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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.
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.
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
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.
Year Year
Selected Annual Information Year Ended Ended Ended
31-May- 31-May-
31-May-08 07 06
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.
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
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.
At May 31, 2008 the Company had the following capital requirements under existing
arrangements.
a) Accounts payable in the normal course of business.
The Company has engaged Billiken Management Services Inc. ("Billiken") to manage
the New Alger Property. Billiken charges a fee 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.
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.
Cadillac did not rely on any critical accounting estimates in the most recent fiscal year.
Cumulative Since
Balance Balance Inception of the
Development
at at Stage
New Alger Propery 31-May-08 31-May-07 (April 28, 2006)
Cumulative Since
Balance Balance Inception of the
Development
at at Stage
Burnt Hill Property 31-May-08 31-May-07 (April 28, 2006)
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
=========== =========
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
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.
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.
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
The Company’s activities are subject to laws and regulations controlling not only mineral
exploration and exploitation activities themselves but also the possible effects of such
activities upon the environment. Environmental legislation may change and make the
mining and processing of ore uneconomic or result in significant environmental or
reclamation costs. Environmental legislation provides for restrictions and prohibitions on
spills, releases or emissions of various substances produced in association with certain
mineral exploitation activities, such as seepage from tailings disposal areas that could
result in environmental pollution. A breach of environmental legislation may result in the
imposition of fines and penalties or the suspension or closure of operations. In addition,
certain types of operations require the submission of environmental impact statements
and approval thereof by government authorities.
The Company’s activities are subject to 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.