CADILLAC VENTURES INC.

– MANAGEMENT’S DISCUSSION AND ANALYSIS

First Quarter ended August 31, 2007

Introduction

This is the management discussion and analysis (“MD&A”) of results, operations and
financial condition of Cadillac Ventures Inc. (“Cadillac”) (formerly Blue Power Energy
Corporation) the operating and financial results of the Company for the first quarter
ended August 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 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 First Quarter

During the first quarter the Company amended the Burnt Hill option agreement with
Noront Resources Inc. (“Noront”) such that Noront undertook to fund $1,500,000 in
exploration spending on the Burnt Hill Project. The Company moved forward developing
an exploration program to meet this spending requirement, with the dual goals of proving
historical results in a 43-101 compliant manner and carrying out exploration work on the
property. Initial project preparations were undertaken during the quarter, which
facilitated the subsequent program start up. The amendment to the Burnt Hill option
agreement allowed the Company to prepare a more fulsome budget for the New Alger
project, and similar preparations were undertaken in the period with New Alger in order
to facilitate the subsequent start up of that program.

Subsequent to the period the Company issued to Noront Resources the 2,500,000
common shares called for under the Burnt Hill option agreement. Additionally the
Company was pleased to welcome Mr. Leo O’Shaughnessy to the position of CFO
(press release September 19, 2007) subsequent to the end of the quarter. The
Company is happy to have Mr. O’Shaughnessy and his experience in the mining
industry as Cadillac moves forward with both projects.

Subsequent to the period the Company signed a License Agreement with a J.D. Irving,
Limited company, as discussed in the press release of September 18th, 2007.
Additionally drilling commenced on both projects, with 2 drills turning at Burnt Hill and 1
at New Alger.

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 October 29, 2007.

1.2 Overall Performance

The Company incurred net loss in the first quarter of $61,902 compared to a net loss of
$45,996 for the three months ended August 31,2006. The increase in the net loss of
$15,906 for the first quarter of 2007 over the same period a year ago resulted mainly
from increased administration expenses. 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 that 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.

1.3 Selected Annual Information

Not applicable to quarterly MD&A

1.4 Results of Operations

First Quarter Financing Activities

During the period the Company did not engage in any fundraising activities.

First Quarter Project Activity Summary

As discussed earlier the only project activity carried out in the quarter was preparatory in
nature on both projects, the New Alger and the Burnt Hill. The Company has in place
exploration programs which include drill programs to both test historically reported
results and carry out exploration programs on each property. The Company has
amended the Burnt Hill option agreement with Noront such that Noront will fund the
$1,500,000 in exploration costs which the Company is required to incur as a condition of
earning a 51% interest in the Burnt Hill Project. Once Noront has funded this
requirement the Company will issue a number of shares to be determined representative
of the level of spending, at which point the Company will be deemed to have met one of
the earn-in conditions of the option agreement. The details of the option agreement and
the amendment are more fully explained in the Company’s press release of June 11th
2007.

1.5 Summary of Quarterly Results

First Fourth Third Second

Quarter Quarter Quarter Quarter

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

Interest and other income 0 0 0 0

Income or Loss (Before Discontinued
Operations and Extraordinary Items) (61,902) (388,060) 115,190 (104,562)
Income or Loss\per Share Basic (Note
1) 0.00 (0.02) 0.01 (0.01)
Income or Loss\per Share Diluted (Note
1) 0.00 (0.02) 0.01 (0.01)

Income or Loss (Total) (61,902) (388,060) 115,190 (104,562)

Income or Loss\per Share Basic (Note
1) 0.00 (0.02) (0.01) (0.01)
Income or Loss\per Share Diluted (Note
1) 0.00 (0.02) (0.01) (0.01)
Note 1 - Earnings per share reflects a 1 for 5 common share consolidation that occurred during
the year ended May 31, 2006.

First Fourth Third Second

Quarter Quarter Quarter Quarter

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

Interest and other income 0 0 0 0

Income or Loss (Before Discontinued

Operations and Extraordinary Items) (45,996) (48,432) 43,303 (18,119)
Income or Loss\per Share Basic (Note
1) 0.00 0.00 0.00 0.00
Income or Loss\per Share Diluted (Note
1) 0.00 0.00 0.00 0.00

Income or Loss (Total) (45,996) (48,432) 43,303 (18,119)

Income or Loss\per Share Basic (Note
1) 0.00 0.00 0.00 0.00
Income or Loss\per Share Diluted (Note
1) 0.00 0.00 0.00 0.00
Note 1 - Earnings per share reflects a 1 for 5 common share consolidation that occurred during
the year ended May 31, 2006. Comparative earnings per share for 2005 have been restated
accordingly.
There was a loss of $61,902 during the quarter ended August 31,2007 which, with the
exception of quarters two, 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. During the second quarter of fiscal 2007 the increased level of loss when
compared to earlier quarters was due mainly to increased professional fees.

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. had a cash balance of $1,206,298 as at August 31, 2007,
compared with a cash balance of $1,305,811 as at May 31, 2007 and $175,177 at
August 31, 2006. At August 31, 2007 the Company also held mineral property assets
with a cost value of $689,777 compared with $616,556 at May 31, 2007 and $282,030 at
August 31, 2006. These are included in total assets of $ 2,020,247at August 31, 2007, $
2,024,066 at May 31, 2007 and $466,016 at August 31, 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 acquisition of the Burnt Hill option. Against this positive cash balance
and asset base the Company has liabilities which total $151,133 at August 31, 2007,
$93,050 at May 31, 2007 and $73,075 at August 31, 2006. These are comprised of
various professional fees and costs associated with the re-organization, consolidation
and requisite filings incurred in conjunction with the newly active status of the Company.

The Company is continuing its efforts to raise funds for future developments and
operations and to meet its ongoing obligations as they arise. There is however, no
assurance that the Company will be successful in its efforts, in which case, the Company
may not be able to meet its obligations. The consolidated financial statements have
been prepared on a going concern basis as discussed in Note 1 of the August 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 August 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 paid Billiken Management Services Inc. ("Billiken"), a private
company, in which 20% ownership is held by the President, CEO and director of the
Company, to manage the New Alger Property. Billiken charges a fee of 10% of
expenses incurred on behalf of the Company. For the three months ended August 31,
2007, the fee totaled $1,686 (three months ended August 31, 2006 - $nil). As at August
31, 2007, there was a balance of $115,959 (May 31, 2007 - $11,439) due to the
Company from Billiken representing advances to Billiken against project costs.

During the three months ended August 31, 2007, consulting fees paid/payable to the
President, CEO and director of the Company amounted to $16,000.

As at August 31, 2006, pursuant to the 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 President, CEO and a director of the Company - 62,500 units; and
Norman Brewster, an insider of the Company - 250,000 units.

These transactions have been measured at the Exchange amount.

1.10 Fourth Quarter

Not applicable to interim MD&A.

1.11 Proposed Transactions

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

dispositions.

1.12 Critical Accounting Estimates

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

1.13 Changes in Accounting Policies Including Initial Adoption

There have been no changes in accounting policies 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. The Board of Directors assesses the
integrity of Cadillac’s public financial disclosure controls in place through the supervision
of the Audit Committee.

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
Development
At At At Stage
New Alger Property -
Quebec 31-Aug-07 31-Aug-06 31-May-07 (April 28, 2006)

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

Assays 202 0 202 202
Claim maintenance 13,310 3,038 13,156 13,310
Drilling 50,000 0 0 50,000
IP Surveys 136,722 0 136,722 136,722
Geological 75,000 0 75,000 75,000
Consulting 19,416 0 1,658 19,416
Line Cutting 30,690 0 30,690 30,690
Taxes 10,686 10,686 10,686 10,686
Goodwill 183,419 183,419 183,419 183,419
Management fees 4,775 0 3,089 4,775
Travel and related
costs 1,294 0 0 1,294
Other 16,699 12,323 14,370 16,699
------------------- ------------------- ------------------- ------------------------
617,213 284,466 543,992 617,213
Less Quebec
refundable tax credits
and mining duty
refunds. (2,436) (2,436) (2,436) (2,436)
------------------- ------------------- ------------------- ------------------------
Total New Alger
Property 614,777 282,030 541,556 614,777
 ------------------- ------------------- ------------------- ------------------------

Burnt Hill Property -

New Brunswick

Acquisition cost 75,000 0 75,000 75,000

------------------- ------------------- ------------------- ------------------------
75,000 0 0 75,000
------------------- ------------------- ------------------- ------------------------

Total Mineral Property

Costs $ 689,777 $ 282,030 $ 616,556 $ 689,777
=========== =========== =========== ==============

First First Year

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

Expenses
Accounting and Corporate Services $ 8,200 $ 2,857 $ 30,938
Consulting fees 24,000 0 106,100
Legal and audit 0 24,189 136,925
Management fees 0 3,500 3,500
Stock based compensation 0 0 353,500
Office and general 6,823 2,769 18,722
Shareholder relations 22,879 12,681 60,987
------------------ ------------------ ------------------
Net loss before the following 61,902 45,996 710,672
Less: future income tax recovery 0 0 (287,244)
------------------ ------------------ ------------------
Loss for the period $ 61,902 $ 45,996 $ 423,428
========== ========== ==========

Disclosure of Outstanding Share Data

Cadillac is traded on the CNQ under the symbol CDEX. On August 31st, 2007 there were
23,101,489 shares issued, 2,200,000 stock options outstanding expiring from December
2011 to April 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.