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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 third quarter ended February 29, 2008. 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 years ending May 31, 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.
During the three months ended February 29, 2008 the Company successfully raised a
total of $540,400 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 also
announced during the quarter that subject to regulatory approval it intends to conduct a
$2.0 million private placement at $0.64 per share which is expected to close during the
fourth quarter. The proceeds from this proposed financing will be used for exploration
expenditures and general working capital purposes.
During the quarter Cadillac as operator had expended $1,500,000 on the Burnt Hill
project to December 31, 2007 all of which has been funded by Noront Resources Inc. as
per the amended terms of the joint venture agreement. The Company is encouraged by
the results of this expenditure program which are discussed in more detail in Section 1.4.
Subsequent to the period end Cadillac announced that it had earned a 51% interest in
the Burnt Hill Project from Noront having satisfied the conditions as set out in its press
release of April 4, 2007 including the issuing to Noront of 1,875,000 shares of Cadillac
on March 25, 2008. Cadillac’s share of expenditure on the Burnt Hill property during the
third quarter amounted to $ 233,415. The Company has an option to earn a further 14%
interest in Burnt Hill through the payment to Noront of $500,000 in either cash or
common shares as determined by Cadillac.
The Company also completed the current phase of its exploration program on its 100%
owned New Alger project during the period and expended $72,498 during the quarter.
The Company was also in receipt of Quebec refundable tax credits and mining duty
refunds amounting to $90,262 which has been offset against New Alger project
expenditures.
Additional Information
Cadillac Ventures Inc. incurred a net loss of $179,863 before Future income tax recovery
for the three months ended February 29, 2008 compared to a net loss of $172,054
before Future income tax recovery for the three months ended February 28, 2007. This
increase of $7,809 in the net loss for the third quarter of 2008 over the same period a
year ago resulted mainly from increased shareholder relations and flow-through interest
charges offset by a decrease in stock-option compensation costs. The expenses
incurred by the Company are detailed under Operations in Section 1.16. The Future
income tax recovery for the current quarter amounted to $156,716 compared to
$287,244 for the corresponding period of 2007. Future income tax recovery arises from
the issue of flow through common shares by the Company during the 2007 calendar
year whereby the exploration expenses from these proceeds are renounced. This
renunciation creates a future income tax recovery which is reflected in the third quarter
Consolidated Statement of Loss. This results in a net loss for the three months ended
February 29, 2008 of $23,147 compared to a net income of $115,190 for the
corresponding period of 2007. The Company incurred a net loss of $443,653 before
Future income tax recovery of $156,716 for the nine months ended February 29, 2008
which compares with a net loss of $322,612 before Future income tax recovery of
$287,244 for the corresponding period of 2007. The increase of $121,041 in this net loss
for the nine months ended February 29, 2008 over the corresponding period of 2007 is
mainly as a result of increased stock-option compensation costs, shareholder relations
costs and general and flow-through interest charges. Cadillac incurred a net loss after
Future income tax recovery of $286,937 for the nine months ended February 29, 2008
which compares with a net loss of $35,368 for the corresponding period of 2007.
The Company announced during the quarter that it raised a total of $540,400 in flow
through funds through the non-brokered private placement of 675,000 shares at a price
of $0.80 per share. The proceeds of this placement will be used to fund future
exploration. The Company also announced during the quarter that subject to regulatory
approval it intends to conduct a $2.0 million non-brokered private placement at $0.64 per
share which is expected to close during the fourth quarter. The proceeds from this
proposed financing will be used for exploration expenditures and general working capital
purposes.
During the quarter Cadillac continued its exploration programs both as operator on the
Burnt Hill joint venture project with Noront Resources Inc. and on its 100%owned New
Alger project.
The Burnt Hill project had expended $1,500,000 in exploration expenditure during the
Fall 2007 exploration season to December 31, 2007 which under the terms of the
amended Joint Venture Agreement has been funded by Noront Resources Inc. The
Burnt Hill Project was found to contain widespread tungsten and molybdenite
mineralization in multiple zones along and across strike and down dip from historically
defined mineralization. Subsequent to February 29th the Company announced the
results of this expenditure program. Details of the expenditure program and the results of
the drill program are set out in the Company’s March 25, 2008 press release and in the
43 – 101 Report filed on Sedar website at www.sedar.com on April 7, 2008. The
Company is encouraged by the results of this program and intends to further develop the
Burnt Hill project in the summer of 2008 exploration season. Once completed this
program will enable a resource estimate to be updated on Burnt Hill.
Subsequent to the period end Cadillac announced that it had earned a 51% interest in
the Burnt Hill Project from Noront having satisfied the conditions set out in its press
release of April 4, 2007 including the issuing to Noront of 1,875,000 shares of Cadillac
on March 25, 2008. Cadillac’s share of expenditure on the Burnt Hill property during the
third quarter amounted to $286,024. The Company has an option to earn a further 14%
interest in Burnt Hill through the payment to Noront of $500,000 in either cash or
common shares as determined by Cadillac.
The Company completed the current phase of its exploration program on its 100%
owned New Alger project during the quarter and expended $72,498 during the three
month period. The Company was also in receipt of Quebec refundable tax credits and
mining duty refunds amounting to $90,262 which have been offset against New Alger
project expenditures. Cadillac is currently assessing the results of its New Alger
expenditure program which will allow the 2008 expenditure plan to be finalized.
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
There was a loss of $23,147 during the quarter ended February 29, 2008 which included
a Future income tax recovery credit of $156,716 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 these
investors. The loss prior to Future income tax recovery amounted to $179,863 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 fiscal 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. 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 will result in increased operating costs
going forward.
1.6 Liquidity
The Company announced during the quarter that it had raised a total of $540,400 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 also announced during the quarter
that subject to regulatory approval it intends to conduct a $2.0 million non-brokered
private placement at $0.64 per share which is expected to close during the fourth
quarter. The proceeds from this proposed financing will be used for exploration
expenditures and general working capital purposes.
The Company is continuing its efforts to raise funds for future developments and
operations and to meet its ongoing obligations as they arise. There is however, no
assurance that the Company will be successful in its efforts, in which case, the Company
may not be able to meet its obligations. The consolidated financial statements have
been prepared on a going concern basis as discussed in Note 1 of the February 29,
2008 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 February 29, 2008 the Company had the following capital requirements under existing
arrangements.
a) Accounts payable in the normal course of business.
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 nine months ended
February 29, 2008, the fees paid to Billiken totalled $18,655 and $59,178 (three and nine
months ended February 28, 2007 - $3,089). As at February 29, 2008, there was a
balance owing of $267,751 to Billiken from the Company (As of May 31, 2007, $11,439
was due to the Company from Billiken).
During the three and nine months ended February 29, 2008, consulting fees
paid/payable to the former President/CEO, currently the corporate secretary and a
director of the Company amounted to $6,000 and $26,000 (three and nine months
ended February 28, 2007 - $12,000 and $31,000).
For the three and nine months ended February 29, 2008, consulting fees of $20,000 and
$25,000 were paid to a company controlled by the current President and CEO of the
Company (three and nine months ended February 28, 2007 - $75,000 and $90,000).
As at February 28, 2007, 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 purchases were all made on the same terms and conditions as
other subscribers to those financings.
Cadillac did not rely on any critical accounting estimates in the most recent quarter.
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.
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
New Alger Propery - Quebec 29-Feb-08 28-Feb-07 31-May-07 (April 28, 2006)
Expenses
Accounting and Corporate
Services 12,727 11,060 29,147 25,383
Consulting fees 42,500 0 92,000 15,000
Legal and audit 5,837 12,570 32,418 63,562
Management fees 0 42,500 0 76,600
Stock based compensation 29,120 85,000 129,076 85,000
Office and general 20,175 9,685 31,812 15,253
Shareholder relations 34,120 11,239 93,816 41,814
Flow-through interest charges 35,384 0 35,384 0
---------------- ---------------- ---------------- ----------------
Net loss before the following 179,863 172,054 443,653 322,612
Less: future income tax recovery (156,716) (287,244) (156,716) (287,244)
---------------- ---------------- ---------------- ----------------
(Income) or loss for the period 23,147 (115,190) 286,937 35,368
========= ========= ========= =========
Cadillac is traded on the CNQ under the symbol CDEX. On February 29, 2008 there
were 26,376,989 shares issued, 2,460,000 stock options outstanding expiring from
December 2011 to October 2012, and 5,946,545 warrants outstanding expiring from
June to December 2008.
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.
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
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
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.
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.