Cadillac Ventures Inc.

CADILLAC VENTURES INC.
– MANAGEMENT’S DISCUSSION AND ANALYSIS
Fiscal year ended May 31, 2008
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, 2008. 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, 2008, as well as the results of 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 the Fiscal Year
The year ended May 31, 2008 was a successful year for Cadillac with regards to both
financing and project exploration activities.
The Company announced in December 2007 that it had raised $ 540,400 in flow-
through funds to be applied to further exploration. Cadillac also announced in April 2008
that it had successfully completed a non-brokered private placement of $2,700,000 with
Trafigura Beheer B.V. (Amsterdam) through the issue of 4,218,750 shares at $0.64 per
share. Trafigura now holds approximately 12.4% of the issued and outstanding shares
of Cadillac.
During the year the Company progressed its exploration programs at both the Burnt Hill
joint venture project with Noront Resources Inc., earning a 51% interest in the project,
and on the Company’s 100% owned New Alger project, with encouraging results on both
projects.
The Company announced in April 2008 that it had earned a 51% interest in the Burnt Hill
project from Noront Resources Inc. having satisfied the conditions of the amended
option agreement including the expenditure of $1,500,000, funded by Noront, on Burnt
Hill with Cadillac as operator together with the subsequent issue by the Company in
March 2008 of 1,875,000 shares to Noront. This share issuance was representative of
the work requirement under the option agreement on Burnt Hill. This share issue was in
addition to the issue of 2,500,000 common shares to Noront which took place in
September 2007, was also one part of the terms of the original agreement whereby
Noront provided Cadillac with an option to acquire a 51% interest in Burnt Hill. 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.
Subsequent to acquiring the 51% interest the Company expended $256,627 to May 31,
2008 on the project.
Cadillac announced the results of the Burnt Hill program in March 2008 and these
results are discussed in Section 1.4 of the MD&A. Cadillac management is encouraged
by the results of the program and intends to further develop the project by drilling the
remaining planned holes which, once completed, should allow the Company to complete
a resource estimate on Burnt Hill.
Expenditure on New Alger during the year amounted to $755,120 gross on an

exploration and drilling program which consisted of a drill program to drill test several
anomalies identified by airborne geophysics and to drill into the historically productive
area of the property. The Company announced the results of the program in May stating
that all holes drilled had returned gold assays. As a subsequent event the Company
announced in July 2008 that drilling would resume on the New Alger property during
2008.
The Company reported during the year that Mr Norman Brewster had been elected
President and CEO and a member of the Board of Cadillac. The Company also reported
that Mr Leo O’Shaughnessy had joined the Company as CFO.
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 25, 2008.
1.2 Overall Performance
Cadillac Ventures Inc. incurred a net loss of $717,216 for the year ended May 31, 2008
compared with a net loss of $423,428 for the year ended May 31, 2007.
The net loss for the year ended May 31, 2008 before future income tax recovery
amounted to $873,932 which compares to $710,672 for the previous year, an increase
of $163,260. The increase in the loss is reflective of the increased level of activity of the
Company during the year and includes increases in Stock-based compensation of
$75,400, Management and consultancy fees of $44,700, Shareholder relations costs of
$ 35,902, Office and general costs of $21,130 and Flow-through interest charges of
$35,384, all offset by a reduction in Legal and audit costs of $49,446. The expenses
incurred by the Company are detailed under Operations in Section 1.15. Future income
tax recovery for the year ended May 31, 2008 amounted to $156,716 compared to
$287,244 for the corresponding period of 2007. Future income tax recovery arose from
the issue of flow-through common shares by the Company during the 2007 calendar
year whereby the exploration expenses from these proceeds were renounced. This
renunciation created a future income tax recovery credit which is reflected in the
Consolidated Statement of Loss for the year. The net loss for the year ended May 31,
2008 after future income tax recovery was $717,216 compared to a net loss of $423,428
for the corresponding period of 2007.
The Company has experienced this increase in operating expenses at the same time
that the Company has been expanding its activities. 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-08 07 06
Interest and other income 5,253 0 0
Income or Loss (In Total) -717,216 -423,428 -37,001

Income or Loss\per Share Basic (Note 1) -0.03 -0.02 -0.01
Income or Loss\per Share Diluted (Note 1) -0.03 -0.02 -0.01
Total Assets 7,273,050 2,024,066 411,914
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
Dec $ 540,400 Eligible Exploration Expenses Exploration expenditure
2007 Flow-Through ongoing as
stated
April $2,700,000 Exploration Expenses and Not yet expended
2008 General Working Capital
Fiscal Year Project Activity Summary
During the year ending May 31, 2008 Cadillac Ventures Inc. progressed its exploration
programs on both the Burnt Hill tungsten and molybdenum joint venture project with
Noront Resources Inc. where the company earned a 51% interest in the project and on
its 100% owned New Alger project with encouraging results on both projects.
Burnt Hill
In June 2007 Cadillac and Noront amended the terms of the option agreement whereby
Noront would fund a $1,500,000 exploration program on Burnt Hill over the remainder of
the calendar year with Cadillac as operator. Cadillac in turn agreed to issue, at a later
date, common stock to Noront representative of the spending obligation Cadillac had
under the option agreement, which resulted in 1,875,000 common shares being issued
to Noront in March 2008 and Cadillac attaining a 51% ownership interest in the Burnt Hill
Project. This share issue was in addition to the issue of 2,500,000 common shares to
Noront which took place in September 2007 and was part of the terms of the original
agreement whereby Noront provided Cadillac with an option to acquire a 51% interest in
Burnt Hill. The fair value that has been attributed to these share issues totals $2,520,750
which has been classified as Acquisition costs and is included under the caption Mineral
properties in the Company’s Consolidated Balance Sheet at May 31,2008.
The $1,500,000 exploration program funded by Noront commenced in the Fall 2007
exploration season and was completed by year end. This program consisted primarily of
confirmatory and exploration drilling on the various Burnt Hill claims designed to test and
confirm historically reported drill results with the objective of bringing the historical data
to an NI 43-101 compliant level. Cadillac announced the results of this work program
with Noront in March 2008. (See Press Release dated March 25, 2008). 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. The Technical NI 43-101 Report on the Burnt Hill Project was
subsequently filed on Sedar (www.sedar.com) and is also available on the company’s
website.
Cadillac management is encouraged by the results of the program which suggests there
is potential for an open pit operation. It is the intention of management to further
develop the project by drilling the remaining planned holes which once completed should
allow the Company to complete a resource estimate on Burnt Hill.
Subsequent to acquiring the 51% interest the Company expended $ 256,627 to May 31,
2008 on the project. Cadillac has a further option to acquire an additional 14% interest
in the Burnt Hill project on the payment of $500,000 in either cash or common shares as
determined by Cadillac.
New Alger
Expenditures on New Alger during the year totaled $ 755,120. Quebec refundable tax
credits and mining duty refunds relating to the New Alger property amount to $ 385,026
which results in the net expenditure on New Alger being adjusted a net amount of
$370,094. The Quebec tax credits and mining duty refunds are for the two years ended
May 31, 2008. The exploration and drilling program at New Alger commenced in the Fall
of 2007 and consisted of a drill program to both drill test several anomalies identified by
airborne geophysics and to drill into the historically productive areas of the property. At
the conclusion of this phase of the program the Company had completed 3495 meters in
drill program, drilling a total of 12 holes.
The program had two objectives – to drill test 4 IP anomalies identified in a previous
geophysical survey and to test potential mineralized shoots at depths ranging from 250-
400 meters along the known mineralization of the former Thomson-Cadillac Mine.
The company announced the results of this program in May, stating that the program
had been a success in achieving its objectives with all holes drilled returning gold
assays. The detailed results of the drilling programs are included in the May 7, 2008
Press Release.
As a subsequent event in July 2008 Cadillac announced that drilling would resume on
the Company’s New Alger property. The initial stage of the 2008 program is planned to
do further testing on one of the geophysical anomalies previously drilled as well as test
for identified mineralization at deeper depths.
1.5 Summary of Quarterly Results

Fourth Third Second First
Quarter Quarter Quarter Quarter
31-May-08 29-Feb-08 31-Aug-07 31-Aug-07
Interest and other income 5,253 0 0 0
Income or Loss (Before Discontinued

Operations and Extraordinary Items) (430,279) (23,147) (201,888) (61,902)
Income or Loss\per Share Basic (0.02) (0.00) (0,01) (0.00)
Income or Loss\per Share Diluted (0.02) (0.00) (0.01) (0.00)
Income or Loss (Total) (430,279) (23,147) (201,888) (61,902)

Income or Loss\per Share Basic (0.02) (0.00) (0.01) (0.00)
Income or Loss\per Share Diluted (0.02) (0.00) (0.01) (0.00)
Fourth Third Second First

Quarter Quarter Quarter Quarter
31-May-07 28-Feb-07 30-Nov-06 31-Aug-06
Interest and other income 0 0 0 0
Income or Loss (Before Discontinued

Operations and Extraordinary Items) (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
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.
Cadillac Ventures Inc. incurred a loss of $430,279 in the fourth quarter of 2008 mainly
due to stock based compensation costs of $299,824, legal and audit fees of $55,061 and
management and consulting fees of $62,300. With the exception of the third quarters of
2008 and 2007, which include Future income tax recoveries reflecting the renouncement
of flow-through exploration charges, there has been a trend of increased quarterly
losses. In general the expenditure and activity level of the Company has increased
substantially during the year which impacts on the operating costs of the Company and
will continue to do so on an ongoing basis. This activity level is expected to further
increase during the coming year following the Company’s closure of a private placing
financing of $2.7 million with Trafigura in April 2008.
1.6 Liquidity
Cadillac Ventures Inc. reported a working capital of $3,389,697 at May 31,2008

compared with a working capital of $1,314,460 as at May 31,2007. The Company had a
cash balance of $3,202,630 as at May 31, 2008, compared with a cash balance of
$1,305,811 as at May 31, 2007. At May 31, 2008 the Company also held mineral
property assets with a cost value of $3,764,027 compared with $616,556 at May 31,
2007. These are included in total assets of $7,273.050 at May 31, 2008 compared to
$2,024,066 at May 31, 2007. These amounts are a direct reflection of the financing
activities undertaken by the Company together with the expenditure on work programs
during the year on both the New Alger Property and the 51% owned Burnt Hill Project.
Against this positive cash balance and asset base the Company has liabilities which total
$119,326 at May 31, 2008 compared to $93,050 at May 31, 2007. 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.
The Company announced in December 2007 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 further announced in April
2008 that it had successfully completed a non- brokered private placement of $2.7
million with Trafigura Beheer B.V. (Amsterdam) at $0.64 per share. 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 May 31, 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 May 31, 2008 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 based on a percentage of expenses
incurred on behalf of the Company. The former President/CEO, corporate secretary and
director of the Company holds a non-controlling ownership interest in Billiken through a
private company. For the year ended May 31, 2008, the fee totaled $72,891 (2007 -
$3,089). As at May 31, 2008, there was a balance of $43,885 owing to Billiken from the
Company (As of May 31,2007, $11,439 was due to the Company from Billiken).
During the year, consulting fees paid/payable to the former President/CEO, corporate
secretary and director of the Company amounted to $26,000 (2007- $43,000).
For the year ended May 31, 2008, consulting fees of $60,000 were paid to a company
controlled by the President/CEO of the Company (2007 - $90,000).
During the year, consulting fees of $22,500 were paid to the CFO of the Company (2007
- $Nil).
As at May 31, 2008, 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 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 were purchased on the same terms and conditions as other
participants in the financing.
These transactions have been measured at the exchange amount
1.10 Fourth Quarter
The net loss for the quarter ended May 31, 2008 amounted to $ 430,279 which
compares to the net loss of $ 388,060 for the corresponding period of 2007 an increase
of $ 42,219. This increase is mainly due to increases in management and consulting
fees $ 44,300 and stock-based compensation $ 31,324 during the fourth quarter of fiscal
2008 offset by a reduction in legal and audit fees $ 18,302 of fiscal 2008.
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 fiscal year.
1.13 Changes in Accounting Policies Including Initial Adoption
There have been no changes in accounting policies in fiscal 2008.
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-08 31-May-07 (April 28, 2006)
Acquisition cost 75,000 75,000 75,000

Assays 8,201 202 8,201
Claim maintenance 33,675 13,156 33,675
Drilling 542,621 - 542,621
IP Surveys 140,754 136,722 140,754
Geological 166,421 75,000 166,421
Consulting 16,905 1,658 16,905
Line Cutting 30,690 30,690 30,690
Taxes - 10,686 -
Goodwill 183,419 183,419 183,419
Management fees 5,951 3,089 5,951
Travel and related costs 26,312 - 26,312
Other 69,163 14,370 69,163
-------------- ------------------- ------------------------
1,299,112 543,992 1,299,112
Less Quebec refundable tax credits
and mining duty refunds. -387,462 -2,436 -387,462
-------------- ------------------- ------------------------
911,650 541,556 911,650
========= =========== =============
Capitalized Costs - Mineral Properties cont’d..
Cumulative Since
Balance Balance Inception of the
Development
at at Stage
Burnt Hill Property 31-May-08 31-May-07 (April 28, 2006)
Acquisition cost 2,595,750 75,000 2,595,750

Lab Analysis 68,353 - 68,353
Drilling 77,456 - 77,456
IP Surveys 21,784 - 21,784
Geological 36,587 - 36,587
Management fees 15,448 - 15,448
Other 22,887 - 22,887
Total 2,852,377 75,000 2,852,377
Total Capitalized Costs 3,764,027 616,556 3,764,027
Year Year
Operations ended ended
31-May-08 31-May-07
Expenses
Stock-option compensation 428,900 353,500
Legal and audit 87,479 136,925
Management and consulting fees 154,300 109,600
Shareholder relations 96,889 60,987
Accounting and corporate services 36,381 30,938
Office and general 39,852 18,722
Flow-through interest charges 35,384 0
------------------- ----------------
Net loss before the following 879,185 710,672
Less: interest and other income 5,253 0
Less: future income tax recovery 156,716 287,244

------------------- ----------------
Loss for the year 717,216 423,428
=========== =========
Disclosure of Outstanding Share Data
At May 31, 2008 the Company had 32,570,739 common shares outstanding, 5,846,545
warrants to purchase common shares outstanding and 2,925,000 options outstanding.
* Refer to Notes to the Consolidated Financial Statements for May 31, 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 its 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 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 a 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.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2008 and 2007
(EXPRESSED IN CANADIAN DOLLARS)

July 25, 2008
Auditors' Report
To the Shareholders of
Cadillac Ventures Inc.
We have audited the consolidated balance sheets of Cadillac Ventures Inc. (A Development Stage Company) as at
May 31, 2008 and 2007 and the related consolidated statements of loss and comprehensive loss, cash flows and
changes in shareholders' equity for each of the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards
require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of
the Company as at May 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years
then ended in accordance with Canadian generally accepted accounting principles.
"McCarney Greenwood LLP"
Toronto, Canada McCarney Greenwood LLP

Chartered Accountants
Licensed Public Accountants
(Incorporated under the laws of Ontario)
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in Canadian Dollars)
As at May 31
2008 2007
ASSETS
Current
Cash and cash equivalents (Note 3) $ 3,202,630 $ 1,305,811
Accounts receivable 11,630 99,263
Quebec refundable tax credits and mining duties receivable (Note 2(d)) 294,763 2,436
3,509,023 1,407,510
Mineral properties (Note 4) 3,764,027 616,556
$ 7,273,050 $ 2,024,066
LIABILITIES
Current
Accounts payable and accrued liabilities $ 119,326 $ 93,050
SHAREHOLDERS' EQUITY
Share capital (Note 5(b)) 8,769,398 3,236,474
Warrants (Note 5(c)) 859,041 864,441
Contributed surplus (Note 5(f)) 766,950 354,550
Deficit (3,241,665) (2,524,449)
7,153,724 1,931,016
$ 7,273,050 $ 2,024,066
See accompanying notes to consolidated financial statements
Nature of operations and going concern (Note 1)
Approved by the Board "Norman Brewster" Director "Maurice Stekel" Director
-1-
Consolidated Statements of (Loss)/Income and Comprehensive (Loss)/Income
Cumulative
from date
of inception of
the
development
Year ended May 31, stage
2008 2007 (April 28, 2006)
Expenses
Stock-based compensation (Note 5(d)) $ 428,900 $ 353,500 $ 782,400
Management and consulting fees 154,300 109,600 263,900
Shareholder relations 96,889 60,987 159,158
Legal and audit 87,479 136,925 235,703
Office and general 39,852 18,722 50,827
Accounting and corporate services 36,381 30,938 70,966
Flow-through interest charges 35,384 - 43,135
Interest income (5,253) - (5,253)
873,932 710,672 1,600,836
Net (loss) before the following (873,932) (710,672) (1,600,836)

Future income tax recovery (Note 6) 156,716 287,244 505,183
Net (loss) and comprehensive (loss) $ (717,216) $ (423,428) $ (1,095,653)
(Loss) per share - basic and

diluted (Note 5(e)) $ (0.03) $ (0.02)
-2-
Consolidated Statements of Cash Flows
Cumulative
from date
of inception of
the
development
2008 2007 (April 28, 2006)
OPERATING ACTIVITIES
Net (loss) for the period $ (717,216) $ (423,428) $ (1,095,653)
Adjustments for:
Future income tax recovery (156,716) (287,244) (505,183)
Stock-based compensation (Note 5(d)) 428,900 353,500 782,400
Changes in non-cash working capital
Accounts receivable 87,633 (80,363) 5,094
Prepaids - 458 458
Accounts payable and accrued liabilities 26,276 1,073 6,834
Effect on non-cash working capital as a
result of acquisition of subsidiary - - (5,885)
(331,123) (436,004) (811,935)
FINANCING ACTIVITIES
Proceeds from issuance of common shares 3,240,400 1,914,350 5,154,750
Proceeds from exercise of options 10,000 - 10,000
Proceeds from exercise of warrants 10,000 84,700 94,700
Cost of share capital issuance (13,410) (30,799) (44,209)
Due from a related company - (11,439) (11,439)
3,246,990 1,956,812 5,203,802
INVESTING ACTIVITIES
Expenditures on mineral properties (1,019,048) (338,714) (1,608,144)
Cash acquired on acquisition of subsidiary - - 10,363
Costs of acquisition of subsidiary - - (30,357)
Effect on mining interests as a result of
acquisition of subsidiary - - 275,879
(1,019,048) (338,714) (1,352,259)
Change in cash and cash equivalents during the period 1,896,819 1,182,094 3,039,608
Cash and cash equivalents, beginning of period 1,305,811 123,717 163,022
Cash and cash equivalents, end of period $ 3,202,630 $ 1,305,811 $ 3,202,630
-3-
Consolidated Statements of Cash Flows
Cumulative
from date
of inception of
the
development
2008 2007 (April 28, 2006)
SUPPLEMENT SCHEDULE OF NON-CASH TRANSACTIONS

Share issuance for the acquisition
of Chilly-Bin $ - $ - $ 250,000
Shares issued for Burnt Hill property (Note 4(2)) $ 2,420,750 $ - $ 2,420,750
-4-
Consolidated Statements of Changes in Shareholders' Equity
Cumulative
from date
of inception of
the
development
2008 2007 (April 28, 2006)
Share capital
Balance, beginning of period $ 3,236,474 $ 2,394,498 $ 2,394,498
Private placements 3,240,400 1,914,350 5,154,750
Fair value of warrants issued (864,441) (864,441)
Exercise of warrants 10,000 84,700 94,700
Fair value of warrants exercised 5,400 25,410 30,810
Flow-through tax effect (156,716) (287,244) (443,960)
Share issue costs (13,410) (30,799) (44,209)
Shares issued for Burnt Hill
property (Note 4(2)) 2,420,750 - 2,420,750
Exercise of options 10,000 - 10,000
Fair value of options exercised 16,500 - 16,500
Balance, end of period $ 8,769,398 $ 3,236,474 $ 8,769,398
Warrants
Balance, beginning of period $ 864,441 $ 25,425 $ 25,425
Fair value of warrants issued - 864,441 864,441
Fair value of warrants exercised (5,400) (25,410) (30,810)
Fair value of warrants expired - (15) (15)
Balance, end of period $ 859,041 $ 864,441 $ 859,041
Contributed surplus
Balance, beginning of period $ 354,550 $ 1,035 $ 1,035
Fair value of options granted 428,900 353,500 782,400
Fair value of warrants expired - 15 15
Fair value of options exercised (16,500) - (16,500)
-5-
Consolidated Statements of Changes in Shareholders' Equity
Cumulative
from date
of inception of
the
development
2008 2007 (April 28, 2006)
Deficit
Balance, beginning of period $(2,524,449) $(2,101,021) $(2,135,104)
Net (loss) for the period (717,216) (423,428) (1,095,653)
Restructuring cost - - (10,908)
Balance, end of period $(3,241,665) $(2,524,449) $(3,241,665)
Total shareholders' equity $ 7,153,724 $ 1,931,016 $ 7,153,724
-6-
Notes to Consolidated Financial Statements
May 31, 2008 and 2007
1. NATURE OF OPERATIONS AND GOING CONCERN
Cadillac Ventures Inc. ("Cadillac" or the "Company") is publicly traded on the CNQ under the symbol CDEX.
Currently, in addition to the joint venture on the Burnt Hill Project, Cadillac also holds the New Alger Project
which encompasses the historic New Alger Mine, located in the highly prospective Cadillac Break Mining
Camp. The New Alger Mine has been sporadically productive but has not been fully explored or exploited.
The property is situated contiguous to the O’Brien Mine and approximately 300 m to the SE of the LaRonde
Mine.
Cadillac is a development stage company, as defined by AcG 11 of the Canadian Institute of Chartered
Accountants' Handbook ("CICA Handbook"). The Company is in the business of mineral exploration and the
continued operations of the Company and the recoverability of amounts shown for mineral properties is
dependent upon the existence of a deposit and upon future profitable production, or alternatively, upon the
Company's ability to recover its costs through a disposition of its interest. The amounts shown for mineral
properties represent costs to date, less amounts written off, and do not necessarily represent the future
value. Changes in future conditions could require a material change in the amount recorded for mineral
properties.
These consolidated financial statements are prepared using Canadian generally accepted accounting
principles ("GAAP") that are applicable to a going concern which assumes the Company will continue to
operate throughout the next twelve months subsequent to May 31, 2008. The use of these principles may be
inappropriate since there is significant doubt regarding the appropriateness of this assumption. Significant
doubt exists because there has been substantial operating losses in the current and prior years and the
Company has no operating assets. The future of the Company is currently dependent upon its ability to obtain
sufficient cash from external financing, and/or related parties to fund the Company's ongoing operations and
expenditures on the property.
These statements do not include any adjustments which would be necessary if the going concern assumption
was not used.
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The preparation of these financial statements in conformity with Canadian generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements
and reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
-7-
May 31, 2008 and 2007
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)
The significant accounting policies are as follows:
(a) Consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned
subsidiary, Chilly-Bin Inc. ("Chilly-Bin")
(b) Cash and cash equivalents

Cash and cash equivalents include cash on hand, balances with banks and money market
investments with original maturities of three months or less and which are readily convertible into
cash.
(c) Mining property

Mining property is recorded at cost. The costs relating to the acquisition and exploration of this
property are capitalized until the commencement of commercial activities. If economically profitable
ore reserves are developed, the capitalized costs are amortized using the unit of production method. If
it is determined that the acquisition and exploration costs are not recoverable over the estimated
useful life of the property, or if the project is abandoned, the properties are written down to their net
realizable value. The mining property is reviewed for impairment whenever events or circumstances
indicate that its carrying amount may not be recoverable.
(d) Quebec refundable tax credits and mining duties receivable

The Company is entitled to a credit on duties refundable for loss under the Mining Duties Act. This
credit on duties refundable for loss on exploration costs incurred in the Province of Quebec at the rate
of 12% has been applied against the costs incurred (Note 4).
Furthermore, the Company is entitled to a refundable tax credit for resources for mining companies on
qualified expenditures incurred. The refundable tax credit for resources may reach 35% or 38.75% of
qualified expenditures incurred. This tax credit has been applied against the costs incurred (Note 4).
(e) Income taxes

The company follows the asset and liability method of accounting for income taxes. Under this
method, income taxes are recognized for the future income tax consequences attributed to
differences between the financial statement carrying values and their respective income tax bases.
Future income tax assets and liabilities are measured using substantially enacted income tax rates
expected to apply when the asset is realized or the liability is settled. The effect on future income tax
assets and liabilities of a change in tax rates is included in income in the period that includes the
enactment date. Future income tax assets are evaluated and if realization is not considered "more
likely than not", a valuation allowance is provided.
(f) Flow-through shares

The Company has financed a portion of its exploration activities through the issue of flow-through
shares which transfer the tax deductibility of exploration expenditures to the investor. Proceeds
received on the issue of such shares have been credited to share capital and the related exploration
costs have been charged to mining and resource properties. When the renunciation is made, the tax
impact of the renunciation is recorded as a future income tax liability and charged against share
-8-
May 31, 2008 and 2007
(f) Flow-through shares (Continued)

capital. Where the Company has sufficient tax loss carry-forwards or other temporary deductible
differences a future income tax asset is recognized and an income tax recovery is recorded in the
statement of operations.
(g) Stock based compensation

The Company has a stock-based compensation plan which is described in Note 5(d) and accounted
for using the recommendations in Section 3870 of the CICA Handbook, "Stock-based Compensation
and Other Stock based Payments". These recommendations state that all stock-based awards be
measured and recognized at the date of grant using the fair value method. The estimated fair value of
the stock options is recorded as compensation expense over the vesting period or at the date of grant
if the options vest immediately, with the offset recorded in contributed surplus. Any consideration paid
to the company with respect to the exercise of stock options is credited to share capital along with any
related contributed surplus.
(h) Share issue costs and restructuring costs

Share issue costs are recorded as a reduction of share capital. Restructuring costs are charged to
deficit.
(i) Asset retirement obligation

The Company recognizes the fair value of a liability for an asset retirement obligation in the year in
which it is incurred when a reasonable estimate of fair value can be made. The carrying amount of the
mining property is increased by the same amount as the liability. Changes in the liability due to the
passage of time will be recognized as an increase to the liability and a charge to the statement of
operations and deficit. As at May 31, 2008 the Company has determined that it does not have material
asset retirement obligations. Accordingly, no such liability has been reflected in these financial
statements.
(j) Goodwill
Goodwill is the excess of the consideration paid over the net amounts assigned to assets acquired
and liabilities assumed. Goodwill is not amortized. It is tested for impairment annually, or more
frequently, if events or changes in circumstances indicate that it is impaired.
(k) Accounting changes

In July 2006, the Accounting Standards Board ("AcSB") issued a replacement of CICA Handbook
Section 1506, Accounting Changes. The new standard allows for voluntary changes in accounting
policy only when they result in the financial statements providing reliable and more relevant
information, requires changes in accounting policy to be applied retrospectively unless doing so is
impracticable, requires prior period errors to be corrected retrospectively and calls for enhanced
disclosures about the effects of changes in accounting policies, estimates and errors on the financial
statements. The impact that the adoption of Section 1506 will have on the Company's results of
operations and financial condition will depend on the nature of future accounting changes.
-9-
May 31, 2008 and 2007
(l) Accounting Policy Choice for Transaction Costs

On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166, Accounting
Policy Choice for Transaction Costs (EIC-166). This EIC addresses the accounting policy choice of
expensing or adding transaction costs related to the acquisition of financial assets and financial
liabilities that are classified as other than held-for-trading. Specifically, it requires that the same
accounting policy choice be applied to all similar financial instruments classified as other than held-for-
trading, but permits a different policy choice for financial instruments that are not similar. The
Company has adopted EIC-166 effective November 30, 2007 and requires retroactive application to
all transaction costs accounted for in accordance with CICA Handbook Section 3855, Financial
Instruments - Recognition and Measurement. The Company has evaluated the impact of EIC-166 and
determined that no adjustments are currently required.
(m) Financial Instruments, comprehensive loss and hedges

On June 1, 2007, the Company adopted CICA Handbook Sections 1530, "Comprehensive Income",
Section 3251 "Equity", Section 3855, "Financial Instruments - Recognition and Measurement", Section
3861, "Financial Instruments - Disclosure and Presentation" and Section 3865, "Hedges." Section
1530 establishes standards for reporting and presenting comprehensive income, which is defined as
the change in equity from transactions and other events from non-owner sources. Other
comprehensive income refers to items recognized in comprehensive income that are excluded from
net income calculated in accordance with GAAP.
Section 3861 establishes standards for presentation of financial instruments and non-financial
derivatives, and identifies the information that should be disclosed about them. Under the new
standards, policies followed for periods prior to the effective date generally are not reversed and
therefore, the comparative figures have not been restated except for the requirement to restate
currency translation adjustments as part of other comprehensive income.
Section 3865 describes when and how hedge accounting can be applied as well as the disclosure
requirements. Hedge accounting enables the recording of gains, losses, revenues and expenses
from derivative financial instruments in the same period as for those related to the hedged item.
Section 3855 prescribes when a financial asset, financial liability or non-financial derivative is to be
recognized on the balance sheet and at what amount, requiring fair value or cost-based measures
under different circumstances.
Under Section 3855, financial instruments must be classified into one of these five categories: held-
for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other
financial liabilities. All financial instruments, including derivatives, are measured in the balance sheet
at fair value except for loans and receivables, held to maturity investments and other financial
liabilities which are measured at amortized cost. Subsequent measurement and changes in fair value
will depend on their initial classification, as follows: held-for-trading financial assets are measured at
fair value and changes in fair value are recognized in net earnings; available-for-sale financial
instruments are measured at fair value with changes in fair value recorded in other comprehensive
income until the investment is de-recognized or impaired at which time the amounts would be
recorded in net earnings.
- 10 -
May 31, 2008 and 2007
(m) Financial Instruments, comprehensive loss and hedges

The Company has evaluated the impact of these new standards on its consolidated financial
statements and determined that no adjustments are currently required.
(n) Future accounting changes - Capital Disclosures and Financial Instruments – Disclosures and
Presentation
On December 1, 2006, the CICA issued three new accounting standards: Handbook Section 1535,
Capital Disclosures, Handbook Section 3862, Financial Instruments – Disclosures, and Handbook
Section 3863, Financial Instruments – Presentation. These new standards are effective for interim and
annual financial statements for the Company's reporting period beginning on June 1, 2008.
Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing
capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has
complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-
compliance.
The new Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments —
Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward
unchanged its presentation requirements. These new sections place increased emphasis on
disclosures about the nature and extent of risks arising from financial instruments and how the entity
manages those risks.
The Company is currently assessing the impact of these new accounting standards on its
(o) Future accounting changes - International Financial Reporting Standards [“IFRS”]

In January 2006, the CICA’s Accounting Standards Board ["AcSB"] formally adopted the strategy of
replacing Canadian GAAP with IFRS for Canadian enterprises with public accountability ["PAEs"]. The
current conversion timetable calls for financial reporting under IFRS for accounting periods
commencing on or after January 1, 2011. On February 13, 2008 the AcSB confirmed that the use of
IFRS will be required in 2011 for publicly accountable profit-oriented enterprises. For these entities,
IFRS will be required for interim and annual financial statements relating to fiscal years beginning on
or after January 1, 2011. A calendar year end public company will be required to have prepared, in
time for its first quarter 2011 filing, comparative financial statements in accordance with IFRS for the
three months ended March 31, 2010.
The Company is currently assessing the impact of these new accounting standards on its
- 11 -
May 31, 2008 and 2007
3. CASH RESTRICTED FOR FLOW-THROUGH EXPENDITURES
Flow-through common shares require the Company to pay an amount equivalent to the proceeds of the issue
on prescribed resource expenditures. If the Company does not incur the committed resource expenditures, it
will be required to indemnify the holders of the shares for any tax and other costs payable by them as a result
of the Company not making the required resource expenditures. As at May 31, 2008, the Company's
remaining commitment with respect to unspent resource expenditures under flow-through common share
agreements is $428,000. The Company has until December 31, 2008 to spend these funds.
4. MINERAL PROPERTIES
Cumulative
from date
of inception of
the
development
2008 2007 (April 28, 2006)
New Alger Property, Quebec (1)

Balance, beginning of period $ 541,556 $ 277,842 $ -
Acquisition cost - - 75,000

Assays 7,999 202 8,201
Claim maintenance 9,833 13,156 33,675
Drilling 542,621 - 542,621
IP Surveys 4,032 136,722 140,754
Geological 91,421 75,000 166,421
Consulting 15,247 1,658 16,905
Line cutting - 30,690 30,690
Goodwill - - 183,419
Management fees 2,862 3,089 5,951
Other 54,793 3,197 69,163
Total expenditures 755,120 263,714 1,299,112

Less: Quebec refundable tax credits
and mining duty refunds (385,026) - (387,462)
370,094 263,714 911,650
- 12 -
May 31, 2008 and 2007
4. MINERAL PROPERTIES (continued)
Cumulative
from date
of inception of
the
development
2008 2007 (April 28, 2006)
Burnt Hill Property, New Brunswick (2)

Balance, beginning of period $ 75,000 $ - $ -
Acquisition costs 2,520,750 75,000 2,595,750

Lab Analysis 68,353 - 68,353
Drilling 77,456 - 77,456
IP Surveys 21,784 - 21,784
Geological 36,587 - 36,587
Management fees 15,448 - 15,448
Other 22,887 - 22,887
Total expenditures 2,777,377 75,000 2,852,377
Balance, end of period $ 2,852,377 $ 75,000 $ 2,852,377
Total mineral properties $ 3,764,027 $ 616,556 $ 3,764,027
(1) The New Alger Property, a gold property, consists of a single mining concession in the Township of
Cadillac in the Province of Quebec. On January 31, 2005 Chilly-Bin acquired 100% of the property from Alfer
Inc. ("Alfer") in exchange for 5,000,000 Chilly-Bin common shares and $19,589. Alfer also retained a 1% net
smelter returns production royalty from the sale of all minerals produced from the New Alger Property.
On April 28, 2006 the Company acquired 100% of Chilly-Bin by issuing a total of 5,000,000 common shares
of the Company to the shareholders of Chilly-Bin in exchange for all of the outstanding common shares of
Chilly-Bin.
As a result of the share exchange, the Company acquired control of Chilly-Bin, a private Ontario corporation,
which holds as its main asset the New Alger Property located in Cadillac Township, Quebec.
- 13 -
May 31, 2008 and 2007
4. MINERAL PROPERTIES (continued)
(2) On April 4, 2007, the Company was assigned an option agreement on the Burnt Hill tungsten and
molybdenum project located in New Brunswick. This property is wholly owned by Noront Resources Inc.
(“Noront”). The Company is assuming the obligations under the option agreement for the right to earn an
initial 51% interest. These obligations include the payment of $100,000 in cash to Noront, the issuance of
2,500,000 shares in the capital of the Company to Noront, and a work commitment of $1,500,000, all of these
obligations must be met prior to October 27, 2009.
On June 11, 2007 the Company and Noront have agreed to amend the option agreement on the Burnt Hill
Project. Under the terms of this amendment Noront immediately commenced a $1,500,000 exploration
program on the Burnt Hill project. The Company would issue to Noront, on or prior to December 31, 2007,
$1,500,000 worth of common shares of the Company to be valued at no more than $1.00 per share, or at the
same price as a proposed financing comtemplated by the Company to be completed in the future. The
Company would remain the operator of the program during this time. On September 21, 2007 the Company
issued 2,500,000 common shares for a value of $1,333,250 to Noront.
On March 18, 2008, the Company issued 1,875,000 common shares for a value of $1,087,500 to comply with
one of the conditions of the Burnt Hill Property (the "Property") agreement to earn an initial 51% interest in the
Property. The value of the common shares issued is based on the market price of the Company's common
shares over a 2-day period before and after the announcement date of the transaction and is estimated at
$0.58 per each common share.
On April 2, 2008, the Company announced that Cadillac has earned a 51% ownership interest in the Burnt
Hill Project from Noront Resources Ltd. Cadillac has satisfied the conditions which included the payment of a
total of $100,000 in cash to Noront, the issuance of 2,500,000 common shares of Cadillac, and completion of
a work commitment of $1,500,000.
Cadillac has the option to acquire a further 14% interest in the Burnt Hill Project for the payment of $500,000
in either cash or common shares of the Company.
- 14 -
May 31, 2008 and 2007
5. SHARE CAPITAL
(a) AUTHORIZED
Unlimited number of non-participating, redeemable, voting Class B preference shares
Unlimited number of Class C preference shares issuable in series
Unlimited number of common shares
(b) COMMON SHARES ISSUED
SHARES VALUE
Balance, April 28, 2006 and May 31, 2006 13,164,280 2,394,498
Private placement (i) 1,562,500 125,000
Warrant valuation (i) - (84,375)
Private placement - flow-through shares (ii) 2,400,000 144,000
Private placement (iii) 2,523,331 378,500
Warrant valuation (iii) - (285,116)
Private placement - flow-through shares (iv) 1,860,714 651,250
Warrant valuation (iv) - (494,950)
Private placement (v) 1,025,999 615,600
Shares issuance on exercise of warrants (vi) 564,665 84,700
Valuation of exercised warrants - 25,410
Tax affect of flow-through renunciation (ii)(iv) - (287,244)
Share issue costs - cash - (30,799)
Balance, May 31, 2007 23,101,489 $ 3,236,474
Shares issued for property (note 4(2)) 4,375,000 2,420,750

Private placement (vii) 4,894,250 3,240,400
Exercise of options 100,000 10,000
Fair value of exercise of options - 16,500
Exercise of warrants 100,000 10,000
Fair value of exercise of warrants - 5,400
Effect of flow-through renunciation (viii) - (156,716)
Share issue costs - (13,410)
Balance, May 31, 2008 32,570,739 $ 8,769,398
(i) On June 14, 2006 the Company completed a private placement financing under which it issued
1,562,500 units of the Company at a price of $0.08 per unit for aggregate gross proceeds of $125,000. Each
unit consists of one common share and one common share purchase warrant exercisable for 2 years at
$0.10.
The fair value of the warrants was estimated using the Black Scholes pricing option model. The assumptions
used for the valuation of the respective warrants were: Dividend yield 0%, expected volatility 147%, risk free
interest rate of 4.22% and an expected life of two years. Value assigned to 1,562,500 warrants was $84,375.
- 15 -
May 31, 2008 and 2007
5. SHARE CAPITAL (continued)
(b) COMMON SHARES ISSUED (continued)
(ii) On October 4, 2006 the Company completed a private placement financing under which it issued
2,400,000 flow-through shares of the Company at a price of $0.06 per share for aggregate gross proceeds of
$144,000.
Exploration expenditures of $144,000 were renounced during the year which created a future income tax
lliability of approximately $52,013, which has been allocated as a cost of issuing the flow-through shares.
(iii) On December 5, 2006 and December 8, 2006 the Company completed two private placements which
it issued 2,523,331 units at a price of $0.15 per share for aggregate gross proceeds of totalling $378,500.
Each unit is comprised of one common share of the Company and one common share purchase warrant
which entitles the holder thereof to purchase one common share of the Company at a price of $0.20 for a
period of 24 months from the date of closing.
interest rate of 3.82% and an expected life of 2 years. Value assigned to 2,523,331 warrants was $285,116.
(iv) On December 29, 2006 the Company completed a private placement which it issued 1,860,714 flow-
through units of the Company at a price of $0.35 per unit for gross proceeds of $651,250. Each unit is
comprised of one flow-through common share and one purchase warrant which entitles the holder thereof to
purchase one common share of the Company at a price of $0.45 for a period of two years from the date of
closing.
interest rate of 4.02% and an expected life of 2 years. Value assigned to 1,860,714 warrants was $494,950.
Exploration expenditures of $651,250 were renounced during the year which created a future income tax
liability of approximately $235,231, which has been allocated as a cost of issuing the flow-through shares.
(v) On May 30, 2007 the Company completed two private placements in which it issued 1,025,999
common shares at a price of $0.60 per share for aggregate gross proceeds totalling $615,600.
(vi) The Company received proceeds of $84,700 resulting from the exercise of 564,665 common share
purchase warrants with an expiry date of December 30, 2006. The remaining 333 warrants expired. The
warrants were consolidated 5 for 1 and the exercise price was increased on the same basis resulting in an
exercise price of $0.15.
- 16 -
May 31, 2008 and 2007
(b) COMMON SHARES ISSUED (continued)
(vii) On December 31, 2007, the Company completed a private placement financing under which it issued
675,500 flow through shares of the Company at a price of $0.80 per share for aggregate gross proceeds of
$540,400.
On April 29, 2008, the Company completed a private placement financing under which it issued 4,218,750
shares of the Company at a price of $0.64 per share for aggregate gross proceeds of $2,700,000. Trafigura
Beheer B.V. Amsterdam ("Trafigura") was the sole subscriber under the financing. Following closing,
Trafigura held approximately 14.9% of the issued and outstanding shares of Cadillac.
(viii) During the period from January 1, 2007 to December 31, 2007, the Company issued an aggregate of
675,500 flow-through common shares for total proceeds of $540,400. Exploration expenditures of $540,400
were renounced effective December 31, 2007. The renunciation created a future income tax recovery of
approximately $156,716, which was allocated as a cost of issuing the flow-through shares.
- 17 -
May 31, 2008 and 2007
(c) WARRANTS
The following is a continuity of warrants for the period:

NUMBER OF FAIR
WARRANTS VALUE
Balance, May 31, 2006 564,998 25,425

Private placement (Note 5(b)(i)) 1,562,500 84,375
Private placement (Note 5(b)(iii)) 2,523,331 285,116
Private placement (Note 5(b)(iv)) 1,860,714 494,950
Exercised (Note 5(b)(vi)) (564,665) (25,410)
Expired(Note 5(b)(vi)) (333) (15)
Balance, May 31, 2007 5,946,545 $ 864,441
Exercised (100,000) (5,400)
Balance, May 31, 2008 5,846,545 $ 859,041
The following table summarizes the warrants outstanding at May 31, 2008 and 2007:
NUMBER OF WARRANTS
EXERCISE PRICE OUSTANDING AT MAY 31
PER SHARE ($) EXPIRY DATE 2008 2007
0.10 June 14, 2008 1,462,500 1,562,500

0.20 December 5, 2008 2,256,664 2,256,664
0.20 December 8, 2008 266,667 266,667
0.45 December 29, 2008 1,860,714 1,860,714
5,846,545 5,946,545
- 18 -
May 31, 2008 and 2007
(d) STOCK OPTIONS

Under the Company's 2006 Stock Option Plan, the Company may grant options to its employees, officers and
directors to purchase common shares from the Company at a fixed price not less than the fair market value
of the stock on the day preceding the grant date. The options are fully vested upon issuance. The maximum
term of these stock options is five years.
The following table sets out the changes in the stock options for each of the years ended May 31, 2008 and
2007:
2008 2007
Weighted Weighted
average average
No. of exercise No. of exercise
options price options price
Outstanding, beginning of year 2,200,000 $ 0.17 - $ -

Granted 985,000 0.72 2,200,000 0.17
Expired (100,000) (0.10) - -
Cancelled (160,000) (0.85) - -
Outstanding, end of year 2,925,000 $ 0.32 2,200,000 $ 0.17
Options exercisable at year end 2,925,000 0.32 2,200,000 0.17
Weighted average fair value of

options granted during the year $ 0.52 $ 0.16
- 19 -
May 31, 2008 and 2007
5. Share capital (continued)
(d) STOCK OPTIONS (continued)
As of May 31, 2008, the following stock options were outstanding and exercisable:
Options outstanding Options exercisable

Weighted
average Weighted Weighted
remaining average average
Number contractual exercise Number exercise
Expiry Date of Options life price of Options price
December 4, 2011 (i) 1,600,000 3.51 years $ 0.10 1,600,000 $ 0.10
April 17, 2012 (ii) 500,000 3.88 0.40 500,000 0.40
October 22, 2012 (iii) 200,000 4.39 0.72 200,000 0.72
May 9, 2013 (iv) 625,000 4.94 0.68 625,000 0.68
2,925,000 4.59 years $ 0.32 2,925,000 $ 0.32
During the year, 825,000 (2007 - 2,200,000) stock options were granted to directors, officers, and consultants
of the Company. These options vested immediately and were expensed in the statement of operations and
deficit and credited to contributed surplus. For the year ended May 31, 2008, the following options were
expensed.
Number of options Amount
Option grant date expensed expensed
October 22, 2007 (iii) 200,000 $ 111,400

May 9, 2008 (iv) 625,000 317,500
825,000 $ 428,900
- 20 -
May 31, 2008 and 2007
(d) STOCK OPTIONS (continued)

In addition, the Company issued incentive stock options to a consultant of the Company, totaling 160,000
options at $0.85 with a expiry date of October 22, 2012. The fair value of the 160,000 optiond was estimated
on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend
yield of 0%; expected volatility of 102.59%; risk-free interest rate of 4.21% and an expected life of 5 years.
The estimated value of $86,880 will be classified as stock-based compensation and credited to contributed
surplus as the options vest. The options vest over one year as to one-quarter after three months, one-quarter
after six months, one-quarter after nine months and one-quarter after twelve months. During the year, the
stock options have been cancelled, the impact on expenses is $Nil for the year ended May 31, 2008.
(i) On December 4, 2006, the Company issued incentive stock options to directors and consultants of the
Company, totaling 1,700,000 options at $0.10 with a expiry date of December 4, 2011. The fair value of the
1,700,000 options was estimated on the date of grant using the Black-Scholes option pricing model with the
following assumptions: dividend yield of 0%; expected volatility of 180%; risk-free interest rate of 3.75% and
an expected life of 5 years. The options were valued at $280,500. The options vested immediately on the
date of grant.
(ii) On April 17, 2007, the Company issued incentive stock options to directors and consultants of the
Company, totaling 500,000 options at $0.40 with a expiry date of April 17, 2012. The fair value of the
500,000 options was estimated on the date of grant using the Black-Scholes option pricing model with the
following assumptions: dividend yield of 0%; expected volatility of 167%; risk-free interest rate of 4.15% and
an expected life of 5 years. The options were valued at $73,000. The options vested immediately on the date
of grant.
- 21 -
May 31, 2008 and 2007
(e) Basic and diluted (loss) per share

The following table sets forth the computation of basic and diluted (loss) per share:
2008 2007
Numerator:
(Loss) for the year $ (717,216) $ (423,428)
Numerator for basic and diluted (loss)

per share $ (717,216) $ (423,428)
Denominator:
Weighted average number of common
shares 25,912,883 18,886,635
Denominator for basic (loss) per share 25,912,883 18,886,635

Effect of dilutive securities:
Stock options (i) - -
Share purchase warrants (i) - -
Denominator for diluted (loss) per share 25,912,883 18,886,635
Basic (loss) per share $ (0.03) $ (0.02)
Diluted (loss) per share $ (0.03) $ (0.02)
(i) The stock options and share purchase warrants were not included in the computation of diluted loss
per share as their inclusion would be anti-dilutive.
- 22 -
May 31, 2008 and 2007
(f) Contributed surplus
The following is a continuity of contributed surplus:

Amount
Balance, May 31, 2006 $ 1,035

Stock-option compensation 353,500
Expired warrants 15
Balance, May 31, 2007 $ 354,550
Stock-option compensation 428,900

Fair value of options exercised (16,500)
Balance, May 31, 2008 $ 766,950
- 23 -
May 31, 2008 and 2007
6. INCOME TAXES
Future income taxes reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts for tax purposes.
The Company has one future income tax liability which arose as a result of issuing flow-through shares to
investors. Since the expenditures generated by the flow-through shares are renounced to the investors this
lowers the tax bases of the resource properties and results in a future income tax liability.
2008 2007
Future tax liability:

Resource property $ (436,421) $ (348,467)
Future tax asset:

Non-capital losses used to reduce
the future income tax liability 436,421 348,467
Net future income tax liability $ - $ -
In accordance with CICA Handbook EIC 146, the benefit of non-capital losses carried forward has been used
to reduce the futures income tax liability.
The Company has the following future tax assets:

2008 2007
Non-capital losses carried forward $ 526,579 $ 525,339

Exploration expenditures 44,267 22,533
Deferred financing costs 8,588 9,119
Cumulative eligible capital 9,520 11,858
Total future tax assets 588,954 568,849

Non-capital losses transferred to future income tax liability (436,421) (348,467)
Valuation allowance for future tax assets (152,533) (220,382)
Net future tax assets $ - $ -
The Company provided a valuation allowance equal to the future tax asset because it is not more likely than
not that the future tax asset will be realized.
- 24 -
May 31, 2008 and 2007
6. INCOME TAXES (continued)
The Company's income tax recovery for each of the years ended May 31, 2008 and 2007 is as follows:
2008 2007
Current income tax expense $ - $ -

Future income tax expense (recovery) (156,716) (287,244)
Total income tax expense (recovery) $ (156,716) $ (287,244)
The Company's actual income tax expense for each of the years ended is made up as follows:
2008 2007
(Loss) before income taxes $ (873,932) $ (710,672)
Income taxes recovery at combined federal and provincial

rate of 35.03% and 36.12% (306,081) (256,695)
Stock-option compensation 150,244 127,684
Non-deductible meals and entertainment 678 182
Share issue costs written off over five years (3,168) (2,298)
Renunciation of flow-through shares (156,716) (287,244)
Taxable benefit not recognized 158,327 131,127
Actual income tax expense (recovery) $ (156,716) $ (287,244)
As at May 31, 2008 the Company has non-capital losses available for carry forward of approximately
$1,815,000 and Canadian exploration and development expenditures of approximately $3,063,000 available
to be applied against taxable income in future years. No benefit from these amounts has been recorded in
these financial statements.
The non-capital losses expire as follows:
Year of Expiry Amount
2009 $ 603,000
2010 141,000
2014 90,000
2015 68,000
2026 98,000
2027 363,000
2028 452,000
$ 1,815,000
- 25 -
May 31, 2008 and 2007
7. RELATED PARTY TRANSACTIONS
The Company has engaged Billiken Management Services Inc. ("Billiken") to manage the New Alger
Property. Billiken charges a fee based on a percentage of expenses incurred on behalf of the Company.
The former President/CEO, corporate secretary and director of the Company holds a 15% ownership interest
in Billiken through a private company. For the year ended May 31, 2008, the fee totaled $72,891 (2007 -
$3,089). As at May 31, 2008, there was a balance owing of $43,885 owing to Billiken from the Company (As
at May 31, 2007, $11,439 was due to the Company from Billiken).
During the year, consulting fees paid/payable to the former President/CEO, corporate secretary and director
of the Company amounted to $26,000 (2007- $43,000).
During the year, consulting fees of $60,000 were paid to a company controlled by the President/CEO of the
Company (2007 - $90,000).
During the year, management fees of $22,500 were paid to the CFO of the Company (2007 - $Nil).
As at May 31, 2008, pursuant to the financing disclosed in Note 5(b)(i), 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) - 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 transactions have been measured at the exchange amount.
8. SEGMENTED INFORMATION
The Company's operations comprise a single reporting segment engaged in resource exploration. As the
operations comprise a single reporting segment, amounts disclosed in the financial statements for (loss) and
comprehensive (loss) for the period and (loss) per share also represent segment amounts.
All of the Company's operations and assets are located in Canada.
9. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform to the current year's basis of presentation.
- 26 -
May 31, 2008 and 2007
10. SUBSEQUENT EVENTS
On July 3, 2008, the Company issued incentive stock options to a consultant of the Company, totaling
200,000 options exercisable at $0.57 per common share with a expiry date of July 1, 2013. The fair value of
the 200,000 options was estimated on the date of grant using the Black-Scholes option pricing model with the
following assumptions: dividend yield of 0%; expected volatility of 98.25%; risk-free interest rate of 3.45% and
an expected life of 5 years. The estimated value of $85,600 will be classified as stock-based compensation
and credited to contributed surplus as the options vest. The options vest over the period of one year as to
one-quarter after three months, one-quarter after six months, one-quarter after nine months and one-quarter
after twelve months.
- 27 -

Cadillac Ventures Inc. - Management's Discussion and Analysis Fiscal

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Cadillac Ventures Inc. - Management's Discussion and Analysis Fiscal

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– MANAGEMENT’S DISCUSSION AND ANALYSIS

Fiscal year ended May 31, 2008

Overview the Fiscal Year

Expenditure on New Alger during the year amounted to $755,120 gross on an

Additional information relating to the Corporation is available on the Internet at the

1.1 Date of MD&A

This MD&A was prepared on August 25, 2008.

1.2 Overall Performance

1.3 Selected Annual Information

Interest and other income 5,253 0 0

Income or Loss (In Total) -717,216 -423,428 -37,001

Total Assets 7,273,050 2,024,066 411,914

Total Long Term Financial Liabilities 0 0 0

Cash Dividends Declared 0 0 0

1.4 Results of Operations

2007 Financing Activities

Date Amount Stated Use of Proceeds Actual Use of Proceeds

Fiscal Year Project Activity Summary

1.5 Summary of Quarterly Results

Interest and other income 5,253 0 0 0

Income or Loss (Before Discontinued

Income or Loss (Total) (430,279) (23,147) (201,888) (61,902)

Fourth Third Second First

Interest and other income 0 0 0 0

Income or Loss (Before Discontinued

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

Cadillac Ventures Inc. reported a working capital of $3,389,697 at May 31,2008

1.7 Capital Resources

1.8 Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements

1.9 Transactions with Related Parties

These transactions have been measured at the exchange amount

1.10 Fourth Quarter

1.11 Proposed Transactions

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

1.12 Critical Accounting Estimates

1.13 Changes in Accounting Policies Including Initial Adoption

There have been no changes in accounting policies in fiscal 2008.

1.14 Financial Instruments and Other Instruments

1.15 Other MD&A Requirements

Additional Disclosure for Venture Issuers without Significant Revenue or

Capitalized Costs - Mineral Properties

Acquisition cost 75,000 75,000 75,000

Acquisition cost 2,595,750 75,000 2,595,750

Total Capitalized Costs 3,764,027 616,556 3,764,027

Less: future income tax recovery 156,716 287,244

RISKS AND UNCERTAINTIES

Additional Funding Requirements

Commodity Price Volatility

Title to Mineral Properties

Acquisition of title to mineral properties is a very detailed and time-consuming process.

Mineral exploration activities involve numerous risks, including unexpected or unusual

Environmental Regulation and Liability

Environmental legislation is evolving in a manner which may mean stricter standards

Regulations and Permits

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2008 and 2007

(EXPRESSED IN CANADIAN DOLLARS)

"McCarney Greenwood LLP"

Toronto, Canada McCarney Greenwood LLP