007 audited consolidated financial statements, 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 former President/CEO, corporate secretary and a director of the
Company – 62,500 units: and Norm Brewster, the President/CEO of the Company –
250,000 units. These units purchased under the same terms and conditions as other
participants in the financing.

These transactions have been measured at the exchange amount.

1.10 Fourth Quarter

Not applicable to interim MD&A.

1.11 Proposed Transactions

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

1.12 Critical Accounting Estimates

Cadillac did not rely on any critical accounting estimates in the most recent quarter.

1.13 Changes in Accounting Policies Including Initial Adoption

There have been no changes in accounting policies during the period.

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 Control Disclosures

Management accepts responsibility for the reliability and timeliness of the information
disclosed and has ensured that there are disclosure controls and procedures in place
which provide reasonable assurance that material information relating to Cadillac is
disclosed on a timely basis, particularly information relevant to the period in which
annual and interim filings are being prepared.

1.16 Other MD&A Requirements

Additional Disclosure for Venture Issuers without Significant Revenue

Exploration
Capitalized Costs - Mineral Properties

Cumulative Since
Balance Balance Balance Inception of the
At At At Development Stage
New Alger Propery - Quebec 30-Nov-07 30-Nov-06 31-May-07 (April 28, 2006)

Acquisition cost 75,000 75,000 75,000 75,000

Assays 3,559 202 202 3,559
Claim maintenance 33,675 13,724 23,842 33,675
Drilling 542,621 0 0 542,621
IP Surveys 139,561 25,000 136,722 139,561
Geological 136,847 0 75,000 136,847
Consulting 16,905 0 1,658 16,905
Line Cutting 30,690 30,690 30,690 30,690
Goodwill 183,419 183,419 183,419 183,419
Management fees 6,181 3,089 3,089 6,181
Travel and related costs 16,984 0 0 16,984
Other 34,687 14,084 14,370 34,687
----------------------- ----------------------- ----------------------- ----------------------------
1,220,129 345,208 543,992 1,220,129
Less Quebec refundable tax credits
and mining duty refunds. -2,436 -2,436 -2,436 -2,436
----------------------- ----------------------- ----------------------- ----------------------------
Total New Alger Property 1,217,693 342,772 541,556 1,217,693
----------------------- ----------------------- ----------------------- ----------------------------

Burnt Hill Property - New Brunswick

Acquisition cost 1,675,000 0 75,000 1,675,000

----------------------- ----------------------- ----------------------- ----------------------------
1,675,000 0 75,000 1,675,000
----------------------- ----------------------- ----------------------- ----------------------------

Total Mineral Property Costs 2,892,693 342,772 616,556 2,892,693

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

Operations 3 Months 3 Months 6 Months 6 Months

30-Nov-07 30-Nov-06 30-Nov-07 30-Nov-06

Expenses
Accounting and Corporate
Services 8,220 11,466 16,420 14,323
Consulting fees 25,500 15,000 49,500 15,000
Legal and audit 26,581 26,803 26,581 50,992
Management fees 0 30,600 0 34,100
Stock based compensation 99,956 0 99,956 0
Office and general 4,814 2,799 11,637 5,568
Shareholder relations 36,817 17,894 59,696 30,575
---------------- ---------------- ---------------- ----------------
Net loss before the following 201,888 104,562 263,790 150,558
Less: future income tax recovery 0 0 0 0
---------------- ---------------- ---------------- ----------------
(Income) or loss for the period 201,888 104,562 263,790 150,558
========= ========= ========= =========
Disclosure of Outstanding Share Data

Cadillac is traded on the CNQ under the symbol CDEX. On November 30, 2007 there
were 25,601,489 shares issued, 2,400,000 stock options outstanding expiring from
December 2011 to October 2012, and 5,946,545 warrants outstanding expiring from
June to December 2008.

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 concerned with the
prices of Gold, Tungsten and Molybdenum, commodities which fluctuate 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 active in the Provinces of Quebec and
New Brunswick, 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.

FORWARD LOOKING STATEMENTS:

This MD&A contains certain “forward-looking statements” and “forward-looking information”

under applicable securities laws. Except for statements of historical fact, certain information
contained herein constitutes forward-looking statements. Forward-looking statements are frequently
characterized by words such as “plan”, “except”, “project”, “intend”, “believe”, “anticipate”,
“estimate”, and other similar words, or statements that certain events or conditions “may” or “will”
occur. Forward-looking statements are based on the opinions and estimates of management at the
date the statements are made, and are based on a number of assumptions and subject to a variety of
risks and uncertainties and other factors that could cause actual events or results to differ materially
from those projected in the forward-looking statements. Assumptions upon which such forward-
looking statements are based included that transactions will be completed, that all required third
party regulatory and governmental approvals will be obtained. Many of these assumptions are based
on factors and events that are not within the control of the Company and there is no assurance they
will prove to be correct. Factors that could cause actual results to vary materially from results
anticipated by such forward-looking statements include changes in market conditions and other risk
factors discussed or referred to in the annual Management’s Discussion and Analysis for Cadillac
filed with the applicable securities regulatory authorities and available at www.sedar.com. Although
the Company has attempted to identify important factors that could cause actual actions, events or
results to differ materially from those described in forward-looking statements, there may be other
factors that cause actions, events or results not to be anticipated, estimated or intended. There can
be no assurance that forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements. The Company
undertakes no obligation to update forward-looking statements if circumstances or management’s
estimates or opinions should change except as required by applicable securities laws. The reader is
cautioned not to place undue reliance on forward-looking statements.