Cadillac Ventures Inc.

(Incorporated under the laws of Ontario)

(A Development Stage Company)

Consolidated Financial Statements

May 31, 2007 and 2006

July 13, 2007

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, 2007 and 2006 and the related statements of operations and deficit and cash
flows 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, 2007 and 2006 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
Cadillac Ventures Inc.
(Incorporated under the laws of Ontario)
(A Development Stage Company)
Consolidated Balance Sheets
As at May 31,
2007 2006

Assets

Current assets
Cash (Note 5) $ 1,305,811 $ 123,717
Due from a related company (Note 8) 11,439 -
Accounts receivable 87,824 7,461
Prepaid - 458
Quebec refundable tax credits and
mining duty refunds 2,436 2,436

1,407,510 134,072

Mineral properties (Note 4) 616,556 277,842

$ 2,024,066 $ 411,914

Liabilities

Current liabilities
Accounts payable and accrued liabilities $ 93,050 $ 91,977

Shareholders' Deficit

Share capital (Note 6(a)) 3,236,474 2,394,498

Warrants (Note 6(c)) 864,441 25,425
Contributed surplus (Note 6(b)) 354,550 1,035
(Deficit) (2,524,449) (2,101,021)

1,931,016 319,937

$ 2,024,066 $ 411,914

Approved by the Board "Jim Voisin" Director "Maurice Stekel" Director

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Cadillac Ventures Inc.
(A Development Stage Company)
Consolidated Statements of Operations and Deficit

Cumulative
from date of
inception
of the
development
Year ended May 31, stage (April
2007 2006 28, 2006)

Expenses
Accounting and corporate services $ 30,938 $ 29,445 $ 34,585
Consulting fees (Note 8) 106,100 - 106,100
Legal and audit 136,925 17,986 148,224
Management fees 3,500 6,892 3,500
Office and general 18,722 3,918 18,726
Shareholder relations 60,987 39,983 62,269
Stock-option compensation (Note 6(b)) 353,500 - 353,500

(Loss) for the period before taxes (710,672) (98,224) (726,904)

Future income tax recovery (Note 7) 287,244 61,223 348,467

Net (loss) for the period (423,428) (37,001) (378,437)

(Deficit), beginning of period (2,101,021) (2,053,112) (2,135,104)

Restructuring cost - (10,908) (10,908)

(Deficit), end of period $ (2,524,449) $ (2,101,021) $ (2,524,449)

Basic and diluted (loss) per share (Note 6(d)) $ (0.02) $ (0.01)

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Cadillac Ventures Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
Cumulative
from date of
inception
of the
development
Year ended May 31, stage (April
2007 2006 28, 2006)

Cash flows from operating activities

Net (loss) for the period $ (423,428) $ (37,001) $ (378,437)
Adjustments for:
Future income tax recovery (287,244) (61,223) (348,467)
Stock-option compensation 353,500 - 353,500
Changes in non-cash working capital:
Accounts receivable (80,363) (6,410) (82,539)
Prepaids 458 (458) 458
Accounts payable and accrued liabilities 1,073 110,604 (19,442)
Effect on non-cash working capital as a
result of acquisition of subsidiary - (5,885) (5,885)

Cash flows (used in) operating activities (436,004) (373) (480,812)

Cash flows from financing activities

Proceeds from issuance of common shares 1,914,350 169,500 1,914,350
Proceeds from exercise of warrants 84,700 - 84,700
Cost of share capital issuance (30,799) (1,016) (30,799)
Restructuring costs - (10,908) -
Due from a related company (11,439) - (11,439)
Due to a related party - (12,082) -

Cash flows from financing activities 1,956,812 145,494 1,956,812

Cash flows from investing activities

Expenditures on mining properties (338,714) (280,278) (589,096)
Cash acquired on acquisition of subsidiary - 10,363 10,363
Costs of acquisition of subsidiary - (30,357) (30,357)
Effect on mining interests as a result of
acquisition of subsidiary - 275,879 275,879

Cash flows (used in) investing activities (338,714) (24,393) (333,211)

Increase in cash during the period 1,182,094 120,728 1,142,789

Cash, beginning of period 123,717 2,989 163,022

Cash, end of period $ 1,305,811 $ 123,717 $ 1,305,811

Supplement Schedule of Non-Cash Transactions

Share issuance for settlement of outstanding
liabilities (Note 6(a)(i)) $ - $ 171,119 $ -
Share issuance for the acquisition of
Chilly-Bin (Note 6(a)(v)) - 250,000 250,000

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Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

1. Nature of operations and going concern

Incorporation
Cadillac Ventures Inc. (formerly Blue Power Energy Corporation) was incorporated under the
laws of the Province of Ontario by articles of incorporation dated April 1, 1996. Pursuant to
articles of amendment dated April 20, 2006, the name of the Company was changed to "Cadillac
Ventures Inc." ("the Company").

Nature of operations
The Company is a development stage enterprise 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.

Going concern assumption

These financial statements are prepared using Canadian generally accepted accounting
principles that are applicable to a going concern which assumes the Company will continue to
operate throughout its next fiscal period subsequent to May 31, 2007. 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. Summary of 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.

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Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

2. Summary of 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") since its acquisition on April 28, 2006
(See Note 3).

(b) 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.

(c) 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.

(d) 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 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.

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Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

2. Summary of significant accounting policies (continued)

(e) Stock based compensation

The Company has a stock-based compensation plan which is described in Note 6(b) 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 the respect to the exercise of stock options is credited to share capital along
with any related contributed surplus.

(f) Share issue costs and restructuring costs

Share issue costs are recorded as a reduction of share capital. Restructuring costs are
charged to deficit.

(g) 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, 2007 the
Company has determined that it does not have material asset retirement obligations.
Accordingly, no such liability has been reflected in these financial statements.

(h) 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.

(i) New Accounting pronouncements

In January 2005, the Canadian Institute of Chartered Accountants issued four new
accounting standards: Handbook Section 1530, Comprehensive Income, Handbook
Section 3251, Equity, Handbook Section 3855, Financial Instruments - Recognition and
Measurement and Handbook Section 3865, Hedges. These standards are effective for
interim and annual financial statements for the Company's reporting period beginning on
June 1, 2007.

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Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

3. Acquisition of Subsidiary

On April 28, 2006 the Company acquired 100% of Chilly-Bin by issuing a total of 5,000,000
common shares 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. Accordingly, the acquisition of Chilly-Bin is accounted for by the purchase method. The
cost of an acquisition should be based on the fair value of the consideration given, except where
the fair value of the consideration given is not clearly evident. In such cases, the fair value of the
net assets acquired is used.

As the shares issued on acquisition represent approximately 38% of the Company's issued and
outstanding common shares and the Company's shares were thinly traded, it was impossible to
estimate the actual market value of the 5,000,000 common shares. Therefore, the value of the
shares issued on acquisition was based on the fair value of the net assets acquired. The fair
value of Chilly-Bin's net assets was estimated by management to be $250,000. The Company
incurred additional costs totalling $30,357 related to the acquisition during the year ended May
31, 2006. The total purchase price was allocated as follows:

Net assets acquired

Cash $ 10,363
Mineral property 92,460
Goodwill 183,419
Accounts payable and accrued liabilities (5,885)

$ 280,357

Consideration given
Shares issued $ 250,000
Additional costs 30,357
$ 280,357

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Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

4. Mineral properties
Cumulative
from date of
inception
of the
development
Year ended May 31, stage (April
2007 2006 28, 2006)

New Alger Property, Quebec (1)

Acquisition costs $ - $ 75,000 $ 75,000
Assays 202 - 202
Claim maintenance 13,156 - 13,156
IP surveys 136,722 - 136,722
Geological 75,000 - 75,000
Consulting 1,658 - 1,658
Line cutting 30,690 - 30,690
Taxes - 10,686 10,686
Goodwill - 183,419 183,419
Management fees 3,089 - 3,089
Other 3,197 11,173 14,370
- - -

Total expenditures 263,714 280,278 543,992

Less: Quebec refundable tax credits
and mining duty refunds - (2,436) (2,436)

Total expenditures for the period 263,714 277,842 541,556

Balance, beginning of period 277,842 - -

Balance, end of period $ 541,556 $ 277,842 $ 541,556

Burnt Hill Property, New Brunswick (2)

Acquisition costs $ 75,000 $ - $ 75,000
Balance, beginning of period - - -

Balance, end of period $ 75,000 $ - $ 75,000

Total mining properties $ 616,556 $ 277,842 $ 616,556

-9-
Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

4. Mineral properties (continued)

(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 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.

(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.

See subsequent note for the amended option agreement.

5. 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, 2007 the Company's remaining commitment with respect to unspent
resource expenditures under flow-through common share agreements is $795,250 (2006 -
$165,500).

- 10 -
Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

6. 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

Issued - Common shares

Number of $
Shares Amount

Balance, May 31, 2005 3,825,873 $ 1,891,543

Shares issued to settle debt (i) 28,519,855 171,119
Private placement - flow-through shares (ii) 8,475,000 169,500
Warrant valuation (ii) - (25,425)
Tax effect of flow-through renunciation (iii) - (61,223)
Consolidation of shares (iv) (32,656,448) -
Acquisition of Chilly-Bin Inc. (v) 5,000,000 250,000
Share issue costs - (1,016)

Balance, May 31, 2006 13,164,280 2,394,498

Private placement (vi) 1,562,500 125,000

Warrant valuation (vi) - (84,375)
Private placement - flow-through shares (vii) 2,400,000 144,000
Private placement (viii) 2,523,331 378,500
Warrant valuation (viii) - (285,116)
Private placement - flow-through shares (ix) 1,860,714 651,250
Warrant valuation (ix) - (494,950)
Private placement (x) 1,025,999 615,600
Shares issuance on exercise of warrants (xi) 564,665 84,700
Valuation of exercised warrants - 25,410
Tax effect of flow-through renunciation (vii)(ix) - (287,244)
Share issue costs - cash - (30,799)

Balance, May 31, 2007 23,101,489 $ 3,236,474

(i) On November 1, 2005 the Company settled substantially all of its outstanding
liabilities amounting to $171,119 through the issuance of an aggregate of
28,519,855 common shares to the following arm's length creditors: Elen
Enterprises Inc, Nominex Ltd, Kalwea Financial Corp., Allan Ringler Services Inc,
George Duguay Services Inc, Jim Voisin and Peter Miller.

- 11 -
Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

6. Share capital (continued)

(ii) On December 30, 2005 the Company completed a private placement financing
under which it issued 8,475,000 flow-through units of the Company at a price of
$0.02 per unit for aggregate gross proceeds of $169,500. Each unit is comprised of
one common share in the capital of the Company and one-third common share
purchase warrant. Each warrant entitles the holder thereof to purchase one
common share of the Company at a price of $0.03 per warrant until December 30,
2006.

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 152%, risk-free interest rate of 3.76% and an
expected life of one year. Value assigned to the 2,825,000 warrants was $25,425.

(iii) The amount from the flow-through shares in (ii) above has been renounced and has
created a future income tax liability of $61,223 which has been allocated as a cost
of issuing the flow-through shares.

(iv) On April 20, 2006 the outstanding common shares were consolidated on the basis
of one new common share for each five issued and outstanding old common
shares.

(v) In consideration of the acquisition of Chilly-Bin, the Company delivered to the

shareholders of Chilly-Bin a total of 5,000,000 post-consolidated shares in the
capital of the Company. This was considered a related party transaction.

(vi) 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.

(vii) 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 liability of approximately $52,013, which has been
allocated as a cost of issuing the flow-through shares.

- 12 -
Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

6. Share capital (continued)

(viii) 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.

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 173%, risk free interest rate of 3.82% and an
expected life of 2 years. Value assigned to 2,523,331 warrants was $285,116.

(ix) 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.

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 173%, risk free 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.

(x) On May 30, 2007 the Company completed two private placements which it issued
1,025,999 common shares at a price of $0.60 per share for aggregate gross
proceeds of totalling $615,600.

(xi) 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. These warrants were initially issued in the private
placement described in Note 6(a)(ii). As a result of Note 6 (a)(iv) 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.

- 13 -
Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

6. Share capital (continued)

(b) 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 option's maximum term is five years.

The following table sets out the changes in the stock options for each of the years ended
May 31, 2007 and 2006:

2007 2006
Weighted Weighted
average average
No. of exercise No. of exercise
options price options price

Outstanding, beginning of year - $ - - $ -

Granted 2,200,000 - - -

Outstanding, end of year 2,200,000 $ 0.17 - $ -

Options exercisable at year end 2,200,000 -

Weighted average fair value of

options granted during the year $ 0.16 $ -

As of May 31, 2007, 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) 1,700,000 4.51 years $ 0.10 1,700,000 $ 0.10

April 17, 2012 (ii) 500,000 4.88 0.40 500,000 0.40

2,200,000 4.59 years $ 0.10 2,200,000 $ 0.10

- 14 -
Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

6. Share capital (continued)

During the year, 2,200,000 (2006 - Nil) stock options were granted to directors 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, 2007, the following options were
expensed.
Number of options Amount
Option grant date expensed expensed

December 4, 2006 (i) 1,700,000 $ 280,500

April 17, 2007 (ii) 500,000 73,000

2,200,000 $ 353,500

(i) The amount expensed was calculated 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 average life of 5 years. The
options were valued at $280,500.

(ii) The amount expensed was calculated 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 average life of 5 years. The
options were valued at $73,000.

The following is a continuity of contributed surplus:

Amount

Balance, May 31, 2005 and 2006 $ 1,035

Stock-option compensation 353,500
Expired warrants 15

Balance, May 31, 2007 $ 354,550

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Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

6. Share capital (continued)

(c) Warrants
The following is continuity of warrants for the years ended May 31, 2007 and 2006:

Number
of $
Warrants Value

Balance, May 31, 2005 (Note 6(a)(ii) 2,825,000 $ -

5 for 1 consolidation (Note 6(a)(iv) (2,260,002) -
Post consolidation balance 564,998 25,425

Balance, May 31, 2006 564,998 25,425

Private placement (Note 6(a)(vi)) 1,562,500 84,375
Private placement (Note 6(a)(viii)) 2,523,331 285,116
Private placement (Note 6(a)(ix)) 1,860,714 494,950
Exercised (Note 6(a)(xi)) (564,665) (25,410)
Expired (Note 6(a)(xi)) (333) (15)

Balance, May 31, 2007 5,946,545 $ 864,441

The following table summarizes the warrants outstanding at May 31, 2007 and 2006:

Exercise price Number of warrants

per share outstanding at May 31,
$ Expiry Date 2007 2006

0.03 December 30, 2006 - 564,998

0.10 June 14, 2008 1,562,500 -
0.20 December 5, 2008 2,256,664 -
0.20 December 8, 2008 266,667 -
0.45 December 29, 2008 1,860,714 -

5,946,545 564,998

- 16 -
Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

6. Share capital (continued)

(d) Basic and diluted (loss) per share

The following table sets forth the computation of basic and diluted (loss) per share:

2007 2006

Numerator:
(Loss) for the year $ (423,428) $ (37,001)

Numerator for basic and diluted (loss)

per share $ (423,428) $ (37,001)

Denominator:
Weighted average number of common
shares 18,886,635 5,573,445

Denominator for basic (loss) per share 18,886,635 5,573,445

Effect of dilutive securities:
Stock options (i) - -
Share purchase warrants (i) - -
Denominator for diluted (loss) per share 18,886,635 5,573,445

Basic (loss) per share $ (0.02) $ (0.01)

Diluted (loss) per share $ (0.02) $ (0.01)

(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.

7. 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.

- 17 -
Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

7. Income taxes (continued)

2007 2006

Future tax liability:

Resource property $ (287,244) $ (61,223)

Future tax asset:

Non-capital losses used to reduce
the future income tax liability 287,244 61,223

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:

2007 2006

Non-capital losses carried forward $ 525,339 $ 412,305

Exploration expenditures 22,533 21,744
Deferred financing costs 9,119 294
Cumulative eligible capital 11,858 4,619

Total future tax assets 568,849 438,962

Non-capital losses transferred to future income tax liability (348,467) (61,223)
Valuation allowance for future tax assets (220,382) (377,739)

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. The Company's income tax recovery for
each of the years ended May 31, 2007 and 2006 is as follows:

2007 2006

Current income tax expense $ - $ -

Future income tax expense (recovery) (287,244) (61,223)

Total income tax expense (recovery) $ (287,244) $ (61,223)

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Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

7. Income taxes (continued)

The Company's actual income tax expense for each of the years ended is made up as follows:

2007 2006

(Loss) before income taxes $ (710,672) $ (98,224)

Income taxes recovery at combined federal and provincial

rate of 36.12% (256,695) (35,479)
Stock-option compensation 127,684 -
Non-deductible meals and entertainment 182 56
Share issue costs written off over five years (2,298) (73)
Renunciation of flow-through shares (287,244) (61,223)
Taxable benefit not recognized 131,127 35,496

Actual income tax expense (recovery) $ (287,244) $ (61,223)

As at May 31, 2007 the Company has non-capital losses available for carry forward of
approximately $1,454,000 and Canadian exploration and development expenditures of
approximately $326,000 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

2008 $ 91,000
2009 603,000
2010 141,000
2014 90,000
2015 68,000
2026 98,000
2027 363,000

$ 1,454,000

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Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

8. Related Party Transactions

The Company was previously paying $2,000 per month to Harper Capital Inc. ("Harper") (a
company owned by the spouse of the former promoter of the Company) for managing and
supervising the Company's activities. Since August 2005, the Company has no longer required
Harper's services. During the year ended May 31, 2007 the Company was charged the sum of
$Nil (2006 - $6,000) as management fees for service provided by Harper.

As at May 31, 2007, pursuant to the financing disclosed in Note 6(a)(vi), the following related
parties of the Company participated in the private placement by purchasing offered units:
Nominex Ltd. (of which Neil Novak, a director of the Company, is the President) - 62,500 units;
Nicole Brewster, the former Secretary and a former director of the Company - 62,500 units; Jim
Voisin, the President and a director of the Company - 62,500 units; and Norm Brewster, an
insider of the Company - 250,000 units.

During the year, the Company has paid Billiken Management Services Inc. ("Billiken"), a private
company, in which partial ownership is held by a spouse of one of the directors of the Company,
to manage the New Alger Property. This company charges a fee of 10% of expenses incurred on
behalf of the Company. The fee totaled $3,089 (2006 - $Nil). As at May 31, 2007, there was a
balance of $11,439 due to the Company from Billiken.

During the year, consulting fees paid/payable to directors, officers and insiders of the Company
were expensed or capitalized to mining properties for an aggregate of $160,600. The amounts
are as follows: Jim Voisin, the CFO and a director of the Company - $43,000; Nicole Brewster,
the former Secretary and a former director of the Company - $27,600; and Norm Brewster,
director - $90,000.

These transactions have been measured at the exchange amount.

Amounts due to related parties are unsecured, non-interest bearing and have no fixed terms of
repayment.

9. Financial Instruments

The Company's financial instruments include due from related company, accounts receivable
and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion
that the Company is not exposed to significant interest rate, currency or credit risks arising from
these financial instruments. The fair value of the financial instruments approximates their market
value due to the short term nature of these instruments.

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Cadillac Ventures Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
May 31, 2007 and 2006

10. Segmented information

The Company's operations comprise a single reporting operating segment engaged in resource
exploration. As the operations comprise a single reporting segment, amounts disclosed in the
financial statements for loss for the year and loss per share also represent segment amounts.

All of the Company's operations and assets are located in Canada.

11. Subsequent events

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 will immediately commence a
$1,500,000 exploration program on the Burnt Hill project. The Company will 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
contemplated by the Company to be completed in the second or third quarters of 2007. The
Company will remain the operator of the program during this time.

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