Docstoc

ARTA ENTERPRISES INC

Document Sample
ARTA ENTERPRISES INC Powered By Docstoc
					                                       ECLIPS INC.




                     NOTICE OF ANNUAL AND SPECIAL MEETING OF
                       SHAREHOLDERS TO BE HELD ON MAY 12, 2006

                                                AND

                         MANAGEMENT INFORMATION CIRCULAR




                                           April 13, 2006




"Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in
   any way passed upon the merits of the Reverse Take-Over described in this information circular."
             NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the holders of
common shares (“Common Shares”) of Eclips Inc. (the “Corporation”) will be held at 10:00am on May 12, 2006 at
the hour of 10:00 a.m. ( Eastern time) for the following purposes:

1.      to consider and, if deemed advisable, to pass an ordinary resolution (the “Purchase Resolution”), with or
        without variation, authorizing the purchase pursuant to a share exchange agreement (the “Share Exchange
        Agreement”) of all of the outstanding securities of Cadillac West Explorations Inc. (“CWE”), whose
        principal assets are approximately 13,000 hectares of staked and optioned mining claims, as more
        particularly described in the accompanying Information Circular;

2.      conditional upon the Purchase Resolution being approved , to consider and, if deemed advisable, to pass a
        special resolution, with or without variation, authorizing an amendment of the articles of the Corporation
        providing for the consolidation of the issued and outstanding Common Shares of the Corporation on the
        basis one new common share (“Consolidated Common Share”) for every 4,000 issued and outstanding
        Common Shares, with any entitlement to receive a fraction of a Consolidated Common Share rounded up to
        the next highest whole number of Consolidated Common Shares, to take effect only in the event that all
        conditions to the effectiveness of the Share Exchange Agreement have been satisfied or waived;

3.      conditional upon the Purchase Resolution being approved, to consider and, if deemed advisable, to pass a
        special resolution, with or without variation, authorizing an amendment of the articles of the Corporation
        providing for the subdivision of each issued and outstanding Consolidated Common Share of the
        Corporation on the basis 500 new common shares (“New Common Shares”) for each issued and
        outstanding Consolidated Common Share, to take effect only in the event that all conditions to the
        effectiveness of the Share Exchange Agreement have been satisfied or waived,

4.      conditional upon the Purchase Resolution being approved, to consider and, if deemed advisable, to pass a
        special resolution, with or without variation, authorizing an amendment of the articles of the Corporation
        providing for a change of name of the Corporation to “Cadillac Mining Corporation” or such other name as
        shall be acceptable to the directors of the Corporation and all regulatory bodies having jurisdiction, to take
        effect only in the event that all conditions to the effectiveness of the Share Exchange Agreement have been
        satisfied or waived;

5.      conditional upon the Purchase Resolution being approved, to consider and, if deemed advisable, to pass an
        ordinary resolution, with or without variation, authorizing the issuance of an aggregate of 627,920 New
        Common Shares to creditors of the Corporation, as more particularly described in the accompanying
        Information Circular, to take effect only in the event that all conditions to the effectiveness of the Share
        Exchange Agreement have been satisfied or waived;

6.      conditional upon the Purchase Resolution being approved, to consider, and if deemed advisable, to pass an
        ordinary resolution, with or without variation, approving a new stock option plan (the “New Plan”) for
        directors, officers, employees and consultants of the Corporation and its subsidiaries, to take effect only in
        the event that all conditions to the effectiveness of the Share Exchange Agreement have been satisfied or
        waived;

7.      to consider, and if deemed advisable, to pass a special resolution, with or without variation, authorizing a
        change in the place of the registered office of the Corporation;

8.      to receive and consider the audited consolidated financial statements of the Corporation for the years ended
        May 31, 2005 and May 31, 2004, together with the reports of the auditors thereon;




                                                          i
9.         to elect directors to hold office until the next annual meeting of shareholders or until their successors are
           elected or appointed;

10.        to appoint auditors of the Corporation for the ensuing year and to authorize the directors to fix their
           remuneration; and

11.        to transact such other business as may properly be brought before the Meeting or any adjournment or
           postponement thereof.

Shareholders are referred to the accompanying Information Circular dated April 13, 2006 for more detailed
information with respect to the matters to be considered at the Meeting and for the full text of the resolutions.

A special resolution must be passed by not less than two-thirds of the votes cast by shareholders who vote in respect
of the resolution. An ordinary resolution must be passed by not less than 50% of the votes cast by shareholders who
vote in respect of the resolution.

The directors have fixed March 15, 2006 as the record date. Holders of Common Shares of record at the close of
business on March 15, 2006 are entitled to notice of the Meeting and to vote thereat or at any adjournment thereof,
except to the extent that a person has transferred any Common Shares after that date and the new holder of such
Common Shares established proper ownership and requests, not later than 10 days before the Meeting, to be
included in the list of shareholders eligible to vote at the Meeting.

Dated at Orangeville, Ontario, this 13th day of April, 2006.

                                                                  BY ORDER OF THE BOARD OF DIRECTORS

                                                                  (signed)

                                                                  David Childs
                                                                  President

If you are a registered shareholder of the Corporation and are unable to attend the Meeting in person, please date and sign the enclosed form of
proxy and return it in the envelope provided. All proxies to be valid, must be Computershare Trust Company of Canada, the Transfer Agent of
the Corporation at 100 University Avenue, Toronto, ON, M5J 2Y1, at least 48 hours prior to the meeting or any adjournment thereof. If you are
an unregistered shareholder of the Corporation and receive these materials through your broker or through another intermediary, please
complete and return the form of proxy in accordance with the instructions provided to you by your broker or by the other intermediary.




                                                                       ii
                              INFORMATION CIRCULAR SUMMARY

"The following is a summary of information relating to the Eclips Inc., Cadillac West Explorations Inc.
and the Resulting Issuer (assuming completion of the Transaction) and should be read together with the
more detailed information and financial data and statements contained elsewhere in this Information
Circular”

         An annual and special meeting of Eclips Inc. ("Eclips” or the “Corporation”) shareholders will be
held on May 12, 2006 to consider usual annual business and certain proposed reorganization transactions.
This Information Circular describes the proposed reorganization of Eclips, which includes the acquisition
of Cadillac West Explorations Inc. (“CWE”), the conversion of all outstanding indebtedness of Eclips into
equity, the raising of up to $5,000,000 in new equity capital, the consolidation of the Common Shares on
a 1 for 4,000 basis and subsequent subdivision (split) of the resulting Consolidated Common Shares on a
500 for 1 basis, the net effect of which will be to consolidate the Common Shares on a 1 for 8 basis and a
change of corporate name to “Cadillac Mining Corporation”. If all elements of the reorganization proceed
as proposed, you will receive one post-reorganization common share of “the resulting issuer for every 8
common shares of Eclips now held, provided that, in the event that you currently hold less than 4,000
Eclips shares, you will receive 500 shares of the resulting issuer.

         Eclips has agreed to purchase from the shareholders of CWE 100% of the issued and outstanding
shares of the capital stock of CWE. Following this purchase, CWE shall be a wholly owned subsidiary of
Eclips. In exchange for the CWE Shares, Eclips will issue to the CWE Shareholders 14,664,084 common
shares in the capital of the Corporation to provide them with 80% of the common shares outstanding after
giving effect to the transaction. CWE will have the right to nominate a majority of the Board of Directors,
subject to regulatory approval, provided that the majority of Directors are Canadian residents. No public
market currently exists for the securities of CWE.

         CWE was incorporated in June 2004 to pursue a promising mineral exploration opportunity near
the City of Rouyn-Noranda in western Quebec. CWE Management believes that, through the application
of fresh concepts to one of Canada‟s oldest and most prolific mining regions, this gold and base metal
project, covering approximately 13,000 hectares of staked and optioned claims, offers excellent potential
for success. The property covers significant historical mineralization, a past-producing deposit, and a 24-
kilometer section of the Cadillac Break that is virtually unexplored.

         CWE has expended approximately $600,000 to date on infrastructural surveys and on 2500
meters of diamond drilling to demonstrate the validity of its exploration models. This initial work has
identified several coincident geophysical and lithogeochemical anomalies over the Cadillac Break, while
drilling has intersected significant widths of high-grade gold values on the Lac Fortune and Arntfield
properties. Reference is made to Schedule II (attached) – Information regarding Cadillac West
Explorations Inc., for more detailed information with respect to CWE.

        The Bank of Montreal, the holder of approximately 11.1% of the outstanding common shares of
the Corporation, and Mr. Jeremy Kendall took the initiative in securing this Purchase Transaction.

         The pro-forma consolidated working capital of the Corporation before payment of expenses
relating to the proposed transactions as at December 31, 2005 (unaudited), assuming conclusion of the
Purchase Transaction and Reorganization Transactions is estimated to be $1,965316. The Resulting Issuer
will spend the funds available principally to fund initiatives for the exploitation of the mineral rights in
Canada and for general and administrative expenses. See “Schedule I - Information Concerning the
Resulting Issuer - Administration”. There may be circumstances where, for sound business reasons, a



                                                    iii
reallocation of funds may be necessary. The Corporation‟s working capital available to fund ongoing
operations will be sufficient to meet its administration costs, estimated to be $300,000 and its exploration
costs, estimated to be $1,500,000 for the first twelve months, after taking into consideration costs and
expenses in connection with the proposed transactions of $100,000.

Eclips is traded on the TSX Venture exchange under the symbol WAY. At the time the stock was halted
on news of this pending Transaction, the stock was trading at about $0.02 per share.

Eclips has been informed that a Sponsor will not be required for this transaction. CWE‟s Technical
Report, prepared according to National Policy 43-101 is available on the Internet at www.Cadillac-
West.com or at Eclips‟ office in Orangeville, Ontario.

Certain of the directors and officers of the Resulting Issuer will also serve as directors of other companies
involved in the mineral exploration sector and consequently there exists the possibility for such directors
to be in a position of conflict. Any decision made by such directors involving the Resulting Issuer will be
made in accordance with the duties and obligations of directors to deal fairly and in good faith with the
Resulting Issuer and such other companies. In addition, such directors will declare, and refrain from
voting on, any matter in which such directors may have a conflict of interest.

The securities offered hereunder must be considered highly speculative due to the nature of the
Corporation‟s business. Prospective investors should carefully consider the information presented in this
Information Circular before purchasing the Shares offered under this Circular. Specifically, the reader is
directed to Schedule I – Risk Factors.

        Management of Eclips has been searching for some time for new opportunities for your company.
Management believes that the CWE acquisition provides the Corporation with the ability to exploit a new
and exciting opportunity with significant potential. As a shareholder you will participate in an active
operating company with growth and profit potential. Please read the enclosed material which includes a
description of the proposed business plan of the Resulting Issuer following completion of the
reorganization.

        Your directors are unanimous in their support of the reorganization proposal and encourage you
to attend the Meeting or to return the enclosed Form of Proxy. Please read the material carefully and
consult an advisor or call one of the directors with any questions.




                                                     iv
                                                                    TABLE OF CONTENTS

GLOSSARY ..................................................................................................................................................................1
GENERAL PROXY MATTERS ..................................................................................................................................3
Solicitation of Proxies ...................................................................................................................................................3
Appointment and Revocation of Proxies .......................................................................................................................3
Advice To Beneficial Holders of Common Shares ........................................................................................................4
Voting of Proxies ...........................................................................................................................................................4
Voting Shares and Principal Holders Thereof ...............................................................................................................5
Cease Trade Orders .......................................................................................................................................................5
Sequence of Events ........................................................................................................................................................5
INFORMATION CONCERNING ECLIPS ..................................................................................................................7
The Corporation.............................................................................................................................................................7
Business of the Corporation...........................................................................................................................................7
Directors and Senior Officers ........................................................................................................................................8
Executive Compensation ...............................................................................................................................................9
Share Capital ............................................................................................................................................................... 12
Capitalization ............................................................................................................................................................... 12
Prior Sales.................................................................................................................................................................... 13
Price Range and Trading Volume of Common Shares ................................................................................................ 13
Escrowed Securities ..................................................................................................................................................... 14
Summary and Analysis of Financial Operations ......................................................................................................... 14
Dividend Policy ........................................................................................................................................................... 17
Indebtedness of Directors and Senior Officers ............................................................................................................ 17
Legal Proceedings........................................................................................................................................................ 17
Material Contracts ....................................................................................................................................................... 18
Registrar and Transfer Agent ....................................................................................................................................... 18
Interest of Insiders in Material Transactions ............................................................................................................... 18
Interest of Certain Persons and Companies in Matters to be Acted On ....................................................................... 18
Relationship Between the Corporation, CWE and Professional Persons ..................................................................... 18
SPECIAL MEETING BUSINESS .............................................................................................................................. 20
Purchase Transaction ................................................................................................................................................... 20
Consolidation and Subdivision .................................................................................................................................... 28
Change of Name .......................................................................................................................................................... 30
Debt Settlement ........................................................................................................................................................... 31
Stock Option Plan ........................................................................................................................................................ 33
Change of Registered Office ....................................................................................................................................... 34
ANNUAL MEETING BUSINESS .............................................................................................................................. 35
Financial Statements .................................................................................................................................................... 35
Appointment of Auditors ............................................................................................................................................. 35
Election of Directors .................................................................................................................................................... 35
OTHER BUSINESS .................................................................................................................................................... 37
SCHEDULE I - INFORMATION CONCERNING THE RESULTING ISSUER .................................................... I-1
Corporate Information ................................................................................................................................................ I-1
Business of the Resulting Company ........................................................................................................................... I-1
       Claims Held by ............................................................................................................................................... I-6
       Claims Optioned by ........................................................................................................................................ I-6
       Accessibility, Climate, Local Resources, Infrastructure and Physiography .................................................. I-10
       Geological Setting ......................................................................................................................................... I-11
       Deposit Types ................................................................................................................................................ I-16
       Mineralization ................................................................................................................................................ I-16
       Exploration ................................................................................................................................................... .I-16
       Drilling .......................................................................................................................................................... I-18
       Sampling Method and Approach .................................................................................................................. .I-21
       Sample Preparation, Analyses and Security .................................................................................................. I-21
        Data Verification ........................................................................................................................................... I-21
Adjacent Properties................................................................................................................................................... I-21
       Mineral Processing and Metallurgical Testing .............................................................................................. I-22
       Mineral Resource and Mineral Reserve Estimates ........................................................................................ I-22
       Other Relevant Data and Information ............................................................................................................ I-22
       Conclusions ................................................................................................................................................... I-22
       Recommendations.......................................................................................................................................... I-23
Directors and Officers ........................................................................................................................................ …..I-24
       Corporate Cease Trade Orders or Bankruptcies……………..……                                                      ……………………………………I-27
       Penalties or Sanctions…………………………………………… ....…………………………………….I-28
       Conflicts of Interest…………………………………………                                                            …………………………………………..I-28
       Other Reporting Issuer Experience…                              …………………………………………………………………I-28
Options to Purchase Securities……………                                 …………………………………………….……………………..I-30
Proposed Executive Compensation…                           …………………………………………………………………………I-30
Administration .......................................................................................................................................................... I-30
Share Capital and Capitalization............................................................................................................................... I-30
Principal Shareholders .............................................................................................................................................. I-31
Risk Factors……………………                               ………………………………………………………………………………I-33
Conflicts of Interest .................................................................................................................................................. I-37
Related Party Transactions ....................................................................................................................................... I-37
Material Contracts .................................................................................................................................................... I-38
SCHEDULE II – INFORMATION CONCERNING CADILLAC WEST EXPLORATIONS INC. ........................ I-1
 Corporate Information ............................................................................................................................................. II-1
 Business of .............................................................................................................................................................. II-1
 Share Capital and Prior Sales……….….…………………………………………………… …………………..II-1
 Directors and Officers………………….……………………………………………….…… ………………….II-3
 Non Arm‟s Length Party Transactions……………………………………………………… ………………….II-6
 Principal Shareholders………………………………………………………………….…..…… ……………..II-7
 Legal Proceedings………………………………………………………………………………… …………….II-7
 Material Contracts ................................................................................................................................................... II-7
SCHEDULE III - FINANCIAL STATEMENTS OF ECLIPS INC. ...................................................................... III-1
SCHEDULE IV - PRO FORMA FINANCIAL STATEMENTS………………………..…..……… ………….IV-1
SCHEDULE V – NEW STOCK OPTION PLAN ................................................................................................... V-1
SCHEDULE VI – FINANCIAL STATEMENTS OF CADILLAC WEST EXPLORATIONS INC.…… ….... VI-1
APPROVAL AND CERTIFICATE OF ECLIPS INC
                                              GLOSSARY

The following are some defined terms used most often within this Information Circular. This Information
Circular also contains other defined terms.

“AgentShopper” means AgentShopper Inc.

 “AgentShopper Software” means the proprietary software application known as the ECLIPS System,
developed by an affiliate of AgentShopper and exclusively licenced to AgentShopper, for the rapid
analysis, population and extraction of data simultaneously from multiple websites on the Internet using a
single search.

“Beneficial Shareholder” means an owner of Common Shares who does not hold such Common Shares
in its own name.

“Cadillac” means Cadillac Mining Corporation

“Circular” means the management information circular of Eclips.

“Common Share” and “Common Shares” means a common share or common shares in the capital of
the Corporation.

“Consolidation” means the consolidation of the issued and outstanding Common Shares on the basis of
one Consolidated Common Share for every 4,000 issued and outstanding Common Shares and the
subsequent subdivision of each issued and outstanding Consolidated Common Share on the basis of 500
New Common Shares for each issued and outstanding Consolidated Common Share.

“CWE” means Cadillac West Explorations Inc.

“Debt Settlement” means the issuance of an aggregate of 627,920 New Common Shares to creditors of
Eclips to settle outstanding indebtedness.

“Eclips” or “Corporation” means Eclips Inc.

“Form 3D1” means the TSX-V form outlining the information required in an information circular for a
reverse-takeover.

“Information Circular” means this management information circular.

“Meeting” means the annual and special meeting of the shareholders of the Corporation for which the
circular is being prepared to be held on May 13, 2006.

“New Common Shares” means the Common Shares as they will then be constituted following the
Consolidation.

“Policy 5.4” means Policy 5.4 of TSX Venture.

“Policy 5.9” means Policy 5.9 of TSX Venture.

 “Purchase Transaction” means the purchase by Eclips of all of the outstanding securities of CWE
pursuant to the Share Exchange Agreement.


                                                   1
“RFI” means Resource Finance & Investment Ltd.

“Reorganization Transactions” means the Consolidation and Debt Settlement.

“Resulting Issuer” means Cadillac Mining Corporation following completion of the Purchase
Transaction and Reorganization Transactions.

“Series A CWE Warrants” means the 1,400,000 common share purchase warrants of CWE expiring
November 30, 2008, each entitling the holder thereof to acquire one CWE Common Share at a price of
$0.25 per share.

“Series B CWE Warrants” means the 625,000 common share purchase warrants of CWE expiring
February 28, 2007, each entitling the holder thereof to acquire one CWE Common Share at a price of
$0.25 per share.

“Series A Warrants” means the 1,620,000 common share purchase warrants of the Resulting Issuer
expiring February 27, 2006, each entitling the holder thereof to acquire one New Common Share at a
price of $0.10 per share.

“Series B Warrants” means the 3,500,000 common share purchase warrants of the Resulting Issuer
expiring February 27, 2006, each entitling the holder thereof to acquire one New Common Share at a
price of $0.20 per share.

“Series C Warrants” means the 3,000,000 common share purchase warrants of the Resulting Issuer
expiring February 27, 2006, each entitling the holder thereof to acquire one New Common Share at a
price of $0.10 per share during the first year of the term and at a price of $0.20 per share during the
second year of the term.

“Series D Warrants” means the 283,125 common share purchase warrants of the Resulting Issuer
expiring April 23, 2006, each entitling the holder thereof to acquire one New Common Share at a price of
$0.20 per share.

“Series E Warrants” means the 1,441,331 common share purchase warrants of the Resulting Issuer
expiring November 30, 2008, each entitling the holder thereof to acquire one New Common Share at a
price of $0.24 per share.

“Series F Warrants” means the 643,451 common share purchase warrants of the Resulting Issuer
expiring February 28, 2007, each entitling the holder thereof to acquire one New Common Share at a
price of $0.24 per share.

“Shareholder” means a registered holder of Common Shares.

“Share Exchange Agreement” means the agreement between Eclips and CWE dated January 31, 2006
providing for the purchase by Eclips of all of the outstanding securities of CWE.

“The Bank” means The Bank of Montreal

“Transaction” means the Purchase Transaction, as defined in the Circular.

“TSX Venture” or TSX-V or “the Exchange” means the TSX Venture Exchange.



                                                   2
                                              ECLIPS INC.

                           MANAGEMENT INFORMATION CIRCULAR
                           for the Annual and Special Meeting of Shareholders
                                       to be held on May 12, 2006

                                   GENERAL PROXY MATTERS

                                         Solicitation of Proxies

        This Information Circular is furnished in connection with the solicitation by Management of
Eclips Inc. (the “Corporation” or “Eclips”) of proxies from holders of Common Shares for use at the
annual and Special meeting of the shareholders of the Corporation (the “Meeting”) to be held on May 12,
2006 at 10:00 a.m. (Eastern time) and at any adjournment thereof, for the purposes set out in the
accompanying notice of the Meeting (the “Notice of Meeting”).

        All information contained in this Information Circular with respect to CWE for inclusion herein,
and with respect to that information, Eclips and its board of directors and officers have relied on CWE.

        Although it is expected that solicitation will be primarily by mail, proxies may also be solicited
by telephone or other means of communication, or in person by directors and officers of the Corporation
(who will not be additionally compensated therefor). The cost of solicitation will be borne by the
Corporation. The Corporation may also pay brokers or nominees holding Common Shares in their names
or in the names of their principals for their reasonable expenses in sending solicitation material to
Beneficial Holders.

                                Appointment and Revocation of Proxies

        The persons named in the accompanying Form of Proxy are directors and/or officers of the
Corporation. Shareholders desiring to appoint some other person (who is not required to be a
shareholder of the Corporation) to represent him at the Meeting may do so either by inserting such
person’s name in the blank space provided in the Form of Proxy and deleting the names printed
thereon or by completing another proper Form of Proxy. Such shareholder should notify the
nominee of their appointment, obtain their consent to act as proxy and should instruct them on how
the shareholder’s shares are to be voted.

A Proxy will not be valid for the Meeting or any adjournment thereof unless it is signed by the
shareholder or by their attorney authorized in writing or, if the shareholder is a corporation, it must be
executed under corporate seal or by a duly authorized officer or attorney of the corporation and delivered
to the Corporation c/o Computershare Trust Company of Canada at 100 University Avenue, Toronto, ON,
M5J 2Y1, the Transfer Agent and Registrar of the Corporation, at least 48 hours prior to the Meeting or
any adjournment thereof.

        A shareholder who has given a proxy may revoke it, in any manner permitted by law, including
by instrument in writing, executed by the shareholder or by their attorney authorized in writing or, if the
shareholder is a corporation, executed by a duly authorized officer or attorney of such corporation and
deposited with the Corporation c/o Computershare Trust Company of Canada, 100 University Avenue,
Toronto, ON, M5J 2Y1 at any time up to and including the last business day preceding the day of the
Meeting or any adjournment thereof or with the chairman of the Meeting on the day of the Meeting or any
adjournment thereof.


                                                    3
                           Advice To Beneficial Holders of Common Shares

         The information set forth in this section is of significant importance to many shareholders
of the Corporation, as a substantial number of shareholders do not hold shares in their own name.
Beneficial Shareholders should note that only proxies deposited by shareholders whose names appear on
the records of the Corporation as the registered holders of Common Shares can be recognized and acted
upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a
broker, then in almost all cases those Common Shares will not be registered in the shareholder‟s name on
the records of the Corporation. Such Common Shares will more likely be registered under the name of
the shareholder‟s broker or an agent of that broker. In Canada, the majority of such shares are registered
under the name of CDS & Co. (the registration name for The Canadian Depository for Securities, which
acts as nominee for many Canadian brokerage firms). Shares held by brokers or their agents or nominees
can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder.
Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for
the broker‟s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting
the voting of their Common Shares are communicated to the appropriate person.

         Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from
Beneficial Shareholders in advance of shareholders‟ meetings. Every intermediary/broker has its own
mailing procedures and provides its own return instructions to clients, which should be carefully followed
by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The
form of proxy supplied to a Beneficial Shareholder by his broker (or the agent of the broker) is similar to
the Form of Proxy provided to registered shareholders by the Corporation. However, its purpose is
limited to instructing the registered shareholder (the broker or agent of the broker) on how to vote on
behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining
instructions from clients to Independent Investor Communications Corporation (“IICC”). IICC typically
asks Beneficial Shareholders to return the proxy forms to IICC. IICC then tabulates the results of all
instructions received and provides appropriate instructions respecting the voting of shares to be
represented at the Meeting. A Beneficial Shareholder receiving an IICC proxy cannot use that proxy
to vote Common Shares directly at the Meeting - the proxy must be returned to IICC well in
advance of the Meeting in order to have the Common Shares voted.

        Although a Beneficial Shareholder may not be recognized directly at the Meeting for purposes of
voting Common Shares registered in the name of his broker (or agent of the broker), a Beneficial
Shareholder may attend at the Meeting as proxyholder for the registered shareholder and vote the
Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly
vote their Common Shares as proxyholder for the registered shareholder should enter their own names in
the blank space on the instrument of proxy provided to them and return the same to their broker (or the
broker‟s agent) in accordance with the instructions provided by such broker (or agent), well in advance of
the Meeting.

                                            Voting of Proxies

         All shares represented at the Meeting by a properly executed Form of Proxy will be voted on any
ballot that may be called for and, where a choice with respect to any matter to be acted upon has been
specified in the Form of Proxy, the shares represented by the Proxy will be voted in accordance with such
instructions. In the absence of any such specification or instruction, the persons whose names appear on
the Form of Proxy, if named as proxies, will vote in favour of all of the matters set out in the Notice of
Meeting.



                                                    4
        The enclosed Form of Proxy confers discretionary authority upon the persons named therein with
respect to amendments or variations to matters identified in the Notice of Meeting and any other matters
which may properly come before the Meeting. As of the date hereof, Management is not aware of any
amendments to, variations of or other matters to be presented for action at the Meeting. If, however,
amendments, variations or other matters properly come before the Meeting, the persons designated in the
Form of Proxy will vote thereon in accordance with their judgment pursuant to the discretionary authority
conferred by such Proxy with respect to such matters.

                             Voting Shares and Principal Holders Thereof

        The record date for the purpose of determining holders of Common Shares is March 15, 2006.
Shareholders of record on that date are entitled to receive notice of and attend the Meeting and vote
thereat on the basis of one vote for each Common Share held, except to the extent that a registered
shareholder has transferred the ownership of any shares, subsequent to March 15, 2006 and the transferee
of those shares produces properly endorsed share certificates, or otherwise establishes that they own the
shares and demand, not later than 10 days before the Meeting, that their name be included on the
shareholder list before the Meeting, in which case, the transferee shall be entitled to vote their shares at
the Meeting. The transfer books will not be closed.

        The authorized share capital of the Corporation consists of an unlimited number of Common
Shares and an unlimited number of First Preferred Shares and an unlimited number of Second Preferred
Shares. There are presently no Preferred Shares issued and outstanding and 22,928,168 Common Shares
issued and outstanding as fully paid and non-assessable. See “Information Concerning Eclips – Share
Capital”.

        As at the date hereof, to the knowledge of the directors and senior officers of the Corporation, the
following are the only persons, firms or corporations who beneficially own, directly or indirectly, or
exercise control or direction over 10% or more of the issued and outstanding Common Shares:



    Name and Municipality of            Type of          Number of Common
          Residence                    Ownership              Shares               % of Common Shares
        Bank of Montreal                 Direct           2,556,000                        11.1%


         The directors and senior officers, or associates or affiliates of the directors and officers, as a
group beneficially own and control 12,672,030 Common Shares, which represents approximately 69.62%
of the issued Common Shares.

                                           TSXV Halt Orders

        The Company has been halted by the TSXV, pending review of the proposed RTO.



                                           Sequence of Events

        The first order of business at the Meeting will be the consideration by the shareholders of the
Corporation of the Purchase Transaction Resolution. See “Special Meeting Business - Purpose of the
Special Meeting – Purchase Transaction”. If the requisite shareholder approval necessary to pass the


                                                     5
Purchase Transaction Resolution is not received at the Meeting, the other matters of special
business set forth in the Notice and described herein under the heading “Special Meeting Business”
(other than “Determining Number of Directors”) will not be proceeded with and only the annual
business described herein under the heading “Annual Meeting Business will be proceeded with.




                                                6
                              INFORMATION CONCERNING ECLIPS

                                            The Corporation

         The Corporation was amalgamated under the Business Corporations Act (Ontario) on May 31,
1996 under the name Logicsys Inc., by Certificate of Amendment dated January 11, 2001, its articles
were amended to change its corporate name to Wisper Inc. and by Certificate of Amendment dated
February 27, 2004, its articles were amended to change its corporate name to Eclips Inc. The head office
of the Corporation is located at Suite 260, 75 First Street, Orangeville, Ontario L9W 5B6 and its
registered office is at 67 Yonge Street, Suite 1200, Toronto, Ontario M5E 1J8.

        The Corporation has only one material asset, the Master Licence Agreement for the use and
sublicence in Canada on an exclusive basis of proprietary Internet search software developed by
AgentShopper and its affiliates.

                                      Business of the Corporation

       Wisper Networks was founded in 1989 to design, manufacture and assemble IBM compatible
computers and to distribute computer components. Wisper Networks went public in June of 1993 when it
was acquired in a reverse takeover by the Corporation, then a Junior Capital Pool listed on the Alberta
Stock Exchange (now TSX Venture).

          In 1993, Wisper Networks was a typical value-added reseller (VAR) reselling information
technology hardware, and offering information technology services on implementation and infrastructure
design. Recognizing the frustration of small and medium enterprises (“SMEs”) in dealing with multiple
service providers for their Internet and communication needs, the Corporation acquired wintraCom Corp.
(“wintraCom”), a Toronto-based provider of wireless Internet services, in consideration for the issuance
of 10,000,000 Common Shares. By combining wintraCom‟s wireless business and the Corporation‟s
traditional network integration business, the purchase allowed the Corporation to realize on its strategy of
being a complete end-to-end Internet based services provider. From 1993 to 2002 Wisper Networks‟
focus was on providing end to end Lan-Wan solutions, including technical design and consulting,
Intranet/Extranet messaging and VPN (telecomputing) to SMEs. The operations of Wisper Networks
incurred substantial losses during that period and in May 2002, Wisper Networks sold all of its assets
relating to its broadband business, being substantially all of its assets, to Universe2U Canada Inc. in
consideration for $432,000 in cash payable over a 12-month period. Due to financial difficulties,
Universe2U Canada Inc. subsequently defaulted in the payment of the purchase price and the assets sold
reverted to Wisper Networks, however, Wisper Networks did not have sufficient resources to reactivate
its broadband business. As at September 30, 2003 (unaudited), Wisper Networks had no assets and
liabilities of $1,562,627 and was insolvent. In December of 2003, Wisper Networks was placed into
bankruptcy.

         The Corporation shares were suspended from trading on the TSX Venture on October 22, 2002 as
a result of the cease trade orders being imposed and delisted from the TSX Venture on June 20, 2003 for
failure to pay exchange sustaining fees. In March of 2004 the Corporation completed a Licence
transaction whereby it acquired from AgentShopper the Canadian Licence for the Agent Shopper
Software that provided for the grant of a licence to use and sublicence in Canada on an exclusive basis
proprietary Internet search software developed by AgentShopper and its affiliates. The transaction
included the issuance of 16,074,397 shares as consideration for the licence, the conversion of all
outstanding indebtedness of Wisper into equity, the raising of up to $562,000 in new equity capital, an
effective consolidation of the Corporation‟s Common Shares on a 1 for 8 basis and a change of corporate


                                                     7
name to “ECLIPS Inc.”. Eclips was relisted and began trading again in March 2004. Subsequent to the
transaction, ECLIPS encountered significant difficulty in developing a market for the software as the
Travel industry continued to struggle after the 9/11 disaster and travel agents were reluctant to try new
solutions. Several anticipated transactions with major chains of travel agencies never materialized and it
became apparent that the software required major enhancements to its functionality in order to become a
viable product in this very competitive market. These enhancements took approximately eighteen months
to be completed and are still in the beta testing stage. As a result, the business of Eclips never gained the
traction in the industry that had been anticipated and the Board of Directors of Eclips decided that the
Company needed an additional business activity to increase its probability of success. At the time, the
Board authorized the executive team to commence negotiations with AgentShopper to explore the
possibility of selling the exclusive Canadian rights back to AgentShopper as part of the reorganization
efforts of Eclips. The Company negotiated and subsequently entered into an agreement with Agent
Shopper Inc. to return the software rights to Canada and right of first refusal to the United States to Agent
Shopper for the Agent Shopper travel agency software system in exchange for a net payment of
$115,000. This agreement was entered into on October 31, 2005 and was effective on the earlier of
approval by the TSX of the Cadillac West transaction or one hundred and twenty days from October 31,
2005. From the period from October 31, 2005 to the effective date, Eclips agreed that all revenues
received would be used to pay the operating expenses of the sale of software. Payments are to made to
Eclips Inc. on a quarterly basis until the $115,000 is fully paid. Payments are to be made out of a
minimum of 10% of Gross Revenues of Agent Shopper.

        In late 2005, a group approached the Corporation with an opportunity that is thought to have
better potential to provide more immediate returns for the stakeholders of Eclips. On December 12, 2005
the Corporation announced that it had entered into a letter of intent with CWE for the Purchase
Transaction. A Share Exchange Agreement was subsequently signed on January 31, 2006. See “Special
Meeting Business - Purchase Transaction”.

                                      Directors and Senior Officers

       The name, municipality of residence and position of each director and senior officer of the
Corporation and the principal business or occupation in which each has been engaged during the
immediately preceding five years is as follows:

 Name, Municipality of Residence and
 Position with the Corporation                 Principal Occupation for Past 5 Years

 David W. Childs                               Chairman and Chief Executive Officer, Tiercel Instruments and
 Orangeville, Ontario                          Controls Inc., Orangeville, Ontario (a business consulting
 President and Director                        company)

 David McConomy, CA (1)                        President QC Quadrant Corporation, Ottawa Ontario (a business
 Toronto, Ontario                              consulting firm) and Assistant Professor, Queen‟s School of
 Director                                      Business, Kingston, Ontario.




                                                     8
 Cyril Ing (1)                                Corporate Director, SunOpta Inc.
 Alliston, Ontario
 Director

 David McLaughlin (1)
                                              Self-employed editor and private investor


 Leo Girard                                   Software Support Developer, AgentShopper Inc.
                                              Sessional Professor (Travel and Tourism Programme),
                                              Humber College


Note:
(1)     Member of the Audit Committee.

See “Annual Meeting Business - Election of Directors” for information regarding the directors to be
elected at the Meeting.

                                         Executive Compensation

        The following table, presented in accordance with Form 40 of the Regulation made under the
Securities Act (Ontario) (the “Act”), sets forth all annual and long-term compensation for services
rendered in all capacities to the Corporation and its subsidiaries for the fiscal years ended May 31, 2005,
2004 and 2003 in respect of the Chief Executive Officer of the Corporation (the “Named Executive
Officer”). The Corporation did not have any executive officers of the Corporation and its subsidiaries,
including the Named Executive Officer, whose total salary and bonuses during such fiscal years exceeded
$100,000.




                                                     9
                                              Summary Compensation Table

                                    Annual Compensation                 Long Term Compensation

Name and Title      Fiscal       Salary        Bonus    Other        Securities   Restricted    LTIP     All Other
                    Period        ($)           ($)     Annual        Under       Shares or    Payouts   Compen-
                                                       Compen-        Options     Restricted     ($)      sation
                                                        sation       Granted       Share                     ($)
                                                          ($)           (#)         Units
                                                                                     ($)
David W. Childs,   Nov 30,        Nil           Nil        Nil          Nil          Nil         Nil        Nil
President & CEO    2005

                   YE 2005        Nil           Nil    $24,500 (1)      Nil          Nil         Nil        Nil

                   YE 2004        Nil           Nil    $50,000 (1)      Nil          Nil         Nil        Nil

David              Nov 30,        Nil           Nil    $30,000(2)       Nil          Nil         Nil        Nil
McConomy           2005

                   YE 2005        Nil           Nil    $57,600(2)    200,000(3)      Nil         Nil        Nil

                   YE 2004        Nil           Nil    $7,600(2)        Nil          Nil         Nil        Nil

Leo Girard         Nov 30,        Nil           Nil     $12,500         Nil          Nil         Nil        Nil
                   2005

                   YE 2005        Nil           Nil     $47,900       150,000        Nil         Nil        Nil

                   YE 2004        Nil           Nil     $23,825         Nil          Nil         Nil        Nil

David              Nov 30,        Nil           Nil       Nil           Nil          Nil         Nil        Nil
McLaughlin         2005

                   YE 2005        Nil           Nil     $15,000       150,000        Nil         Nil        Nil

                   YE 2004        Nil           Nil       Nil           Nil          Nil         Nil        Nil

  Note:
  (1) These amounts were paid to Tiercel Instruments and Controls Inc. (“Tiercel”), a company controlled by Mr.
      Childs.

  (2) These amounts were paid or are owing to QC Quadrant Corporation (“Quadrant”), a company controlled by Mr.
      McConomy.

  (3) These option have not yet been issued


                                  Option Grants in Year Ended May 31, 2005

          There were commitments made to grant 200,000 stock options to the Named Executive Officers
  during the year ended May 31, 2005.




                                                           10
                      Options Exercised and Aggregates Remaining at Year-end

       No options were exercised by the Named Executive Officers during the fiscal year ended May 31,
2005 and 300,000 options were held, and 200,000 options were committed to (but not yet issued), by the
Named Executive Officers as at May 31, 2005.

Management and Employment Contracts

        Pursuant to a consulting agreement (the “Consulting Agreement”) dated August 4, 2004 with QC
Quadrant Corporation “Quadrant”, 103A Crichton Street, Ottawa ON K1M 1V8, general management
services are provided to the Corporation by David McConomy. The Consulting Agreement is for an
indeterminate period. During the term of the Agreement Quadrant is to be paid a monthly fee of
$5,000.00 for the duration of the contract and to be reimbursed for all reasonable expenses. The
Corporation has not paid any of the fees owing to Quadrant under the agreement since its inception.

         The Corporation does not have in place any compensatory plan or arrangement with any
executive officer that would be triggered by the resignation, retirement or other termination of
employment of such officer, from a change of control of the Corporation or a change in the executive
officer's responsibilities following any such change of control.

Compensation of Directors

         Directors of the Corporation are not currently paid any fees for their services as directors, except
for reimbursements of out-of-pocket expenses incurred in connection with such duties. However,
directors are entitled to receive compensation to the extent that they provide services to the Corporation at
rates that would be charged by such directors for such services to arm's length parties.

                                 Non Arm’s Length Party Transactions

During the year ended May 31, 2005, the Company paid or accrued amounts relating to management
services or consulting fees for Directors in the amount of $145,000. During the quarter ended November
30, 2005 amounts paid or accrued for Directors for similar services amounted to $53,835. At the year-end
May 31, 2005, the Company showed amounts outstanding owing to Directors of $191,000 and at the end
of the quarter ending November 30, 2005, amounts owing to Directors totaled $288,905.

Stock Option Plan

         The Corporation has a stock option plan (the “Plan”) to attract, retain and motivate directors,
officers, employees and persons engaged to provide ongoing management and consulting services
(“service providers”) by providing them with the opportunity, through share options, to acquire a
proprietary interest in the Corporation and benefit from its growth. The options are non-assignable and
may be granted for a term not exceeding five years.

        The aggregate maximum number of Common Shares which may be issued under the Plan is
2,292,816. The maximum number of Common Shares which may be reserved for issuance to directors
and senior officers under the Plan, any other employee stock option plans or options for services may not
exceed 10% of the Common Shares issued and outstanding at the date of the grant. The number of
Common Shares reserved for issuance to any one person may not exceed 5% of the issued and
outstanding Common Shares at the date of such grant.

        Options may be granted under the Plan by resolution of the board of directors, only to service


                                                     11
providers, subject to the requirements of all applicable securities regulatory authorities. The exercise
price of options issued on any day may not be less than the market price. Payment for Common Shares
issuable pursuant to the exercise of options shall be made in full on the exercise of the options.

        As of the date hereof there were 300,000 stock options of the Corporation outstanding under the
Plan, and a commitment to grant an additional 200,000 options. In connection with the completion of the
Purchase Transactions and Reorganization Transaction, it is proposed that a new stock option plan, that
will be compliant with regulatory policies that would be applicable to the Resulting Issuer, be adopted
(See “Special Meeting Business – Stock Option Plan”).

                                                 Share Capital

        The Corporation is authorized to issue an unlimited number of Common Shares without nominal
or par value, of which, as at the date hereof, 22,794,835 Common Shares are issued and outstanding as
fully paid and non-assessable. There are 133,333 Common Shares reserved for issuance to satisfy a
previously incurred debt. .

         Subject to the rights of the holders of Preferred Shares, the holders of Common Shares are
entitled to dividends if, as and when declared by the directors, to one vote per share at meetings of the
holders of Common Shares and upon liquidation, to receive such assets of the Corporation as are
distributable to the holders of the Common Shares. All of the New Common Shares to be outstanding
upon completion of the Purchase Transaction and Reorganization Transactions will be fully paid and non-
assessable.

       The Corporation is also authorized to issue an unlimited number of First Preferred Shares without
nominal or par value, and an unlimited number of Second Preferred Shares without nominal or par value
of which, as at the date hereof, none have been issued.

                                               Capitalization

        The following table sets forth the capitalization of the Corporation as at November 30, 2005 and
as at November 30, 2005 after giving effect to the Purchase Transaction and Reorganization Transactions:




                                                    Outstanding as at Nov   Outstanding as at Nov
                                                        30, 2005 upon           30, 2005 upon
                                Outstanding as        completion of the       completion of the
                                 at November        Purchase Transaction    Purchase Transaction
                                    30, 2005         and Reorganization      and Reorganization
                                  (unaudited)           Transactions          Transactions and
                    Amount                               (unaudited)              Financing
                   Authorized                                                    (unaudited)

Common Shares      Unlimited      22,928,168            18,330,105(1)           23,330,105(5)
                                         Nil
Preferred Shares   Unlimited                                                      Nil

Series D           Unlimited      2,265,000                283,125                283,125
Warrants (2)



                                                      12
                                                                                          1,512,318
Series E             Unlimited           Nil                  1,512,318
Warrants (3)

Series F             Unlimited           Nil                  675,142                      675,142
Warrants (4)


Note:
(1)       New Common Shares, on a non-diluted basis after giving effect to Consolidation but assuming no exercise
          of any New Common Shares that will be reserved for issuance on the completion of these transactions. See
          “Special Meeting Business – Purchase Transaction – Fully Diluted Share Capital Assuming Completion of
          the Purchase Transaction and Reorganization Transactions”.

(2)       The Series D Warrants expire April 23, 2006. Post transaction exercise price will be $1.60

(3)       The Series E Warrants will be issued to replace the Series A CWE Warrants, and will expire November 30,
          2008. Post transaction exercise price will be $0.24

(4)       The Series F Warrants will be issued to replace the Series B CWE Warrants, and will expire February 28,
          2007. Post transaction exercise price will be $0.24

(5)       New Common Shares, on a non-diluted basis after giving effect to Consolidation and Financing of a
          minimum of $2,500,000 at $0.50 per share, but assuming no exercise of any New Common Shares that will
          be reserved for issuance on the completion of these transactions.

                                                    Prior Sales

          The Corporation has not issued any Common Shares in the previous 12-month period.


                            Price Range and Trading Volume of Common Shares

         The Common Shares were halted from trading on the TSX Venture on December 12, 2005 and
have not been traded or quoted on any exchange or market since that time. The table below outlines the
trading for the previous seven months, and for the seven quarters prior.




                                                         13
                            Period            High           Low          Volume


                         December 05          $0.03          $0.02         13,027

                         November 05          $0.04          $0.02        443,300

                          October 05          $0.03          $0.02        147,700

                        September 05          $0.04          $0.02        221,800

                          August 05           $0.04          $0.02        853,700

                            July 05           $0.03          $0.04        316,400

                           June 05            $0.04          $0.03        519,300

                      Qtr Ending May 05       $0.05          $0.01       1,541,700

                      Qtr Ending Feb 05       $0.04          $0.01       1,037,300

                      Qtr Ending Nov 04       $0.05          $0.01       1,531,600

                      Qtr Ending Aug 04       $0.13          $0.02        964,110

                      Qtr Ending May 04       $0.15          $0.10       1,253,900

                      Qtr Ending Feb 04       $0.50          $0.15       1,214,100



                                          Escrowed Securities

       An aggregate of 969,219 Common Shares are subject to escrow restrictions and are held by
Equity Transfer Services, as trustee, pursuant to an escrow agreement dated April 6, 2004 among the
Corporation, the trustee and certain security holders of the Corporation. The terms of the escrow
agreement provides that these remaining escrowed shares shall be released as to 33% on each of April 6,
2006, October 6, 2006 and April 6, 2007


                           Summary and Analysis of Financial Operations

        The following table summarizes the financial results of Eclips‟ operations for each of the three
most recent financial years.




                                                  14
                                          6 Months ending         Year Ending          Year Ending
                                         November 30, 2005        May 31, 2005         May 31, 2004
                                            (unaudited)            (audited)            (audited)
 Revenues                                       83,609               128,518               19,518

 Gross Profit                                   83,609               128,518               19,518

 General and Administrative Expenses           215,556               620,630              (19,102)

 Net Income (Loss)                            (131,947)             (492,112)              38,620

 Working Capital                              (525,558)             (281,539)             188,658
 Capital Assets                                 8,789                11,717                10,389

 Long Term Liabilities                           Nil                   Nil                  Nil

 Shareholders‟ equity

    Share Capital                             $9,044,560           $9,044,560            $9,021,317

    Accumulated Deficit                       $9,446,328           $9,314,381            $8,822,269

    Number of Eclips Shares                   22,794,835           22,794,835            22,794,835

Results of Operations

6 Months Ended November 30, 2005 Compared to November 30, 2004

        Financial Results

For the six months ended November 30, 2005, the Company generated revenues of $83,609, compared
with revenues of $74,095 during the comparable period in 2004. The Company incurred expenses of
$215,556 during the six months ended November 30, 2005, resulting in a net loss of $131,947 or $0.00
per share, compared to a net loss of $241,220 for the six months ended November 30, 2004.

During this six-month period, the Company continued to experience significant difficulty generating
adequate sales revenues to meet its expenses. The travel agency industry has not recovered from the
effects of 9/11 and agents are reluctant to invest in new tools to help their business.


The bulk of the Company‟s expenses were for Wages and Fees, $131,472 ($200,498 in 2004), while
Administrative and Occupancy costs totaled $65,798 for the period ($93,512 in 2004). The Company was
operating with a minimum of staff in hopes that its circumstances would change and it would be able to
generate market interest and begin generating more sales. By the end of the six- month period it appeared
that a turnaround in its fortunes would not happen in the near future.


Liquidity and Capital Resources

The Company approached the Directors of the Company for short-term working capital funds and the
Directors have advanced $30,000 to the Company to allow it to incur the necessary expenses to proceed
with the current transaction. At November 30, 2005, the Company had a working capital deficit of


                                                   15
$525,558 compared to a working capital deficit of $51,742 for 2004. It will be necessary to raise
additional cash to enable the Company to achieve its objectives in the short and medium term, which
requirements form part of the Letter of Intent.

Year Ended May 31, 2005 Compared to Year Ended May 31, 2004

 Results of Operations

 In the year 2005, Eclips generated sales revenues of $128,518 compared to $19,518 in the previous
 year. These sales resulted from the sale of the licenced software, which are recognized over the period
 of the contract, irrespective of how the funds are received. At May 31, 2005 there was $45,081
 ($34,595 for 2004) of Unearned Revenue, which represents payments made by customers on contracts
 that extend into the next fiscal period. These revenues were substantially less than had been forecast
 and the Company looked for ways to reduce its expenditures until revenues began to improve. In order
 to maintain a presence in the market, but reduce expenditures, the Company eliminated its outside sales
 force and began servicing its client base from a small group of inside sales personnel in Toronto. As
 the year wore on, no substantial increase in month-to-month revenue results were evident so the
 Company continued with a very small staff and began to investigate other ways to generate shareholder
 value.


 Stock-based compensation in 2004 amounted to $23,243 ($22,777 in 2004) which represents the dollar
 value of the Stock Options granted to Directors and Employees of the Company, accounted for by
 applying the current accounting rules for such Stock Options. Professional and consulting fees for 2005
 amounted to $64,848 ($408,174 in 2004) which was made up of fees for certain management personnel
 and legal and accounting fees.

 General and administrative costs in 2005 were $447,346 ($151,574 in 2004) representing the cost of
 maintaining offices and administering the business of the Company in order to sell and maintain the
 licenced software. Selling and marketing expenses were $39,650 ($66,018 in 2004) which were the
 costs associated with maintaining a small but operational sales force and making our presence felt in the
 industry. Bank charges and interest in 2005 amounted to $3,310 ($2,246 in 2004) and were incurred to
 manage the cash assets of the business.

 Year Ended May 31, 2004 Compared to Year Ended May 31, 2003

 Results of Operations

 In the year 2004, Eclips generated sales revenues of $19,518 compared to $51,376 in the previous year.
 These sales resulted from the sale of the licenced software, which are recognized over the period of the
 contract, irrespective of how the funds are received. At May 31, 2004 there was $34,595 of Unearned
 revenue, which represents payments made by customers on contracts that extend into the next fiscal
 period. The results were modest as the Company only acquired the licenced software on April 1, 2004.


 Stock-based compensation in 2004 amounted to $22,777 (nil in 2003) which represents the dollar value
 of the Stock Options granted to Directors of the Company, accounted for by applying the new
 accounting rules for such Stock Options. Professional and consulting fees for 2004 amounted to
 $408,174 (nil in 2003) which was made up almost entirely of the fees associated with organizing and
 documenting the transaction to acquire the rights to the licenced software. The transaction resulted in
 the acquisition of licenced software for Canada and resulted in the Company ceasing to operate any


                                                   16
  other aspects of its original business as represented by the operations of Wisper Inc.

  General and administrative costs in 2004 were $151,574 ($335,417 in 2003) representing the cost of
  maintaining offices and administering the business of the Company after acquiring the rights to the
  licenced software. Selling and marketing expenses were $66,018 in 2004 (nil in 2003) which were the
  cost associated with maintaining a fully operational sales force and making our presence felt in the
  industry. Bank charges and interest in 2004 amounted to $2,246 (nil in 2003) and were incurred to
  manage the cash assets of the business.

  In 2004, the Company restructured itself and, as a result, was able to reach an agreement with a number
  of its creditors whereby the obligations owing by the Company were discharged for less than the
  carrying value of the obligation on the books of Eclips. This resulted in a gain on settlement of a debt
  with one of its subsidiaries, wintraCom Corp. of $31,331 and a gain on the settlement of debts with
  another subsidiary, Wisper Networks Inc., which entered into bankruptcy proceeding during the year.
  There were no such gains in the previous year.

  The Company incurred no tax expense for either of the two years in question.

  The net income for 2004, mainly as a result of realizing the gains on debt settlements referred to above,
  was $38,620 compared to a net loss in the previous year of $286,873.



Liquidity and Capital Resources

        Assuming completion of the Purchase Transaction and Debt Settlement and the concurrent
financing, the pro-forma consolidated working capital is $1,965,316, after deducting the estimated cost to
complete the Purchase Transaction, Reorganization Transactions and the financing costs of $350,000.
Management believes that this working capital will be sufficient to meet the Resulting Issuer‟s twelve-
month budget for general and administrative as well as exploration expenses. See “Available Funds” and
“Schedule IV – Pro Forma Financial Statements”.


                                             Dividend Policy

         No dividends have been paid on any shares of the Corporation since the date of its incorporation
and it is not contemplated that any dividends will be paid in the immediate or foreseeable future.

                             Indebtedness of Directors and Senior Officers

        There is not as of the date hereof, and has not been since June 1, 2002, any indebtedness owing to
the Corporation by the directors, senior officers or other members of management of the Corporation, or
any of their associates or affiliates.

                                            Legal Proceedings

          A default judgment was entered against the Company in the Quebec Superior Court, in the
amount of $11,733.25 on March 31, 2005. The Claim arose from a disgruntled former employee who
claimed for commissions and expenses which had not yet been paid. The amount has been reserved for in
full in the financial Statements of the Company.



                                                     17
                                             Material Contracts

        The Corporation has not entered into any contracts, outside of the ordinary course of business,
within the two years prior to the date hereof other than:

1.      Share Exchange Agreement dated January 31, 2006 between the Corporation and CWE.

2.      Termination Agreement dated October 2005 with Agent Shopper Inc.



        A copy of the foregoing agreements will be available for inspection at the office of the
Corporation, Suite 260, 75 First Street, Orangeville, Ontario L9W 5B6 during normal business hours
from the date hereof to 30 days after date of the Meeting.

                                       Registrar and Transfer Agent

       The Registrar and Transfer Agent of the Corporation is Computershare Trust Company of
Canada, 100 University Avenue, Toronto, ON, M5J 2Y1.

                               Interest of Insiders in Material Transactions

         Other than as set forth herein, there are no material interests, direct or indirect, of any directors or
senior officers of the Corporation, nominees for director, any shareholder who beneficially owns more
than 10% of the Common Shares, or any known associate or affiliate of such persons in any transaction
since the commencement of the Corporation‟s last completed financial year or in any proposed
transaction which has materially affected or would materially affect the Corporation.

                Interest of Certain Persons and Companies in Matters to be Acted On

         Management of the Corporation is not aware of any material interest, direct or indirect, of any
director or senior officer or any one who has held office as such since the beginning of the Corporation‟s
last financial year, or any associate or affiliate of such persons in any matter to be acted on at the Meeting
other than as described herein.

                Relationship Between the Corporation, CWE and Professional Persons

         David W. Childs is the President and a director of the Corporation and will be nominated for
election at the Meeting as a director of the Corporation. To the knowledge of the directors and senior
officers of the Corporation, neither he nor any of his associates own any securities of CWE.

         David McConomy, is the Chairman and a director of the Corporation and will be nominated for
election at the Meeting as a director of the Corporation. To the knowledge of the directors and senior
officers of the Corporation, neither he nor any of his associates own any securities of CWE.

         Elmer Stewart, will be nominated for election at the Meeting as a director of the Corporation. To
the knowledge of the directors and senior officers of the Corporation, Mr. Stewart owns 235,000 of
Eclips, 50,000 shares of CWE and 50,000 warrants to purchase 50,000 common shares at $0.25 per share.




                                                       18
       Cyril Ing, will not be nominated for election at the Meeting as a director of the Corporation. To
the knowledge of the directors and senior officers of the Corporation, neither he nor any of his associates
own any securities of CWE.

       Leo Girard, will not be nominated for election at the Meeting as a director of the Corporation. To
the knowledge of the directors and senior officers of the Corporation, neither he nor any of his associates
own any securities of CWE.

         David McLaughlin, will not be nominated for election at the Meeting as a director of the
Corporation. To the knowledge of the directors and senior officers of the Corporation, neither he nor any
of his associates own any securities of CWE.

        To the knowledge of the directors and officers of the Corporation, none of the partners, principals
or associates of McGovern, Hurley, Cunningham LLP, Chartered Accountants own any of the issued and
outstanding Common Shares or any securities of CWE.

        To the knowledge of the directors and officers of the Corporation, none of the partners, principals
or associates of B.J. Price Geological Consultants Inc. own any of the issued and outstanding Common
Shares or any securities of CWE.




                                                    19
                                   SPECIAL MEETING BUSINESS

                                          Purchase Transaction

         At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve a
resolution authorizing the acquisition of all of the outstanding securities of CWE (the “Purchase
Transaction”). Cadillac West Explorations Inc. was incorporated pursuant to the Business Corporations
Act (British Columbia) on June 8, 2004. The Corporation‟s head office is located at 3741 West 36th
Avenue, Vancouver, British Columbia V6N 2S3 and the registered office is located at Salley Bowes
Harwardt, Barristers and Solicitors, Suite 1750, 1185 West Georgia Street, Vancouver, B.C., V6E 4E6.
CWE is not a reporting issuer in any jurisdiction and its securities are not listed and posted for trading on
ay stock exchange.

        CWE is engaged in the business of mineral exploration in the Province of Quebec. Its objective
is to locate and develop economic precious and base metals properties of merit. See “Schedule II –
Information Concerning Cadillac West Explorations Inc.”.

        Andre J. Audet, P.Eng. and Victor F. Erickson, P.Eng. staked 285 mineral claims in Rouyn,
Beauchastel and Dasserat Townships, Province of Quebec and, pursuant to the terms of a letter agreement
dated June 3, 2004 with Resource Finance & Investment Ltd. (“RFI”), a Bermuda corporation (the
“Assignment Agreement”), agreed to assign a 100% interest in all such claims to Cadillac West
Explorations Inc., a British Columbia corporation, subject to a 1.5% net smelter return royalty to them.
Further, Messrs. Audet and Erickson held two separate options to acquire a 50% undivided interest in two
claim groups, known as the Norcoeur Property and the Lac Fortune Property, aggregating 77 claims, all
located in the Beauchastel and Dasserat Townships, pursuant to the terms of a letter agreement dated
April 30, 2004 made between themselves and Richmont Mines Inc. (the “Richmont Letter Agreement”),
which they also agreed to assign to CWE. The reader is directed to Schedule VI-CWE Financial
Statements, specifically note 6, for further information regarding obligations related to this agreement.
The consideration payable therefore to Messrs Audet and Erickson consisted of 5,000,000 common shares
of CWE. In addition, RFI committed to provide funding to CWE, which funding totaled $700,000, which
monies were, largely, expended on the exploration of the mineral claims referred to above.

         The Corporation has entered into an agreement dated as of January 31, 2006 with CWE providing
for the purchase of all outstanding securities of CWE (the “Share Exchange Agreement”).

        Pursuant to the Share Exchange Agreement, the Corporation has agreed, subject to certain
conditions, including shareholder and regulatory approval, to acquire all issued and outstanding securities
of CWE. See “Conditions to Purchase Transaction” below.

         Upon conclusion of the Purchase Transaction, CWE will become a wholly owned subsidiary of
the Corporation. The Board of Directors of Eclips may, in their sole discretion, elect to either
amalgamate Eclips and CWE, liquidate CWE by distributing the assets of CWE to Eclips and dissolving
CWE pursuant to Section 88(1) of the Income Tax Act (Canada) or do nothing. It is not anticipated that
shareholder approval will be required in connection with any of the foregoing, if proceeded with, as CWE
will be a wholly owned subsidiary of Eclips.

        If the Purchase Transaction is completed, the focus of the Corporation will be the exploitation of
the mineral rights in Canada. For information regarding Eclips as it will exist following completion of the
Purchase Transaction and Reorganization Transaction (the “Resulting Issuer”) and its business plan for
the exploitation of the mineral rights, please refer to Schedule I attached to this Information Circular.


                                                     20
                                        Summary of Transaction

The proposed transaction is at arm‟s length. The consideration to be paid by the Corporation for the
acquisition of each of the 13,575,000 issued and outstanding shares of CWE as of the Purchase
Transaction will be the issuance of 1.0295 New Common Shares at a deemed price of $0.20 per share. An
aggregate of 13,975,764 New Common Shares are to be issued for CWE, which will represent 80% of the
number of New Common Shares that will be issued and outstanding on completion of the Purchase
Transaction and Reorganization Transactions. As of this Information Circular there are 12,975,000 CWE
common shares and 600,000 CWE Special Warrants outstanding. Each Special Warrant of CWE entitles
the holder to receive one common share of CWE at no additional cost. The Special Warrants will be
converted to CWE shares, which will in turn be exchanged for the Corporation shares, at or prior to
closing of the Purchase Transaction.

         In addition, there are also outstanding 1,400,000 Series A CWE Warrants. Under the terms of the
Series A CWE Warrants, in the event that the Purchase Transaction is completed, immediately prior
thereto the holders of Series A Warrants will become parties to the Share Exchange Agreement and each
Series A CWE Warrant will automatically be exchanged by the holder with Eclips on the basis of one
Series E Warrant of Eclips for each warrant of CWE so exchanged. It is anticipated that 1,441,331 Series
E Warrants will be issued pursuant to such exchanges.

         In addition, there are also outstanding 625,000 Series B CWE Warrants. Under the terms of the
Series B CWE Warrants, in the event that the Purchase Transaction is completed, immediately prior
thereto the holders of Series B Warrants will become parties to the Share Exchange Agreement and each
Series B CWE Warrant will automatically be exchanged by the holder with Eclips on the basis of one
Series F Warrant of Eclips for each warrant of CWE so exchanged. It is anticipated that 643,451 Series F
Warrants will be issued pursuant to such exchanges.

        The acquisition of all of the issued and outstanding securities of CWE and the exploitation of the
mineral rights carries with it certain risks. See “Schedule I - Information Concerning the Resulting Issuer
- Risk Factors” attached to this Information Circular.

        See “Annual Meeting Business - Election of Directors” for information on the individuals who
are proposed to be directors of the Corporation following completion of the Purchase Transaction, and
“Schedule I - Information Concerning the Resulting Issuer – Directors and Officers” attached to this
Information Circular for information on the proposed management of the Resulting Issuer.

                                     Cadillac West Explorations Inc.

        Cadillac West Explorations Inc. was incorporated in June 2004 to pursue an outstanding mineral
exploration opportunity near the City of Rouyn-Noranda in western Quebec. Management believes that,
through the application of fresh concepts to one of Canada‟s oldest and most prolific mining regions, this
gold and base metal project, covering approximately 13,000 hectares of staked and optioned claims,
offers extraordinary potential for success. The property covers significant historical mineralization, a
past-producing deposit, and a 24-kilometer section of the Cadillac Break that is virtually unexplored.
The Company has expended approximately $600,000 to date on infrastructural surveys and on 2500
meters of diamond drilling to demonstrate the validity of its exploration models. This initial work has
identified several coincident geophysical and lithogeochemical anomalies over the Cadillac Break, while
drilling has intersected significant widths of high-grade gold values on the Lac Fortune and Arntfield
properties.



                                                    21
With the elevated interest in gold, and the attention focused on other promising Quebec exploration
campaigns, management believes the timing is opportune to bring Cadillac West Explorations to the
attention of the investment community, and raise approximately $2.5 million. This financing will allow
systematic drilling of mega-targets along the Cadillac Break, with complementary work on zones of
known mineralization at Lac Fortune, Arntfield, and related prospects.
Because of its favourable setting, the Cadillac West Project has the potential for discovery of one or more
gold deposits ranging in magnitude to the multi-million ounce level. Exploration for base metals has not
been a focus in recent work but the mines ministry recognizes that the area holds a strong potential for
VMS style mineralization. The most significant supporting geological and historical features can be
summarized as follows:
       In the Abitibi geological province, one of the most prolific greenstone belts in the world
       On or peripheral to the 200 km long Cadillac-Larder Lake Deformation Zone, host to 70+
        million oz historical gold production
       Located between the Noranda volcanic complex, host to numerous VMS and gold-only deposits
        that have yielded 18 million oz gold, and the 11 million oz Kerr Addison Mine
       Regional-scale exposure with large claim position of 12,800 hectares assembled by staking, and
        by a 50% option with Richmont Mines Inc.
       Historical geological mis-conceptions have created the opportunity for discovery of two styles of
        gold deposit:
                - intrusive-related multi-million ounce deposits under relatively shallow
                Proterozoic cover, on 24 km of the Cadillac Break, mainly on 100%-owned claims
                - under- or un-explored steeply dipping “shear”-hosted bodies primarily on 6 km
                of the Francoeur shear, on the Richmont option
       Approximately $600,000 invested in direct exploration to date as to:
                - $350,000 in 2004 geophysical and lithogeochemical surveys identified several
                drilling targets, and provided additional evidence that the Proterozoic cover is
                           considerably shallower than historically perceived
                - $250,000 in an early 2005 2500m drill program and digital compilation of
                         historical work demonstrated validity of target models
       2006 exploration budget of $1.5 million, including contingencies for drilling on Richmont and
        100%-owned claims
       Highly accessible location with excellent infrastructure
       Supportive community, senior government and taxation environment
       Experienced, knowledgeable management


                                   Conditions to Purchase Transaction

        The Share Exchange Agreement provides that the sale of all outstanding securities of CWE to
Eclips shall be conditional upon:

a)        Eclips shareholders having approved the Purchase Transaction, Reorganization Transactions and
all related matters; and


                                                    22
b)     all necessary regulatory approvals shall have been obtained, including the conditional approval of
the TSX Venture for the listing of the New Common Shares of Eclips following completion of the
Purchase Transaction, Reorganization Transactions and all related matters.

                               Available Funds and Principal Purposes

       The estimated working capital deficiency as at March 31, 2006 is ($525,558). The Purchase and
Reorganization transaction will not result in any cash proceeds.

        Blackmont Capital Corporation (Blackmont) has agreed to provide Eclips with a financing, which
will be in the range of $2.5 to $4 million. The placement will be done by way of the sale of A and B
Units. Each A Unit will be subject to a four- month hold period and will be comprised of:
    1. 7,500 Flow-Through post consolidation Common Shares at $0.50 per Common Share
    2. 2,500 post consolidation Common Shares at $0.50 per Common Share
    3. 2,500 post consolidation Common Share Purchase Warrants.

     Each B Unit will be will be subject to a four month hold period and will be comprised of 10,000
Common shares at $0.50 and 10,000 Common Share Purchase Warrants.

         Each full Common Share Purchase Warrant plus $0.55 will entitle the holder to purchase a
Common Share up to May 31, 2007. Thereafter, one full Common Share Purchase Warrant plus $0.75
will entitle the holder to purchase one Common Share until expiry on May 31, 2008.

        The reader is encouraged to review Schedule IV – Proforma Financial Statements - in this
Circular. These statements have been prepared on the basis of the minimum of $2,500,000 being raised by
Blackmont. The pro-forma consolidated working capital of the Corporation as at November 30, 2005 (un-
audited), assuming conclusion of the Purchase Transaction and Reorganization Transactions is estimated
to be $1,965,316.

        The Resulting Issuer will spend the funds available principally to fund initiatives for the
exploitation of the mineral rights in Canada and for general and administrative expenses. See “Schedule I-
Information Concerning the Resulting Issuer - Administration”. There may be circumstances where, for
sound business reasons, a reallocation of funds may be necessary.

        The Corporation‟s working capital available to fund ongoing operations will be sufficient to meet
its administration costs for twelve months, after taking into consideration costs and expenses in
connection with the proposed transactions of $100,000.

                                            Administration Budget

        The estimated general and administration costs of the Resulting Issuer for the 12-month period
following the Purchase Transaction are expected to be as follows:

                Sales and Marketing                      $48,000
                General offices                          $18,000
                Salaries/Consulting fees                 $120,000
                Legal/professional                       $26,000
                Public company fees                      $86,000




                                                   23
                  Total annual costs:                           $298,000


       The estimated Exploration Budget of the Resulting Issuer for the 12-month period following the
Purchase Transaction is expected to be as follows:


                                                        CWE Claims
LOCATION                        TARGET        NO. OF HOLES         DEPTH (m)      TOTALS (m)   COST CAN$
West Kekeko                     #1B           2 inclined           750            1500         $150,000
                                #1C           2 inclined           450            900          $72,000
                                              1 vertical           450            450          $36,000
Kanasuta                        #1D           1inclined            600            600          $54,000
Dasserat North                  #6            3 inclined           300            900          $63,000
North Wasa                                    2 inclined           750            1500         $150,000
                     TOTAL                                                        5,850        $525,000
                                                       Richmont Claims
LOCATION                        TARGET        NO. OF HOLES         DEPTH (m)      TOTALS (m)   COST CAN$
Guinard                         #1A           2 inclined           750            1500         $150,000
Francoeur Shear
Arntfield                       #4            6 inclined           150            900          $72,000
                                              5 vertical           450            2250         $180,000
                                              6 inclined           300            1800         $144,000
Arncoeur                        #3            6 inclined           150            900          $72,000
                                              4 inclined           300            1200         $96,000
Lac Fortune                     #2            2 inclined           600            1200         $108,000
                                              3 vertical           300            900          $72,000
                                                                         TOTAL:   10,650       $894,000
Projected Drilling Costs                                                                       $1,419,000
Total Drilling Budget Including Contingency                                                    $1,500,000
(Costs are all inclusive of supervision and support)


Total costs for the first year, including general and administrative expenses, are projected to be
$1,798,000. The addition of $100,000 in unallocated working capital as required by the exchange, this
total becomes $1,898,000.




                                                           24
  Fully Diluted Share Capital Assuming Completion of Purchase Transaction and Reorganization
                                         Transactions

       Following is a table setting out the fully diluted share capital of the Corporation assuming
completion of the Purchase Transaction and Reorganization Transactions:

                                         Number of New Common      Number of New Common
                                                 Shares                    Shares
                                         And Percentage of Total   And Percentage of Total
                                          Minimum Financing (1)     Maximum Financing (1)

                                                2,866,021                 2,866,021
Issued
                                                 12.76%                    11.25%


To be Issued in consideration for                                       13,975,764(2)
                                               13,975,764(2)
the securities of CWE pursuant to                                         54.87%
                                                  62.2%
the Purchase Transaction


To be Issued pursuant to a                      5,000,000                 8,000,000
concurrent Private Placement                     22.25%                    31.41%



To be Issued pursuant to Debt                   250,000(3)                250,000(3)
Settlement-Debt Conversion                       1.11%                     0.98%


To be Issued pursuant to Debt                    77,920(3)                77,920(3)
Settlement- Debt Conversion                       .35%                     0.31%


To be Issued pursuant to Debt                   300,000(3)                300,000(3)
Settlement-Finders Fee                           1.34%                     1.18%


Series D Warrants (4)                            283,125                   283,125


Series E Warrants (5)                           1,441,331                 1,441,331


Series F Warrants (6)                            643,451                   643,451


Concurrent Financing Warrants (7)               1,250,000                 3,500,000


Brokers Warrants (8)                             450,000                   990,000


Over allotment Shares                                                     3,000,000




                                                25
                                               Number of New Common          Number of New Common
                                                       Shares                        Shares
                                               And Percentage of Total       And Percentage of Total
                                                Minimum Financing (1)         Maximum Financing (1)

Over allotment Warrants                                                              3,000,000


Options Issued or granted                                62,500                        62,500


Stock Option Plan                                      1,684,471                     1,696,705

                                                       28,284,583                   31,284,583
Total
                                                         100%                         100%

Notes:
(1) After giving effect to the Consolidation but without any adjustment for fractional interests.
(2) See “Special Meeting Business – Purchase Transaction”.
(3) See “Special Meeting Business – Debt Settlement”.
(4) The Series D Warrants expire April 23, 2006. Post transaction exercise price will be $1.60
(5) The Series E Warrants will be issued to replace the Series A CWE Warrants, and will expire November 30, 2008.
    Post transaction exercise price will be $0.24
(6) The Series F Warrants will be issued to replace the Series B CWE Warrants, and will expire February 28, 2007.
    Post transaction exercise price will be $0.24
(7) The concurrent financing warrants have an exercise price of $0.55 up to May 31, 2007. Thereafter they have an
    exercise price of $0.75 until expiry on May 31, 2008
(8) The broker warrants have an exercise price of $0.55 up to May 31, 2007. Thereafter they have an exercise price
    of $0.75 until expiry on May 31, 2008


        There can be no assurances that the options, warrants or other rights described above will be
exercised in whole or in part.

                                         Public and Insider Ownership

        Upon completion of the Purchase Transaction and the Reorganization Transactions, an aggregate
of 13,173,474 New Common Shares (51.72% of the issued and outstanding New Common Shares) will
be held by promoters and insiders of the Resulting Issuer and an aggregate of 12,296,231 New Common
Shares (48.28% of the issued and outstanding New Common Shares) will be held by the public.

                                             Shareholder Approval

        To be approved, the proposed Purchase Transaction must be approved by a resolution passed by a
majority of the votes cast by the shareholders of the Corporation at the Meeting.

                                                    TSX-V Approval

        The Exchange has conditionally accepted the Transaction subject to Eclips Inc. fulfilling all the
requirements of the Exchange.




                                                       26
                                    Recommendation and Approval

         The Purchase Transaction presents the Corporation with an opportunity to be rejuvenated with
sufficient working capital to exploit a new and exciting opportunity with significant potential.

        The Board of Directors of the Corporation, having considered all factors they deemed necessary
to be considered based on the information available to them, have concluded that the proposed Purchase
Transaction as described herein is in the best interests of the Corporation and recommends approval of the
proposed Purchase Transaction.

        The form of resolution to be considered by shareholders at the Meeting is as follows:

        “Be it resolved that:

1.      The acquisition by the Corporation of all of the issued and outstanding securities in the capital of
        CWE in consideration for the issuance of 1.0295 New Common Shares for each common share so
        acquired at a deemed price of $0.50 per share upon the terms and conditions of the Share
        Exchange Agreement, which terms are described in the Information Circular of the Corporation
        dated April 13, 2006 accompanying the Notice of Meeting at which this resolution is presented
        for approval, is hereby approved.

2.      The Board of Directors of the Corporation is hereby authorized and directed to take such steps as
        may be necessary to effect the acquisition of the securities of CWE by the Corporation.

3.      Any director or officer of the Corporation is hereby authorized and directed, for and on behalf of
        the Corporation, to execute and deliver all documents and do all other acts or things as they may
        determine to be necessary or advisable to give effect to this resolution including, without
        limitation, executing any document or doing any other act or things in furtherance of this
        resolution.”

         To be effective the foregoing resolution must receive the approval by a majority of the votes cast
either in person or by proxy at the Meeting. It is the intention of the persons named in the enclosed Form
of Proxy to vote in favour of the resolution approving the acquisition of the securities of CWE.




                                                    27
                                      Consolidation and Subdivision

                                                  Overview

         As noted above, the Purchase Transaction is conditional upon, among other things, the
Corporation receiving approval for the consolidation of its Common Shares on an effective 1 for 8 basis.
In order to preserve the maximum number of shareholders holding board lots of the Common Shares
following the consolidation so as to meet minimum stock exchange distribution requirements, it is
proposed that shareholders approve two sequential amendments to the articles of the Corporation.
Shareholders will be asked to approve the consolidation of the Common Shares on a 1 for 4,000 basis and
subsequent subdivision (split) of the resulting Consolidated Common Shares on a 500 for 1 basis, the net
effect of which will be to consolidate the Common Shares on a 1 for 8 basis. No fractional Consolidated
Common Shares will be issued and any fractions resulting from the consolidation will be rounded up to
the next highest whole number of Consolidated Common Shares. As a result of the subsequent
subdivision, every shareholder of the Corporation will hold not less than 500 New Common Shares.

         A Letter of Transmittal (printed on yellow paper) is enclosed with this Information Circular for
use by shareholders to exchange their share certificates representing Common Shares for share certificates
representing New Common Shares. The details for the surrender of Common Share certificates to
Computershare Trust Company of Canada, the Corporation‟s transfer agent, and the addresses for
delivery are set out in the Letter of Transmittal. If the consolidation and subdivision are not completed,
the surrendered Common Share certificates will be returned.

                                     Consolidation of Common Shares

        Shareholders of the Corporation will be asked to pass a special resolution, the text of which is set
forth below, authorizing the Corporation to amend its articles of the Corporation by consolidating each of
the issued and outstanding Common Shares of the Corporation by changing each 4,000 Common Shares
into one (1) Consolidated Common Share (1:4,000).

        The 22,928,168 Common Shares of the Corporation presently issued and outstanding will be
consolidated into approximately 5732 Consolidated Common Shares, subject to rounding for fractional
shares. If the consolidation would otherwise result in a shareholder holding a fraction of a share, no
fraction or fractional certificate will be issued. However, no fractional Consolidated Common Shares
will be issued and any fractions resulting from the consolidation will be rounded up to the next highest
whole number of Consolidated Common Shares. In all other respects, the Consolidated Common Shares
of the Corporation will have the same attributes as the existing Common Shares.

        The form of the proposed special resolution to be considered by shareholders at the Meeting is as
follows:

        “Be it resolved as a special resolution that:

1.      The Corporation be and it is hereby authorized to amend its articles to consolidate each of the
        issued and outstanding Common Shares without par value of the Corporation by changing each
        4,000 issued and outstanding Common Shares without par value into one (1) Consolidated
        Common Share without par value (1:4,000), subject to upward adjustment in the event the
        consolidation would otherwise result in a shareholder of the Corporation being entitled to receive
        a fraction of a share, in which case such shareholder shall receive one whole Consolidated
        Common Share of the Corporation for each such fraction.



                                                        28
2.      Notwithstanding that this resolution has been duly passed by the shareholders of the Corporation,
        the directors of the Corporation are hereby authorized and empowered to revoke this resolution at
        any time prior to the endorsement by the Director under the Business Corporations Act (Ontario)
        (the “Act”) of a certificate of amendment giving effect to the articles of amendment and to
        determine not to proceed with the amendment of the articles of the Corporation, without further
        approval of the shareholders of the Corporation.

3.      Any director or officer of the Corporation is hereby authorized and empowered, for and on behalf
        of the Corporation, to execute or cause to be executed, under the seal of the Corporation or
        otherwise, and to deliver or cause to be delivered any and all such documents and instruments and
        to do or to cause to be done all such other acts and things as, in the opinion of such director or
        officer, may be necessary or desirable in order to fulfill the intent of the foregoing paragraphs of
        this resolution including, without limitation, the filing of articles of amendment, in duplicate, with
        the Director under the Act.”

        To be effective the foregoing resolution must receive the approval of at least two-thirds of the
votes cast at the Meeting by holders of Common Shares, either in person or by proxy. It is the intention
of the persons named in the enclosed Form of Proxy to vote in favour of the resolution approving the
consolidation of the Common Shares of the Corporation.

         The resolution will empower the directors of the Corporation to revoke the special resolution,
without further approval of the shareholders of the Corporation, at any time prior to the issue of a
certificate of amendment giving effect thereto. The consolidation will only be implemented in the
event that the Purchase Resolution is approved and all conditions to the effectiveness of the Share
Exchange Agreement have been satisfied or waived.

                               Subdivision of Consolidated Common Shares

        Subject to shareholders approving the Purchase Resolution and the consolidation resolution,
shareholders of the Corporation will be asked to pass a special resolution, the text of which is set forth
below, authorizing the Corporation to amend its articles by subdividing each Consolidated Common
Share by changing each one (1) Consolidated Common Share of the Corporation into five hundred New
Common Shares of the Corporation (500:1).

        In the event that shareholders pass the special resolution authorizing the subdivision, the issued
and outstanding Consolidated Common Shares of the Corporation will be subdivided into approximately
2,866,021 New Common Shares, subject to increase as a result of the rounding of fractional interests. See
“Consolidation of Common Shares”.

        The text of the proposed special resolution approving the subdivision is as follows:

        “Be it resolved as a special resolution that:

1.      The Corporation be and it is hereby authorized to amend its articles to subdivide each of the then
        issued and outstanding Consolidated Common Shares without par value of the Corporation by
        changing each one (1) issued and outstanding Consolidated Common Share without par value
        into 500 New Common Shares without par value (500:1).

2.      Notwithstanding that this resolution has been duly passed by the shareholders of the Corporation,
        the directors of the Corporation are herby authorized and empowered to revoke this resolution at
        any time prior to the endorsement by the Director under the Business Corporation Act (Ontario)


                                                        29
        (the “Act”) of a certificate of amendment giving effect to the articles of amendment and to
        determine not to proceed with the amendment of the articles of the Corporation, without further
        approval of the shareholders of the Corporation.

3.      Any director or officer of the Corporation is hereby authorized and empowered, for and on behalf
        of the Corporation, to execute or cause to be executed, under the seal of the Corporation or
        otherwise, and to deliver or cause to be delivered any and all such documents and instruments and
        to do or to cause to be done all such other acts and things as, in the opinion of such director or
        officer, may be necessary or desirable in order to fulfill the intent of the foregoing paragraphs of
        this resolution including, without limitation, the filing of articles of amendment, in duplicate, with
        the Director under the Act.”

        To be effective the foregoing resolution must receive the approval of at least two-thirds of the
votes cast at the Meeting by holders of Common Shares, either in person or by proxy. It is the intention
of the persons named in the enclosed Form of Proxy to vote in favour of the resolution approving the
subdivision of the Consolidated Common Shares of the Corporation.

         The resolution will empower the directors of the Corporation to revoke the special resolution,
without further approval of the shareholders of the Corporation, at any time prior to the issue of a
certificate of amendment giving effect thereto. The subdivision will only be implemented in the event
that the Purchase Resolution is approved and all conditions to the effectiveness of the Share
Exchange Agreement have been satisfied or waived.

                                              Change of Name

         If the Purchase Resolution is approved by the shareholders, they will be asked to consider and, if
thought appropriate, to approve and adopt a special resolution authorizing the Corporation to amend its
articles to change the name of the Corporation to Cadillac Mining Corporation or such other name as the
Board of Directors, in its sole discretion, deems appropriate, subject to regulatory approval. The change
of name is intended to better reflect the business of the Resulting Issuer proposed to be conducted in the
event the Purchase Transaction is completed.

        The form of special resolution to be considered by shareholders at the Meeting is as follows:

        “Be it resolved as a special resolution that:

1.      The Corporation be and it is hereby authorized to amend the articles of the Corporation to change
        the name of the Corporation to “Cadillac Mining Corporation”, or such other name that the Board
        of Directors in it sole discretion deems appropriate and which any regulatory body having
        jurisdiction may accept.

2.      Notwithstanding that this resolution has been duly passed by the shareholders of the Corporation,
        the directors of the Corporation are herby authorized and empowered to revoke this resolution at
        any time prior to the endorsement by the Director under the Business Corporation Act (Ontario)
        (the “Act) of a certificate of amendment giving effect to the articles of amendment and to
        determine not to proceed with the amendment of the articles of the Corporation, without further
        approval of the shareholders of the Corporation.

3.      Any director or officer of the Corporation is hereby authorized and empowered, for and on behalf
        of the Corporation, to execute or cause to be executed, under the seal of the Corporation or
        otherwise, and to deliver or cause to be delivered any and all such documents and instruments and


                                                        30
        to do or to cause to be done all such other acts and things as, in the opinion of such director or
        officer, may be necessary or desirable in order to fulfill the intent of the foregoing paragraphs of
        this resolution including, without limitation, the filing of articles of amendment, in duplicate, with
        the Director under the Act.”

        To be effective the foregoing resolution must receive the approval of at least two-thirds of the
votes cast at the Meeting by holders of Common Shares, either in person or by proxy. It is the intention
of the persons named in the enclosed Form of Proxy to vote in favour of the resolution approving the
change of name of the Corporation.

         The resolution will empower the directors of the Corporation to revoke the special resolution,
without further approval of the shareholders of the Corporation, at any time prior to the issue of a
certificate of amendment giving effect thereto. The name change will only be implemented in the event
that the Purchase Resolution is approved and all conditions to the effectiveness of the Share
Exchange Agreement have been satisfied or waived.

                                             Debt Settlement

        The proposed debt settlement transactions are subject to disinterested shareholder approval.

        The Corporation is indebted to David McConomy, the Chairman of Eclips, and certain other
former directors, officers and employees of Eclips in the aggregate amount of $332,803 for salaries and
loans made to the Corporation. Of the amount owing, $42,704 is owed to a company controlled by Mr.
McConomy and $16,601 is owed to a corporation controlled by David Childs. It is proposed that this
indebtedness be converted into New Common Shares of the Resulting Issuer upon the successful
completion of the Purchase Transaction through the issuance of 250,000 New Common Shares at a
deemed price of $0.50 per share.

         Since joining the Board on July 24, 2004, Mr. McConomy has expended considerable effort in
the management, direction, re-organization and ensuring the survival of Eclips. These efforts have
included (including in the case of the present transactions), conducting due diligence on these potential
targets, structuring and negotiating transaction terms, working with legal counsel and auditors in the
preparation of legal documentation and financial statements, and all other activities to ensure that the
transaction is successfully completed. In consideration for these efforts the Corporation has authorized the
issuance of 77,920 New Common Shares at a deemed price of $0.50 per share to Mr. McConomy on the
successful completion of the Purchase Transaction and Reorganization Transactions.

        Over the past 12 months The Bank of Montreal and Mr. Jeremy Kendall, have expended
considerable effort in working to identify a suitable business or asset for the Corporation for Eclips to
acquire. During this period neither the Bank nor Mr. Kendall received consideration from Eclips for
pursuing these activities and personally funded all expenses. These efforts have included (including in the
case of the present transactions), conducting due diligence on these potential targets, structuring and
negotiating transaction terms, conducting market research and preparing an appropriate presentation to
the Board of Eclips, working in support of legal counsel and auditors in the preparation of legal
documentation and financial statements, assembling suitable board candidates, and all other activities to
ensure that the transaction is successfully completed. In consideration for these efforts the Corporation
has authorized the issuance of 300,000 New Common Shares at a deemed price of $0.50 per share to the
Bank of Montreal on the successful completion of the Purchase Transaction and Reorganization
Transactions.




                                                     31
        Due to Mr. McConomy‟s, Mr. Childs‟ and the Bank of Montreal‟s interest in the proposed debt
settlement transaction, that portion of the transaction will be a “related party transaction” for purposes of
Ontario Securities Commission Rule 61-501 and TSX Venture Exchange Policy 5.9. The transaction will,
however, be exempt from the valuation requirement of the rule as companies listed on the TSX Venture
Exchange are exempt from such requirement.

        If the Purchase Resolution is approved by the Shareholders at the Meeting, Shareholders will be
asked to consider and, if thought fit, approve a resolution in the form set out below authorizing the
proposed debt settlement. In order to pass the resolution authorizing the proposed debt settlement, a
majority of the votes cast at the Meeting, in person or by proxy, by holders of the issued Common Shares
of the Corporation (excluding any votes cast in respect of Common Shares beneficially owned or
controlled, directly or indirectly, by Mr. McConomy, Mr. Childs, Mr. Girard, Mr. McLaughlin and the
Bank of Montreal or any person or company that is a related party of or joint owner with any of them)
must be voted in favour of the resolution.

         The directors of the Corporation have considered the proposed debt settlement transaction and
believe that it is in the best interests of the Corporation as it will enable the Corporation to satisfy these
debt obligations without the expenditure of cash which may be conserved for operations and working
capital. Accordingly, the independent directors recommend that shareholders vote in favour of the
proposed debt settlement transaction.

        The form of resolution to be considered by shareholders at the Meeting is as follows:

        “Be it resolved that:

1.      The issuance of 250,000 New Common Shares at a deemed price of $0.50 per share to current
        and former directors and officers of the Corporation to settle outstanding indebtedness in the
        aggregate amount of $100,000, as described in the Information Circular of the Corporation dated
        April 13, 2006 accompanying the Notice of Meeting at which this resolution is presented for
        approval, is hereby approved.

2.      The issuance of 300,000 New Common Shares at a deemed price of $0.50 per share to the Bank
        on and subject to the successful completion of the Purchase Transaction and Reorganization
        Transaction, as described in the Information Circular of the Corporation dated April 13, 2006
        accompanying the Notice of Meeting at which this resolution is presented for approval, is hereby
        approved.

3.      The issuance of 77,920 New Common Shares at a deemed price of $0.50 per share to David
        McConomy on and subject to the successful completion of the Purchase Transaction and
        Reorganization Transaction, as described in the Information Circular of the Corporation dated
        April 13, 2006 accompanying the Notice of Meeting at which this resolution is presented for
        approval, is hereby approved.

4.      Notwithstanding that this resolution has been duly passed by the shareholders of the Corporation,
        the directors of the Corporation are herby authorized and empowered to revoke this resolution at
        any time, without further approval of the shareholders of the Corporation.

5.      Any director or officer of the Corporation is hereby authorized and directed, for and on behalf of
        the Corporation, to execute and deliver all documents and do all other acts or things as he may
        determine to be necessary or advisable to give effect to this resolution including, without



                                                     32
        limitation, executing any document or doing any other act or thing in furtherance of this
        resolution.”

         It is the intention of the persons named in the enclosed Form of Proxy to vote in favour of the
resolution approving the debt settlement. The resolution will empower the directors of the Corporation to
revoke the resolution, without further approval of the shareholders of the Corporation at any time. The
debt settlement will only be implemented in the event that the Purchase Resolution is approved and
all conditions to the effectiveness of the Share Exchange Agreement have been satisfied or waived.


                                           Stock Option Plan

        In the event that the Purchase Transaction and Reorganization Transactions are completed, it is
proposed that a new incentive stock option (the “New Option Plan”) for directors, officers and key
employees and consultants of the Corporation and its subsidiaries be adopted that would be compliant
with regulatory policies that would then be applicable to the Resulting Issuer. The New Stock Option Plan
would replace the Corporation‟s existing plan. See “Information Concerning Eclips – Executive
Compensation – Stock Option Plan”.

         By resolutions dated effective April 3, 2006, the board of directors of the Corporation (the
"Board") approved, subject to and conditional upon receipt of shareholders and TSX Venture Exchange
approvals, the establishment of a new “rolling” stock option plan for the Corporation (the "New Plan").
A complete copy of the New Plan is attached to this Circular as Schedule V. Pursuant to the said
resolutions, the Board also, subject to and conditional upon receipt of shareholder and TSX Venture
Exchange approvals of the New Plan, provided that no additional stock options may be granted under the
Corporation's December 18, 2003 Stock Option Plan (the "Old Plan") (being the Corporation's only other
stock option plan) and terminated the Old Plan effective upon the exercise, expiry, termination or
cancellation of all of the currently outstanding stock options that were granted under the Old Plan. There
are currently outstanding under the Old Plan stock options to purchase 300,000, and a further
commitment to issue 200,000 stock options to purchase common shares of the Corporation.

        The salient features of the New Plan are as follows:

   (a) stock options may be granted by the Board to directors, officers and employees of the
       Corporation or a subsidiary of the Corporation and persons or corporations who provide
       consulting services to the Corporation or a subsidiary of the Corporation on an on-going basis;

   (b) the number of common shares of the Corporation ("Common Shares") that may be issued
       pursuant to the exercise of stock options granted under the New Plan shall not exceed 10% of the
       number of Common Shares outstanding from time to time;

   (c) the exercise price of each stock option shall be determined in the discretion of the Board at the
       time of the granting of the stock option, provided that the exercise price shall not be lower than
       the "Market Price". "Market Price" means the last closing price of the Common Shares on the
       TSX Venture Exchange prior to the date the stock option is granted; provided that in the event the
       Common Shares are not listed on the TSX Venture Exchange but are listed on another stock
       exchange or stock exchanges, the foregoing reference to the TSX Venture Exchange shall be
       deemed to be a reference to such other stock exchange, or if more than one, to such one as shall
       be designated by the Board, and to the extent that the Common Shares are not listed on any
       exchange, the Market Price shall be such price as is determined by the Board in good faith;



                                                    33
      (d) (i) at no time shall the number of Common Shares reserved for issuance pursuant to stock options
          granted to any one optionee exceed 5% of the outstanding Common Shares, (ii) no one optionee
          may be granted, in any 12-month period, stock options to purchase a number of Common Shares
          equal to more than 5% of the outstanding Common Shares, (iii) no one consultant may be
          granted, in any 12-month period, stock options to purchase a number of Common Shares equal to
          more than 2% of the outstanding Common Shares, and (iv) persons employed to provide investor
          relations activities may not be granted, in the aggregate in any 12-month period, stock options to
          purchase a number of Common Shares equal to more than 2% of the outstanding Common
          Shares;

     (e)   all stock options shall be for a term determined in the discretion of the Board at the time of the
           granting of the stock options, provided that no stock option shall have a term exceeding five years
           and, unless the Board at any time makes a specific determination otherwise, a stock option and all
           rights to purchase Common Shares pursuant thereto shall expire and terminate immediately upon
           the optionee who holds such stock option ceasing to be at least one of a director, officer or
           employee of, or consultant to, the Corporation or a subsidiary of the Corporation, as the case may
           be; and

     (f)   except in limited circumstances in the case of the death of an optionee, stock options shall not be
           assignable or transferable.

           In accordance with the requirements of TSX Venture Exchange, shareholders of the Corporation
     will be asked at the Meeting to consider and, if thought advisable, to ratify and approve by means of an
     ordinary resolution, the establishment of the New Plan and the granting of stock options from time to
     time pursuant thereto. To be approved, the above resolution must be passed by a majority of the votes
     cast by shareholders at the Meeting in respect of this resolution, other than votes attaching to Common
     Shares beneficially owned by insiders of the Corporation to whom stock options may be granted under
     the New Plan ("Insiders") and associates of such Insiders. Unless otherwise specified, the persons
     named in the enclosed form of proxy will vote FOR the resolution.

        At the Meeting, if approval is given for the Purchase Resolution, shareholders will be asked to
consider, and if thought advisable, to adopt the following resolution to approve the New Option Plan:

           “Be it resolved that:

1.         The incentive stock option plan having the terms and conditions described in the Information
           Circular dated November 13, 2003 of the Corporation accompanying the Notice of Annual and
           Special Meeting at which this resolution is presented for approval is hereby approved, conditional
           upon the Purchase Transaction becoming effective.

2.         Any officer or director is hereby authorized, for and on behalf of the Corporation, to execute and
           deliver any documents, instruments or other writings and to do all other acts as may be necessary
           or desirable to give effect to the foregoing resolution.”

        To be adopted, the resolution requires approval of the shareholders representing a majority of the
votes cast at the Meeting. It is the intention of the persons named in the enclosed Form of Proxy to vote
in favour of this resolution.

                                         Change of Registered Office

           The registered office of the Corporation is 67 Yonge Street, Suite 1200, Toronto, Ontario M5E


                                                       34
1J8. Shareholders of the Corporation are being asked to pass a special resolution at the Meeting
authorizing the change of the registered office of the Corporation from 67 Yonge Street, Suite 1200,
Toronto, Ontario M5E 1J8 to Suite 1750, 1185 West Georgia Street, Vancouver, B.C., V6E 4E6.

        The form of special resolution to be considered by shareholders at the Meeting is as follows:

        “Be it resolved as a special resolution that:

1.      The registered office of the Corporation is hereby changed from 67 Yonge Street, Suite 1200,
        Toronto, Ontario M5E 1J8 to Suite 1750, 1185 West Georgia Street, Vancouver, B.C., V6E 4E6.

2.      Any director or officer of the Corporation is hereby authorized and directed, acting for, in the
        name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of
        the Corporation or otherwise, and to deliver or to cause to be delivered, all such other deeds,
        documents, instruments and assurances and to do or cause to be done all such other acts and
        things, as in the opinion of such director or officer of the Corporation may be necessary or
        desirable to carry out the terms of the foregoing special resolution.

         The resolution requires approval of shareholders by special resolution. To approve the resolution,
not less than two-thirds or 66 2/3% of the votes cast by the shareholders of the Corporation, whether in
person or by proxy, must be voted in favour of it. It is the intention of the persons named in the enclosed
Form of Proxy to vote in favour of this resolution.

                                    ANNUAL MEETING BUSINESS

                                           Financial Statements

         Audited financial statements of the Corporation for the years ended May 31, 2005 and May 31,
2004, and unaudited financial statements for the six-month period ending November 30, 2005 accompany
this Information Circular as Schedule III.

                                         Appointment of Auditors

       McGovern, Hurley, Cunningham LLP, Chartered Accountants were appointed as auditors in 2004
and provided audit services for the years ending May 31, 2004 and 2005. Reflecting the geographical
change in location of the Corporation, and unless such authority is withheld, the persons named in the
accompanying proxy intend to vote for the appointment of DeVisser Gray, Chartered Accountants, #401-
905 West Pender Street, Vancouver, BC V6C 1L6 as auditors of the Corporation for the fiscal year
ending May 31, 2006, and to authorize the directors to fix their remuneration.

                                           Election of Directors

         As disclosed under the heading “Special Meeting Business – Determining Number of Directors”
it is proposed that six (6) directors be elected to the board of directors of the Corporation. The term of
office for each director will be from the date of the Meeting until the annual meeting next following or
until their successor is elected or appointed.




                                                        35
         The following table states the names of all persons proposed to be nominated for election as
directors, the position or office now held by them, if applicable, their principal occupation or employment
for the preceding five years, the date on which they became directors of the Corporation and the number
of Common Shares owned by them or over which they exercise control or direction, both prior and
subsequent to the proposed Purchase Transaction and Reorganization Transactions. Management has been
informed that each of the proposed nominees listed below is willing to serve as a director if elected.
Please see Schedule I - Directors and Officers for a more detailed background of each of the
proposed Directors.

                                                                            Common Shares New Common
                                                                              Beneficially       Shares
                                                                               Owned or        Beneficially
                                                                              Controlled        Owned or
                                                                               before the    Controlled after
                                                                               Purchase       the Purchase
       Name                                                 Office Held and Transaction and Transaction and
 and Municipality       Principal Occupation for Last       Date Appointed Reorganization Reorganization
    of Residence                   Five Years                   Director     Transactions(3)  Transactions
David W. Childs        Chairman and Chief Executive        President and
                                                                                 99,000          111,470
Orangeville, Ontario   Officer, Tiercel Services,          Director since
                       Orangeville, Ontario (a business    July 2005
                       consulting company)

David McConomy (1) President QC Quadrant                   Board Chair
                                                                                 2,000           112,000
Ottawa, Ontario    Corporation, Ottawa Ontario (a          since July 24,
Director           business consulting firm) and           2004
                   Assistant Professor, Queen‟s
                   School of Business, Kingston,
                   Ontario.

Elmer Stewart (2)      2003-present                       Proposed
                                                                                 29,500           83,511
Calgary, Alberta       Alhambra Resources Ltd.            Nominee
                       President and Chief Operating
                       Officer, Responsible for the daily
                       operations of the company
                       2000-2003
                       Independent consultant providing
                       management services to clients in
                       the mineral industry

Victor Erickson        Self-employed Consulting Mining Proposed
                                                                                  Nil           2,573,806
Vancouver, B.C.        Engineer                        Nominee

Andre J. Audet         Self-employed Consulting            Proposed
                                                                                  Nil           2,573,806
Courtenay, B.C.        Geological Engineer                 Nominee

 Michael Brickell (2) (5) President and Director of       Proposed                               (5)
                                                                             Nil             Nil
 Gloucester, U.K.         Resource Finance and Investment Nominee
                          Ltd.
Notes:
(1)     Member of Audit Committee. The Corporation does not have a compensation committee or an executive
        committee.
(2)     Proposed member of Audit Committee.
(3)     Adjusted to give effect to Consolidation.


                                                      36
(4)     During the last five years, the following proposed nominees also served as a director and/or senior officer
        with the following reporting issuers (or equivalent): David W. Childs (Eclips Inc.); Cyril Ing (Eclips Inc.;
        SunOpta Inc. (formerly Stake Technology Ltd.)).
(5)     Mr. Brickell is the President and a Director of Resource Finance & Investment Ltd., which owns
        beneficially 7,566,988 common shares of the Corporation.


         Shareholders of the Corporation will be asked to consider and, if thought fit, approve an ordinary
resolution electing the proposed nominees. In order to be effective, the ordinary resolution requires
approval of the shareholders representing a majority of the votes cast at the Meeting. It is the intention of
the persons named in the enclosed Form of Proxy, if not expressly directed to the contrary in such form of
proxy, to vote such proxies in favour of the election of the nominees specified above as directors of the
Corporation. If, prior to the Meeting, any vacancies occur in the slate of proposed nominees herein
submitted, the persons named in the enclosed Form of Proxy intend to vote in favour of the election of
any substitute nominee or nominees recommended by management of the Corporation and in favour of
the remaining proposed nominees.

          If elected, Victor Erickson, Andre J. Audet and Michael Brickell will provide resignations to the
Corporation that will be held in escrow and released and acted upon only in the event that the Purchase
Transaction and Reorganization Transactions are not successfully completed. In that event, the board of
directors will be reduced to three and the other current directors of the Corporation, will be appointed to
fill the three remaining vacancies.

                                             OTHER BUSINESS

        Management is not aware of any other business to come before the Meeting other than as set forth
in the Notice. If any other business properly comes before the Meeting, it is the intention of the persons
named in the Form of Proxy to vote the Common Shares represented thereby in accordance with their best
judgment on such matter(s).

                                           Additional Information

        Additional information relating to the Corporation is on SEDAR at www.sedar.com. Financial
information is provided in the Corporation‟s comparative financial statements and management‟s
discussion and analysis (“MD&A”) for its financial year ended May 31, 2005. Shareholders who wish to
receive copies of the Corporation‟s financial statements and MD&A may contact the Corporation in
writing at 75 First Street, Suite 257, Orangeville, ON L9W 5B6 or by telephone at 416-573-4955.




                                                        37
          SCHEDULE I - INFORMATION CONCERNING THE RESULTING ISSUER

                                         Corporate Information

       The head office of the Resulting Issuer will be located at 3741 West 36th Avenue, Vancouver
B.C., V6N 2S3 and its registered office will be #1750 – 1185 West Georgia Street, Vancouver, B.C. V6E
4E6.

       The Resulting Issuer will have only one material wholly owned subsidiary, being CWE which
was incorporated under the Business Corporations Act (British Columbia) on June 8, 2004.

        If the Purchase Transaction is approved by the shareholders, the shareholders will be asked to
consider and approve a special resolution to amend the articles of Eclips to change its name to “Cadillac
Mining Corporation” or such other similar name as the Board of Directors of Eclips may in its discretion
resolve, subject to regulatory approvals. See “Special Meeting Business - Change of Name” in the
Information Circular.

        Upon conclusion of the Purchase Transaction, the Resulting Issuer will become the sole
shareholder of CWE.

                                  Business of the Resulting Company

        Cadillac is engaged in the business of mineral exploration in the Province of Quebec. Its
objective is to locate and develop economic precious and base metals properties of merit.

         Andre J. Audet, P.Eng. and Victor F. Erickson, P.Eng. staked 285 mineral claims in Rouyn,
Beauchastel and Dasserat Townships, Province of Quebec and, pursuant to the terms of a letter agreement
dated June 3, 2004 with Resource Finance & Investment Ltd., a Bermuda corporation (the “Assignment
Agreement”), agreed to assign a 100% interest in all such claims to Cadillac West Explorations Inc.
(“CWE”), a British Columbia corporation, subject to a 1.5% net smelter return royalty. Further, Messrs.
Audet and Erickson held two separate options to acquire a 50% undivided interest in two claim groups,
known as the Norcoeur Property and the Lac Fortune Property, aggregating 79 claims, all located in the
Beauchastel and Dasserat Townships, pursuant to the terms of a letter agreement dated April 30, 2004
made between themselves and Richmont Mines Inc. (the “Richmont Letter Agreement”), which they also
agreed to assign to CWE. The reader is directed to Schedule VI-CWE Financial Statements, specifically
note 6, for further information regarding obligations related to this agreement. The consideration payable
therefore to Messrs Audet and Erickson consisted of 5,000,000 common shares of CWE. In addition, RFI
committed to provide funding to CWE, which funding totaled $700,000, which monies were, largely
expended on the exploration of the mineral claims referred to above.

                                       Stated Business Objectives
The principal business carried on and intended to be carried on by CWE is the acquisition, exploration
and development of natural resource properties. Cadillac intends on expending existing working capital
and net proceeds raised from this Transaction to pay the balance of the estimated costs of this Offering, to
carry out exploration on its mineral properties, to pay for administrative costs for the next twelve months
and for working capital. Cadillac may decide to acquire other properties in addition to the mineral
properties described below.
 Description and Location of the Cadillac West Project (the “Project”) located in the Province of Quebec
        The following represents information summarized from the Technical Report on the Project dated
June 1, 2005, authored by Barry J. Price, M.Sc., P.Geo. of B.J. Price Geological Consultants Inc., a
qualified geoscientist, prepared in accordance with the requirements of National Instrument 43-101 (the


                                                    I-1
“Technical Report”). Note that only figures 1, 2, 3, 4, 5, 6 and 10 from the Technical Report are
reproduced in and form part of this Information Circular. All other figures, maps, appendices and
plates referred to in the extract below are not included in this Information Circular but are
contained in the Technical Report, a complete copy of which is available for review, in color, on the
System for Electronic Document Analysis and Retrieval (SEDAR) located at the following website:
www.sedar.com. Alternatively, the Technical Report may be inspected during normal business
hours at Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia.

The Project is comprised of an aggregate 323 mineral claims situated in northwestern Quebec, adjacent to
Highway 117, between of the mining towns of Rouyn-Noranda, Quebec, and Kirkland Lake, Ontario.
The claims are centered approximately 22 kilometers west of Noranda, between the settlement of Evain
and the Ontario border. The project lies within topographic mapsheets 32 D 03 and 32 D 06, and is
centered roughly on the settlement of Arntfield at UTM coordinates East 630,000 and North 5,340,000.
Locations are shown in the accompanying Figures 1 and 2.




                                                  I-2
FIGURE 1 LOCATION MAP




         I-3
FIGURE 2 LOCATION MAP




         I-4
FIGURE 3 SKETCH OF STAKED CLAIMS




               I-5
                                      Claims Held by Cadillac

Pursuant to the terms of the Assignment Agreement aforementioned, Cadillac acquired outright 285
claims, and subsequently staked a further 38 claims, for an aggregate 323 claims (collectively the “CWE
Claims”), covering approximately 10,960 hectares in Rouyn, Dasserat and Beauchastel Townships (see
Figure 3). These claims extend westward from the western limits of the City of Rouyn-Noranda toward
the Ontario border and cover, roughly 20 km of the geological feature known and the Cadillac-Larder
Lake Break. These claims are comprised of several separate claim blocks as follows:

1.     Cadillac Main Claims: This block (also referred to as the Kekeko Hills claims) consists of 137
       claims comprising 4,577 hectares covering most of Ranges 2, 3, and roughly 25% of Range 4 of
       Beauchastel Township. With the exception of the north half of the ground held in Range 4, all of
       the claims are covered by younger Proterozoic (Cobalt) sediments overlying the favourable
       Archean host rocks.

2.     Wasa North and Wasa South Claims: These blocks, comprising a total of 20 claims or 645
       hectares.

3.     Dasserat West Claims: These 62 claims comprising 1,230 hectares are entirely underlain by
       Cobalt sediments covering the Cadillac-Larder Lake Break. The western edge of the block is
       about 5 km east of the Kerr Addison Mine.

4.     Dasserat North Claims: This block consisting of 49 claims comprising 2,197 hectares covers a
       sparsely explored sector adjacent to Lac Arnaud, on which a magnetic anomaly was known and
       which covers the trace of a rhyolitic horizon also seen in Noranda and Aldermac massive
       sulphide deposits.

5.     Gan Claims, a small block of 4 claims covering a small copper occurrence.

6.     Beauchastel Claims, a small block of claims southwest of Rouyn-Noranda.

7.     Kanasuta Claims, the most westerly block of 67 claims adjacent to Highway 117 in Dasserat
       Township.

                                    Claims Optioned by Cadillac

Pursuant to the Assignment Agreement aforementioned, Cadillac was assigned the options to earn a 50%
undivided interest from Richmont Mines Inc. (“Richmont”) in an additional 79 claims covering
approximately 2,158 hectares all located in Dasserat and Beauchastel Townships (see Figure 4). These
claims comprise the following two properties:
                                         Norcoeur Property

TOWNSHIP        RANGE   LOT            BLOCK                 CLAIM                   NOTES
Dasserat       4      R16;C34                           3801672
Dasserat       4      53N                               3801673
Dasserat       4      54N                               3801674


                                                  I-6
TOWNSHIP       RANGE        LOT   BLOCK               CLAIM   NOTES
Dasserat      4        55                        3801681
Dasserat      4        56                        3801682
Dasserat      4        57                        3801683
Dasserat      4        58N                       3801684

Dasserat      5        55                        3733074
Dasserat      5        56                        3733075
Dasserat      5        57                        3733084
Dasserat      5        58                        3733085
Dasserat      5        59                        3733094
Dasserat      5        60S                       3733095
Dasserat      5        61S                       3733105

Dasserat      6        52                        5259100
Dasserat      6        53                        5259099
Dasserat      6        54                        5259098
Dasserat      6        55                        5259097
Dasserat      6        56                        5259096
Dasserat      6        57                        5259095
Dasserat      6        58                        5259094

Beauchastel   6        3                         3718741
Beauchastel   6        4                         3718742
Beauchastel   6        5                         3718681
Beauchastel   6        6                         3718961
Beauchastel   6        7                         3718962
Beauchastel   6        8                         3718971
Beauchastel   6        9                         3718972
Beauchastel   6        10                        3816042
Beauchastel   6        11                        3831451

Beauchastel                       157            3666833
Beauchastel                       157            3666832
Beauchastel                       J              3666831
Beauchastel                       157 & O        3666823
Beauchastel                       157, O & J     3666825
Beauchastel                       J&U            3666824
Beauchastel                       H&O            3666822
Beauchastel                       H              3666815
Beauchastel                       H&O            3666814
Beauchastel                       H              3666813
Beauchastel                       H              3666812
Beauchastel                       H              3666811
Beauchastel                       V              3708891
Beauchastel                       V              3708892
Beauchastel                       V              3708893
Beauchastel                       18&19          3706621


                                           I-7
TOWNSHIP        RANGE        LOT       BLOCK               CLAIM                   NOTES
Beauchastel                            18             3706622
Beauchastel                            18             3706623
Beauchastel                            18&19          3706624
Beauchastel                            18&V           3706625
Beauchastel                            18,V&U         3708902
Beauchastel                            U&V            3708901
Beauchastel                            V              3708895
Beauchastel    5           B 00L 000                  New                 *
* Sliver of ground located between Richmont and Noranda Claims; recently staked by Richmont.

                                       Lac Fortune Property

 TOWNSHIP RANGE              LOT       BLOCK              CLAIM                    NOTES
Dasserat    3                 51s                         4347444
Dasserat    3                 52s                         4347443
Dasserat    3                 53s                         4347442
Dasserat    3                 54s                         4347441
Dasserat    3                 56s                         4347433
Dasserat    3                 57                          4347432
Dasserat    3                 58                          4347431
Dasserat    3                 59                          4347423
Dasserat    3                 60s                         4347422
Dasserat    3                 61s                         4347421
Dasserat    2                                             4389981
Dasserat    2                                             4389982
Dasserat    2                                             4389983
Dasserat    2                                             4389984
Dasserat    2                                             4389985

Beauchastel         3          1                          4351253
Beauchastel         3          2                          4351252
Beauchastel         3          3                          4351243
Beauchastel         3          4                          4351242
Beauchastel         3          5                          4351241
Beauchastel         3          6                          4278452
Beauchastel         3          8                          4278461
Beauchastel         3          9                          4278451
Beauchastel         4                                     4351251         *   (SLIVER)

Beauchastel         4                  A                  P113010                   (L F)
* Series of 6 short lots at the south of Range 4 Beauchastel Twp.; possibly all included under claim
No. 4351251 or as newly requested claims.



                                                I-8
FIGURE 4 SKETCH OF OPTIONED CLAIMS




                I-9
The aggregate group of claims represent a very large land package bracketed by the Kerr Addison deposit
on the west (a past producer of approximately 11 million ounces of gold), and the Noranda mining camp
(current producer of polymetallic volcanogenic massive sulphides) on the east.

Numerous gold and base metal deposits, showings and zones occur in the area, as well as geological and
structural features which are very favourable for the emplacement of both gold and base metal deposits.
These claims extend over a 20 km portion of the important Cadillac-Larder Lake Break, a major
fault/shear that has been virtually unexplored in this area. The Proterozoic sediments covering the shear
were previously thought to be prohibitively thick, but recent exploration has shown the cover to be
relatively thin in places.

              Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access to the property is good via paved roads between Rouyn-Noranda and other major centers in
northern Quebec and adjacent Ontario. The properties lie between 30 km west of Rouyn-Noranda to
within 10 kilometers of the town center. Logging, recreational and mining secondary access roads allow
access to many of the claim blocks in the Francoeur area. Some of the northern claims adjacent to Lac
Dasserat are most easily accessed in summer by boat and in winter by snowmobile.

Climate is typical of eastern Canada with extremely cold winters and warm summers. In some parts of
the claims winter allows more practical access when swamps and lakes are frozen. Exploration activities,
particularly drilling are easier in winter, whereas mapping and sampling are more practical in summer.

Physiography generally comprises a relatively flat terrain with numerous lakes and swamps, but the
younger Cobalt age sediments give hilly and locally steep terrain. Average elevation is 300 meters and
maximum elevation is 450 meters. The properties are located in the low lands of the Abitibi region which
is part of the James Bay physiographic area. Most of the area is heavily wooded, mainly with black
spruce.

The overburden on the site of the project consists of till covered by lake deposits and more recent organic
matter (bog and marsh), alluvial deposits associated with flood plains and soils. Most of the properties
are covered with limited outcrop, although some rock is seen on hilly areas and lakeshores.

Local resources and infrastructure are good since this area has a long history of mining and exploration.
The power grid either crosses Cadillac‟s properties or is available within easy reach. The main line of the
Canadian National Railway and a trunk gas line parallel Highway 117 which either crosses much of
Cadillac‟s properties or provides ready access. Supplies and services of all types are available in Rouyn-
Noranda. A large labour pool is available, with trained miners and explorationists in the area.

                                                 History

The exploration history of the area is complex, as the area includes or lies adjacent to a number of mines
west of the now amalgamated mining towns of Noranda and Rouyn which have been productive in the
past. The large Noranda mines are centered around the town while to the north, west and east are located
numerous smaller mines, many of which are past producers.

The Horne mine, discovered by Noranda Mines Limited in 1923, began commercial production in 1927
and remained in continuous production until 1976, with total production estimated at 53,706,990 t grading


                                                   I-10
6.1 g/t Au, 13 g/t Ag, 2.2% Cu. Bearing in mind that the total metal production for the period 1969 to
1976 is calculated, not measured, the Horne mine yielded a total production of 1,133,830 t of Cu,
>17,330,000 oz of Ag and an outstanding 8,942,470 oz of Au from 53,706,990 t of ore until mine closure
in 1976.

A later phase of production (the “Remnor” project of 1986-89) exploited gold-only, flux ore from the
upper levels of the Horne mine, and this production added an additional 102,170 oz of Au (calculated)
production from 604,000 t of ore. Remnor increased the total Au production from the Horne mine to
9,044,640 oz.

The Horne mine was an incredibly rich and profitable deposit and provided Noranda with the capital,
technical experience, and confidence required for its continued success and growth into one the world‟s
premier integrated mining companies. In addition, it had a tremendous impact on exploration in
northwestern Quebec, and led directly to subsequent discoveries of gold and base metal deposits in the
region, including Waite-Amulet (1925), Quemont (1944), Millenbach (1966) and Ansil (1980).

Discovery of other properties in the area, tabulated below, was a direct result of the importance of the
Noranda discovery. In the Cadillac West area, the following properties were later discovered:

                             DISCOVERIES IN THE NORANDA AREA

                      ORIGINAL
   PROPERTY          DISCOVERY         MAJOR WORK                          PRODUCTION
Normetal           1925              1933, 1937           1,497,169 tons 84.7 M pounds copper (Cu), 2.7 M
                                                          oz silver (Ag), 26,230 oz gold( Au), 163.7 M lbs
                                                          Zinc. (Zn)
Beattie                              1933                 5 million tons averaging 0.14 oz/ton gold
Francoeur          1923              1938                 To 1947, 570,708 tons, avg. 0.186 oz/ton Au,
                                                          recovered 92,601 oz Au.
Arntfield          1923              1935                 529,987 tons, avg about 0.20 oz/ton Au.
Aldermac           1923              1927, 1931           To 1943, 2,091,571 tons avg. 1.65% Cu.
Wasa Lake          1936              1945                 1966-1971 240,000 ounces of gold

In the 1980‟s considerable monies were expended on exploration of some of the Richmont claims now
held under option. A tax partnership under the operatorship of Richmont conducted an underground
mining and sampling program on the Lac Fortune property, costing in the order of $6 million. On the
Aldermac property, east of the Francoeur Mine, Norex conducted an extensive core drilling program, with
varying results. The history of exploration on the balance of the properties comprising the Project is not
well known and is believed to be limited.

                                            Geological Setting

Regional Geology
The Kirkland Lake, Timmins and Cadillac mining camps are famous worldwide. They are in close
proximity to each other and hosted in the Superior craton within the Abitibi greenstone belt. The Abitibi
greenstone belt is unique amongst greenstone belts of the Canadian Shield in that it has a high ratio of
supracrustal to intrusive rocks, is the largest greenstone belt in the world, has a generally low
metamorphic grade and contains a diverse spectrum of gold and base-metal deposits.


                                                   I-11
The main mineral deposit types in the region include: volcanic-associated, massive, base metal sulphide
(VMS) deposits such as those at Noranda, shear and intrusion-hosted lode gold deposits, komatiite-
associated Ni-Cu-PGM deposits and oxide iron formation.

Geological mapping between approximately 1900 and 1970 established that the Abitibi greenstone belt
consists mainly of mafic to felsic metavolcanic units, metasedimentary units, and a variety of granitoid
rocks. The regional extent of the „breaks‟, of which the most important are the Cadillac - Larder Lake
“Break” or shear zone and the Porcupine-Destor deformation zone, was established early on, as they are
in close spatial relationship to gold mineralization. Significant deposits of iron (e.g., Adams and
Sherman) mines and copper-zinc mineralization (e.g., Noranda, Kamiskotia camps and Kidd Creek Mine)
were also discovered during the early work. Nickel mineralization associated with ultramafic flows was
discovered in the Fredrickson House Lake area (Alexo and Dundonald deposits) and south of Timmins in
the Shaw Dome area (Redstone, Hart (Tontine), McWatters, and Langmuir 1 and Langmuir 2 deposits).

Recent structural studies have demonstrated the presence of thrust faults in the greenstone belt. In
addition, radiogenic isotope studies have revealed that some magmatic elements of the belt are mantle
derivatives, whereas others may have an older evolved crustal component. As a result of these advances,
the classical stratigraphic view of the Abitibi greenstone belt is changing and more work is required to
more fully understand the significance of, and relationship between, the distinct supracrustal assemblages
that comprise the greenstone belt.

Major gold camps within the Abitibi greenstone belt are spatially associated with steeply dipping shear
zones, such as the Cadillac - Larder Lake shear zone and the Porcupine-Destor deformation zone which
transect the belt for over 300 km in a general easterly direction.

The Temiscaming and Hearst Assemblages are of particular note. This belt of clastic metasedimentary
rocks and associated alkalic metavolcanic units, centered on Kirkland Lake and extending east of Larder
Lake, is commonly referred to as the “Temiscaming” (or Temiscaming assemblage). It is one of the best-
studied assemblages of the southern Abitibi greenstone belt, and is important for several reasons:

1.      It hosts some of the largest Archean lode gold deposits in the world;

2.      It is the youngest Archean supracrustal unit in the Abitibi greenstone belt; and

3.      It occupies a unique position in the tectonic framework of the southern Abitibi greenstone belt in
        that it postdates one regional deformation and predates the other.

The Temiscaming assemblage is a moderately to steeply south-dipping and south-facing assemblage that
is cut by numerous faults and shear zones. The approximately east-trending Larder-Cadillac shear zone is
the most prominent regional structure, and in the eastern part of the Abitibi greenstone belt, it, in part,
marks the boundary between the Temiscaming, Larder Lake and Hearst assemblages. Other prominent
faults and/or shear zones in this region tend to be east-northeast to northeast or north striking, the latter
being the latest fault set in the area. The east-northeast-striking faults include the well-known Kirkland
Lake fault (“Kirkland Lake Main Break”).

The Larder-Cadillac shear zone may be over 200 km long, extending from Kirkland Lake in Ontario to
well east of Val d‟Or in Quebec. The most significant mineralization within the Temiscaming assemblage
is gold, which is spatially related to shear zones, quartz veins and carbonate-altered rocks. All of these
are, in turn, at least spatially, related to some of the latest structures in the southern Abitibi greenstone
belt, the Kirkland Lake fault (“Kirkland Lake Main Break”) and the Larder-Cadillac shear zone
(“Kirkland Lake Break”).



                                                    I-12
The Kirkland Lake fault, from which over 23,000,000 ounces of gold have been extracted, is the locus of
gold mineralization in the Lake Shore (8,573,246 ounces of gold), Macassa (3,500,062 ounces of gold),
Teck-Hughes (3,709,007 ounces of gold) and Wright-Hargraves (4,821, 296 ounces of gold) mines.

Spatially associated with the Larder-Cadillac shear zone are numerous major and minor past-producing
gold mines that, collectively, yielded over 10,800,000 ounces of gold (Kerr Addison alone accounted for
over 9,950,000 ounces of gold). The Abitibi Greenstone Belt and the Cadillac-Larder Lake Break are
shown in the accompanying Figures 5 and 6.




                                                  I-13
FIGURE 5 THE SUPERIOR CRATON AND ITS REGIONS




                    I-14
FIGURE 6 GEOLOGY OF THE ABITIBI GREENSTONE BELT




                      I-15
Local Geology
The Project areas are underlain principally by Blake River volcanic units and Temiscaming sediments, all
metamorphosed, and overlain stratigraphically by “Pontiac” metasediments south of the “Break”.
Proterozoic sandy to conglomeratic Cobalt Group sedimentary rocks which are less metamorphosed,
cover potentially mineralized zones along the Cadillac-Larder Lake “Break and related faults and shear
structures. One or more syenitic intrusions of late Archean age occur along the trend of the Cadillac
Break and are believed to have provided a heat source for mineralizing events. To the north and east lies
the Noranda caldera volcanic complex with one or more small sub-calderas which have been host to
volcanogenic copper-zinc-precious metal deposits. Much of the Dasserat North block is underlain by
prospective volcanics that host the Aldermac VMS deposit in the Beauchastel Township to the east.
Much of the Cadillac Main claims are underlain by Cobalt Group sediments covering the Cadillac-Larder
Lake Break and related favourable shear/fault systems which comprise the company‟s main target.

                                             Deposit Types
•     The primary deposit type sought in the Project area is the Archean “Model” shear-hosted gold
      deposits such as Kerr Addison, Malartic-type deposits, and the smaller Francoeur and Lac Fortune
      mines, and the more recent Lapa discovery farther to the east.

•     A secondary target type is copper-gold volcanogenic massive sulphide deposits (VMS) such as the
      Horne Mine in Noranda and the Aldermac deposits, adjacent to the Project area.

•     Lamprophyric rocks, possible hosts to diamond deposits, have been recognized on and near the
      Cadillac claim group. Since sub-economic diamond occurrences in related kimberlites were
      recently found in Ontario a few kilometers to the west, the potential for a diamond discovery should
      not be ignored.

                                             Mineralization
The Project is at the exploration stage without significant mineral deposits at this time, although small
showings and deposits are scattered throughout the area. At Guinard, “porphyry style” copper
disseminations are present in one or more syenitic intrusive bodies. At Lac Arnoux, the writer observed
disseminated chalcopyrite, sphalerite, pyrite and pyrrhotite present in many outcrops on shorelines,
surrounding a buried and non-outcropping major magnetic anomaly. Other small gold showings are
known in the area but these are not well documented. The project represents a regional exploration play
in a strongly mineralized belt with numerous past productive deposits (Wasamac, Arntfield, Aldermac
etc.) and adjacent to the East Cadillac belt (part of the same structure) which has numerous past
productive shear-hosted gold deposits and intrusion-related gold deposits, and which contains several
significant gold exploration plays in progress (Lapa, Malartic, etc).

                                              Exploration
Commencing in June, 2004, an airborne magnetic survey was carried out by McPhar Geosurveys Ltd.
(“McPhar”) over the Project area, while two smaller areas were also selected for a subsequent combined
airborne magnetic and electromagnetic survey. The cost of these programs totaled approximately
$184,000.


                                                  I-16
Aeromagnetic Surveys
An airborne geophysical survey was completed over the Project area by McPhar, consisting of a high-
resolution helicopter magnetic (HELIMAG) survey using a Robinson RR4 helicopter and instrumentation
provided by McPhar. A total of 1,854 line-kilometres of HELIMAG data were flown, covering an area of
approximately 165 square kilometres.

Interpretation of the data has resulted in the identification of magnetic units thought to be consistent with
and part of the Cadillac – Larder Lake Break (Magnetic Unit M2) and consistent with thick sedimentary
units and/or large scale homogeneous magmatic intrusions (Magnetic Unit M1). Areas interpreted as
intrusive centres have been identified and may prove to be the source for driving some of the economic
mineralisation currently known in the area. Several of the identified intrusive centres include or are in
close proximity to abandoned mines or mineral occurrences.

Electromagnetic Surveys
A high-resolution Time-domain Helicopter Electromagnetic (T.H.E.M.) survey was completed over part
of the Cadillac West area. A total of 438 line-kilometres of T.H.E.M. data were flown, covering an area
of approximately 38.4 square kilometres over two areas (much smaller than the previous magnetic
survey). The purpose of the survey was to acquire high-resolution aeromagnetic and electromagnetic
(EM) data to map the geophysical characteristics of the geology and structure in an effort to provide an
insight into geologic and geophysical settings conducive to economic gold mineralisation.

The area covered by the airborne magnetic survey is geologically complex. Present are geophysically
interpreted iron formations, magnetic dykes, large magnetically homogeneous host rocks, and heavily
folded, faulted and metamorphosed sedimentary rocks.

McPhar prepared a Geophysical Interpretation Map on which several prominent features can be identified
from the aeromagnetic data and processed products.

Interpretation of the data has resulted in the identification of magnetic units thought to be consistent with
and part of the Cadillac – Larder Lake Break (Magnetic Unit M2) and consistent with thick sedimentary
units and/or large scale homogeneous magmatic intrusions (Magnetic Unit M1). Areas interpreted as
intrusive centres have been identified and may prove to be the source for driving some of the economic
mineralisation currently known in the area. Several of the identified intrusive centres include or are in
close proximity to abandoned mines or mineral occurrences.

When present, the EM conductors are in areas where water is prevalent. However, the axis of the EM
conductors and the quality over the period of early time to late time suggests that the anomaly source is
not related to the presence of the water. These EM anomaly axes also tend to be coincident with the major
fault directions as interpreted, suggestive of the presence of conductive material associated with the faults.

Of the Claim groups surveyed, those with identified intrusive centres are worthy of further investigation
(Lac Dasserat, Riviere Arnoux and Lac Beauchastel Claim Groups). The volume of magnetic and
electromagnetic features generated by the current survey should be further refined and priorities assigned
based on complimentary geologic, geochemical and geophysical information. Supplementary and
complimentary geophysical data sets from previous and new geophysical surveys that incorporated other
systems other than magnetics and electromagnetics is essential in further differentiating areas for follow-
up study.

Winter surveying, particularly over Lac Dasserat and Lac Beauchastel, with a ground-based time domain
electromagnetic system, supplemented by a gravity survey may prove to be the most efficient for


                                                    I-17
verifying the presence of the EM anomalies that are strongest, but are under water. (Source: Robert
Hearst, M.Sc., P.Geoph. (NAPEGG), Consulting Geophysicist, McPhar Geosurveys Ltd. “Final Report
on a Helicopter-borne Time Domain Electromagnetic (T.H.E.M.) Survey over Cadillac West Area in
Quebec, Canada”)

Lithogeochemical Surveys
Subsequent to the commencement of the geophysical surveys, Cadillac conducted a major rock
geochemical exploration program on the Kanasuta and Cadillac Main (Kekeko Hills) claim blocks. In
total, 2,233 samples were collected and analysed for gold, silver and 12 elements by Acme Analytical
Laboratories of Vancouver, British Columbia. Cost of the lithogeochemical program was approximately
$146,000.

The rock geochemical survey conducted on the Cadillac Main and Kanasuta claim blocks sought to
identify late-stage mineralization that may have printed through the sediment cover from underlying
mineralized centers (see Fig. 12). Each sample taken was analyzed for gold plus 11 elements likely to be
associated with late stage mineralization. Results show discrete concentrations of several elements on at
least four potential targets. These strong drilling targets are situated directly above the trace of the
Guinard intrusive group on the claims held by Cadillac and on the flanks of other suspected intrusions to
the east along the projection of the Cadillac Break.

In late 2004, additional rock sampling was conducted on the Richmont Claims located immediately west
of the CWE Claims, including the Guinard intrusive and its western extension.

                                                Drilling

Cadillac has completed an initial drill program on selected targets derived from geochemistry, geophysics
and geology. The 2005 winter exploration program on the Richmont Claims, conducted in part to satisfy
the initial $500,000 exploration commitment, was designed to explore, by drilling, the following targets:

•     structure and mineralization related to the Guinard syenitic intrusive and the Cadillac Break, but
      obscured by Proterozoic sediments (DDH RO-01)

•     feeder systems related to the Lac Fortune deposit (DDH‟s RO-02 and 03)

•     south-dipping vein- or shear-hosted mineralization in the Arntfield and Arncoeur areas (4 diamond
      drill holes RO -04, 05, 06 and 07).

A total of 2,496 meters was drilled in seven holes (see Figure 10 for Drill Hole Locations) at a cost
totalling approximately $231,000. Work was supervised by Andre J. Audet, P.Eng. and assisted by J.S.
Lavallee. The summary drill data is set out below:

                                  Winter 2005 Drill Hole Summary

Drillhole UTM Coordinates        Dip          Length       Direction   Purpose
          East       North       degrees      (Meters)     Azimuth
RO -01    628008     5338017     -50          732.00       180 deg     Guinard Intrusive and Cadillac Break
RO -02    627013     5338805     -51          459.00       330 deg     Test below Lac Fortune vein system;
RO -03    627007     5338823     -45          152.00       150 deg     Hole southward, under Lac Renaud




                                                  I-18
RO -04   628540   5340690   -52   400.30     360 deg   Arntfield structure, near Francoeur boundary
RO -05   628540   5340590   -50   437.00     360 deg   Arntfield structure, near Francoeur boundary
RO -06   629619   5340369   -50   116.00     180 deg   Arntfield structure, about 1000m east of #4.
RO -07   629619   5340469   -50   200.00     180 deg   Arntfield structure, about 1000m east of #4.




                                      I-19
FIGURE 10 DRILL HOLE LOCATION – 2005 PROGRAM




                    I-20
                                   Sampling Method and Approach
The initial rock lithogeochemical samples were collected by a team of six geologists/samplers supervised
by Andre Audet, P.Eng. The concept and methodology of the sampling program was approved by Barry
Price, P.Geo., the author of the Technical Report, who visited the Project in August, 2004. The
lithogeochemical samples were taken as single specimen-sized pieces broken from outcrops to expose
fresh rock.

The samples taken by Barry Price were grab-type and selected samples of mineralization taken from
outcrops and were not intended as formal or representative samples, but solely to confirm observed
mineralization.

For the drill program, core samples were collected by Andre Audet. P.Eng., and sampled according to
standard industry practice by splitting the core and submitting half the core to Expert Laboratoire Inc. of
Rouyn-Noranda. Half of the core was retained for further sampling or description, if necessary, and is
currently stored.

                              Sample Preparation, Analyses and Security
The lithogeochemical rock samples were trimmed with a diamond saw to remove obvious surface
weathering and possible airborne contamination from the Noranda smelter, and were shipped directly to
Acme Analytical Laboratories in Vancouver, British Columbia, a respected and accredited laboratory.

Core samples were prepared at Expert Laboratoire Inc. by laboratory personnel, and crushed and
pulverized according to general laboratory standards. Analyses were done by fire assay for gold and
Induction Coupled Plasma (ICP) for other elements.

                                            Data Verification

Barry Price, the author of the Technical Report, took several rock and soil samples during his property
inspection. These were submitted to the same laboratory (Acme) which used the same analytical
preparation and geochemical methods. These samples, in a general way, support the results obtained by
Cadillac. The best results obtained by Mr. Price were from the Guinard copper occurrence, in which
porphyry style disseminations of chalcopyrite are present in a syenitic stock.

The claim data was verified by the author by means of the Quebec Government online mineral titles
website. The author reviewed the core sampling data, logs and assays provided by Cadillac and found
that the program was completed in a professional manner.

Cadillac has received written confirmation from the Ministry of Natural Resources of the Province of
Quebec that the application of the exploration work costs submitted in 2004 for assessment credits has
been accepted.

                                          Adjacent Properties

A significant number of mineral exploration properties and mining projects are known to exist within


                                                   I-21
Beauchastel and Dasserat Townships; such properties and projects are described in the summary report
titled “Summary of Adjacent Mining Properties – Beauchastel & Dasserat Townships”, attached as
Appendix III to the Technical Report.

                             Mineral Processing and Metallurgical Testing
No mineral processing or metallurgical testing has been carried out by Cadillac and none is recommended
until a resource is outlined by drilling.

                           Mineral Resource and Mineral Reserve Estimates
No mineral resource or mineral reserve has been estimated for the Project. The properties are at an early
stage of exploration and no significant mineralized zones are present, with the exception of a small and
sub-economic gold zone known at Lac Fortune, which is not at present accessible.

                                 Other Relevant Data and Information
Appended to the Technical Report is the author‟s certificate of qualifications.

                                               Conclusions
The drill program provided a great deal of useful information and showed a number of strongly
mineralized zones which require follow-up drilling and other strongly altered zones (such as Guinard)
where gold mineralization was absent but with the strength of alteration may be present elsewhere along
the Cadillac Break.

Results of the drilling program led to the following observations:

•     Syenites and enclosing volcano-sedimentary rocks related to the Guinard Stock display strong
      foliation and are strongly altered over at least a three hundred meter wide intersection. The
      hematite alteration and pervasive pyrite-silica-ferrocarbonate alteration seen at this location is
      consistent with outer alteration shells seen in other mining districts.

•     The exceptionally strong gold intersection obtained in Hole RO-04 (18.51grams/tonne gold over
      3.30 meters) displays alteration patterns identical to those found in ore deposits locally, and is
      similarly confined to a very intense deformation structure. However, the intersection is unusually
      broad, and gold tenors are roughly twice those seen in historical drilling in the area. Moreover, it is
      located well north of past drilling and could indicate favourable geological conditions down-dip
      from historical gold occurrences and mining.

•     Similar geological conditions are recognized in Holes 6 and 7 located 1000 meters to the east of
      RO-04, and while early analytical results show relatively low gold values, the potential for finding
      economic gold in this area remains high.

•     Compilation of historical drilling on the Arncoeur property shows broad hematite-carbonate
      alteration zones carrying weak to moderate gold values. This area has not been explored in recent
      years and is deserving of further drilling.

•     Rhyolites and related quartz-sericite schists on the Arntfield property should be considered
      prospective for base metal exploration. This ground is situated near the past-producing Aldermac
      Mine where similar acid volcanic rocks, and a related syenite complex host a number of small
      volcanogenic massive sulphide lenses.




                                                    I-22
                                           Recommendations

•     Additional drilling should be undertaken to test the Cadillac Break structure to the west and east of
      drill hole RO-01. This work should be guided by anomalies obtained from geophysical and
      geochemical surveys conducted by Cadillac in 2004.

•     Follow-up drilling is needed to determine the potential offered by the high-grade intersection
      obtained in drill hole RO-04.

•     Additional drilling is justified in the Arntfield-east area (Holes RO-06 and RO-07) and on the
      Arncoeur property because of strong similarities geologically and structurally to known
      mineralization in the area of Hole RO-04.

•     Attention must be paid to the massive-sulphide potential on the Arntfield property. Whole rock
      geochemistry should be assessed and the results of publicly available airborne surveys should be
      examined for possible conductors on the property.

•     Claims in the Arntfield area held by a third party should be pursued aggressively.

•     The previously delineated targets (such as Gan, Lac Arnaud, etc.) should be reviewed and drilled.

The Project is situated in one of the most highly mineralized belts in the Province of Quebec, adjacent to
the Noranda mining camp and other gold mining camps such as Kerr Addison, Malartic and Val d‟Or,
and is considered by Barry J. Price, P.Geo., the author of the Technical Report, to be a property of merit
and worthy of considerable additional exploration efforts.

Program
Barry Price has recommended that Cadillac conduct a drilling exploration program, focused primarily on
certain identified priority targets.

Budget
Barry Price, in consultation with Andre Audet, examined the listed targets developed from past data
review and from a review of recent geophysical and geochemical surveys and prepared the following
budget estimate:

                                                 CWE Claims
LOCATION                    TARGET        NO. OF HOLES        DEPTH (m)    TOTALS (m)         COST CAN$
West Kekeko                 #1B           2 inclined          750          1500               $150,000
                            #1C           2 inclined          450          900                $72,000
                                          1 vertical          450          450                $36,000
Kanasuta                    #1D           1inclined           600          600                $54,000
Dasserat North              #6            3 inclined          300          900                $63,000
North Wasa                                2 inclined          750          1500               $150,000
                   TOTAL                                                   5,850              $525,000
                                               Richmont Claims
LOCATION                    TARGET        NO. OF HOLES        DEPTH (m)    TOTALS (m)         COST CAN$
Guinard                     #1A           2 inclined          750          1500               $150,000
Francoeur Shear



                                                       I-23
Arntfield                       #4            6 inclined            150          900                 $72,000
                                              5 vertical            450          2250                $180,000
                                              6 inclined            300          1800                $144,000
Arncoeur                        #3            6 inclined            150          900                 $72,000
                                              4 inclined            300          1200                $96,000
Lac Fortune                     #2            2 inclined            600          1200                $108,000
                                              3 vertical            300          900                 $72,000
                                                                        TOTAL:   10,650              $894,000
Projected Drilling Costs                                                                             $1,419,000
Total Drilling Budget Including Contingency                                                          $1,500,000
(Costs are all inclusive of supervision and support)



                                              Directors and Officers

        See “Annual Meeting Business - Election of Directors” for information concerning the proposed
directors of the Resulting Issuer if the Purchase Transaction is completed.

         The following table states the names of all persons proposed to be nominated for election as
directors, the position or office now held by them, if applicable, their principal occupation or employment
for the preceding five years, the date on which they became directors of the Corporation and the number
of Common Shares owned by them or over which they exercise control or direction, both prior and
subsequent to the proposed Purchase Transaction and Reorganization Transactions. Management has been
informed that each of the proposed nominees listed below is willing to serve as a director if elected.


                                                                               Common Shares       New Common
                                                                                 Beneficially         Shares
                                                                                  Owned or          Beneficially
                                                                                 Controlled          Owned or
                                                                                  before the      Controlled after
                                                                                  Purchase         the Purchase
       Name                                                    Office Held and Transaction and    Transaction and
 and Municipality        Principal Occupation for Last         Date Appointed Reorganization      Reorganization
    of Residence                    Five Years                     Director     Transactions(3)    Transactions
David W. Childs         Chairman and Chief Executive          President and
                                                                                99,000 Shares     111,470 Shares
Orangeville, Ontario    Officer, Tiercel Services,            Director since
                                                                                                      (0.5%)
                        Orangeville, Ontario (a business      July 2005
                        consulting company)

David McConomy (1) President QC Quadrant                      Board Chair
                                                                                    2,000         112,000 Shares
Ottawa, Ontario    Corporation, Ottawa Ontario (a             since July 24,
                                                                                                      (0.5%)
Director           business consulting firm) and              2004
                   Assistant Professor, Queen‟s
                   School of Business, Kingston,
                   Ontario.




                                                           I-24
                                                                            Common Shares         New Common
                                                                              Beneficially           Shares
                                                                               Owned or            Beneficially
                                                                              Controlled            Owned or
                                                                               before the        Controlled after
                                                                               Purchase           the Purchase
       Name                                                 Office Held and Transaction and      Transaction and
  and Municipality       Principal Occupation for Last      Date Appointed Reorganization        Reorganization
    of Residence                   Five Years                   Director     Transactions(3)      Transactions
Elmer Stewart (2)      2003-present                         Proposed
                                                                             29,500 Shares        83,511 Shares
Calgary, Alberta       Alhambra Resources Ltd.              Nominee
                                                                                                     (0.36%)
                       President and Chief Operating
                       Officer, Responsible for the daily
                       operations of the company
                                                                                                                   (6)
                       2000-2003                                                                54,011 Warrants
                       Independent consultant providing
                       management services to clients in
                       the mineral industry

Larry Sorenson         Mr. Sorenson is a self employed
                                                                                    Nil           162,034 Shares
Surrey, B.C.           business consultant. He has acted
                                                                                                     (0.69%)
                       as Secretary and the Chief
                       Financial Officer of CWE and
                       provides his services to CWE on a
                       part time basis. He has served
                       CWE as an officer since
                       December 15, 2005.

Victor Erickson        Self-employed Consulting Mining Proposed
                                                                                    Nil          2,573,806 Shares
Vancouver, B.C.        Engineer                        Nominee
                                                                                                     (11.45%)
Andre J. Audet         Self-employed Consulting             Proposed
                                                                                    Nil          2,573,806 Shares
Courtenay, B.C.        Geological Engineer                  Nominee
                                                                                                     (11.45%)
Michael Brickell (2) (5) President and Director of       Proposed
Gloucester, U.K.         Resource Finance and Investment Nominee                    Nil
                                                                                                             (5)
                         Ltd.                                                                          Nil

Notes:
(1)    Member of Audit Committee. The Corporation does not have a compensation committee or an executive
       committee.
(2)    Proposed member of Audit Committee.
(3)    Adjusted to give effect to Consolidation.
(4)    During the last five years, the following proposed nominees also served as a director and/or senior officer
       with the following reporting issuers (or equivalent): David W. Childs (Eclips Inc.)).
(5)    Mr. Brickell is the President and a Director of Resource Finance & Investment Ltd., which owns
       beneficially 7,566,988 common shares of the Corporation.
(6)    Series F Warrants


        In total, the Directors will own directly or indirectly 13,173,474 Shares which represents 58.63%
of the shares outstanding after the Purchase and reorganization transaction and the concurrent financing.
The following is a brief description of the proposed senior officers and consultants of the Resulting Issuer
following completion of the Purchase Transaction:


                                                       I-25
Victor Erickson, P. Eng., MBA – Director, President and CEO, Director

Victor F. Erickson, P.Eng. earned a B.A.Sc. from the University of B.C. in 1967, graduating in Mineral
Processing, and is a Registered Professional Engineer in British Columbia. Subsequent to graduation he
worked for several major mining firms, and earned a Masters in Business Administration in 1973 from
the Schulich School of Business at York University, Toronto. Commencing in 1975 he has worked as a
consulting engineer, primarily in the evaluation of precious and base metal, industrial mineral and coal
projects, and more recently has provided advice in respect of ore processing matters, and other technical
issues to junior companies. Between 1983 and 1996 Erickson participated extensively in the formation
and management of several publicly traded junior exploration firms. He has also from time to time been
involved as a principal in the generation of a diversity of private mineral exploration and development
projects. Mr. Erickson is 60 years of age and lives in Vancouver, British Columbia. On successful
completion of the Purchase and reorganization Transaction he will hold 2,573,806 New Common Shares
and he will devote 75% of his time to Cadillac Mining Corporation.

Andre J. Audet, P. Eng. - Director

Andre J. Audet, P.Eng. graduated from the University of British Columbia in 1972 with a B.A.Sc. degree
in Geology, and is a Registered Professional Engineer in British Columbia. After working briefly as an
exploration geologist in British Columbia, Audet joined Dome Mines Group in 1974 and served as Chief
Geologist at the Sigma Mine at Val d'Or, Quebec until 1987. He has since worked as an international
mining consultant, focusing on exploration, property acquisition and evaluation. Mr. Audet is fluent in
French. Mr Audet is 60 years of age and lives in Vancouver, British Columbia. On successful completion
of the Purchase and reorganization Transaction he will hold 2,573,806 New Common Shares and he will
devote 75% of his time to Cadillac Mining Corporation

Michael Brickell, C.A. - Director

        Michael Brickell has been the President and a Director of the Company since 1995. He is a
Chartered Accountant by profession. He has a background in retail merchandising and marketing. He is
a former Vice Chairman and Chief Executive Officer of a national Canadian specialty retail chain and
currently serves as Chairman of Cotswold Collections Limited, the Cheltenham, UK-based retailer. Mr.
Brickell is 65 years of age and lives in Gloucester, United Kingdom. On successful completion of the
Purchase and reorganization Transaction he will through RFI, control 7,566,988 New Common Shares
and he will devote time as necessary of his time to Cadillac Mining Corporation.


Larry D. Sorenson, B.Comm - CFO

                  Mr. Sorenson holds a B. Comm. in finance from the University of British Columbia, and
is a practicing Chartered Accountant. For over the past 20 years Mr. Sorenson served as consultant for
both private and public companies. Mr. Sorenson‟s business experience range includes credit and
collections, receivership, auditing, accounting, hiring, income tax and business consulting. Mr. Sorenson
has managed the day to day affairs of an accounting practice, been the accountant for a nuclear research
facility, acted as controller for a food importer and performed the due diligence for a major purchase by a
public company. Mr. Sorenson is 59 years of age and lives in Surrey, British Columbia. On successful
completion of the Purchase and reorganization Transaction he will hold 162,034 New Common Shares
and he will devote time as required to Cadillac Mining Corporation.




                                                   I-26
Elmer Stewart, P. Geol. – Director & Secretary

         Mr. Stewart has a Masters Degree in Geology and 28 years experience in the mineral industry.
His early career development was with St. Joseph Exploration Limited, Noranda Exploration and AGIP
Canada before assuming progressively senior management positions with Northern Minerals in 1991 and
Eurasia Gold Corp., where he was President and CEO from 1997 until November 2000. Mr. Stewart has
been involved in evaluating precious metal projects in North America, Eastern Europe, Mexico and South
America. In 1999, he was involved in evaluating and putting two heap leach gold projects into production
in Kazakhstan. Mr. Stewart is a registered Professional Geologist with APEGGA and has been a director
of Alhambra since 1997. Mr. Stewart is 54 years of age and lives in Calgary, Alberta. On successful
completion of the Purchase and reorganization Transaction he will hold 83,511 New Common Shares and
he will devote time as required of his time to Cadillac Mining Corporation.

David W. Childs, P. Eng, MBA - Director

         Mr. Childs has been active in small to medium size business for over 35 years, both as an
executive and independent consultant, and has served as Eclips‟s President since 1993. He has managed
technology companies with local, national, and international exposure. He has had a broad range of
experience as a member of private and public boards. He received his Bachelor of Science degree from
the University of Toronto in 1970, his Engineering degree in 1972 and a Masters of Business
Administration degree from the University of Western Ontario in 1976. Mr. Childs is 59 years of age and
lives in Orangeville, Ontario. On successful completion of the Purchase and reorganization Transaction
he will hold 111,470 New Common Shares and he will devote time as required to Cadillac Mining
Corporation.

David McConomy, C.A. - Director

         David J. McConomy graduated with an MBA from Queen's University, with a major in Finance
and Accounting in 1969, after receiving a BA (Econ) from Loyola of Montreal. After qualifying as a
Chartered Accountant with Arthur Andersen in Toronto, his thirty year career has focused mainly on the
Finance and Accounting requirements of small to medium sized businesses. He has gained considerable
experience assisting young companies, mainly in the technology field, in strategic planning and corporate
finance. As Chief Financial Officer of Systemhouse Ltd. (which was later sold to MCI and subsequently
to EDS), he was instrumental in the process of taking that company public. During his tenure with
Systemhouse, revenues rose from $16.5 million to in excess of $100 million. While with Antares
Electronics Inc, he raised $20 million (through venture capital investments, sale and leaseback
transactions and restructuring bank lines of credit) to enable the company to become one of Profit
Magazine's fastest growing companies, as revenues increased over a three year period from $36 million to
$100 million. Most recently, he assisted ComentiX Computer Systems Inc. to become a public company
and to raise funds from a variety of sources to fund its growth. Mr. McConomy is 59 years of age and
lives in Ottawa, Ontario. On successful completion of the Purchase and reorganization Transaction he will
hold 112,000 New Common Shares and he will devote time as required to Cadillac Mining Corporation.



                           Corporate Cease Trade Orders or Bankruptcies

To the best of the Corporation’s knowledge, except as hereinafter provided, no existing or proposed
director, officer, promoter or other member of management of the Corporation is, or within the ten years
prior to the date hereof has been, a director, officer, promoter or other member of management of any


                                                  I-27
other Corporation that, while that person was acting in the capacity of a director, officer, promoter or
other member of management of that Corporation, was the subject of a cease trade order or similar order
or an order that denied the Corporation access to any statutory exemptions for a period of more than 30
consecutive days, was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal
under any legislation relating to bankruptcy or insolvency or has been subject to or appointed to hold the
assets of that director, officer or promoter.

                                           Penalties or Sanctions

To the Corporation‟s knowledge, no existing or proposed director, officer, promoter or other member of
management of the Corporation has, during the ten years prior to the date hereof, been subject to any
penalties or sanctions imposed by a court or securities regulatory authority relating to trading in securities,
promotion, formation or management of a publicly traded company, or involving fraud or theft.

                                          Personal Bankruptcies

To the Corporation‟s knowledge no existing or proposed director, officer, promoter or other member of
management of the Corporation has, during the ten years prior to the date hereof, been declared bankrupt
or made a voluntary assignment into bankruptcy, made a proposal under any legislation relating to
bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement, or
compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his or her
assets.

                                                 Promoters

        The Company has made no Promotional or Investor relations arrangements to date.


                                            Conflicts of Interest

The directors of the Corporation are required by law to act honestly and in good faith with a view to the
best interests of the Corporation and to disclose any interests, which they may have in any project or
opportunity of the Corporation. If a conflict of interest arises at a meeting of the board of directors, any
director in a conflict will disclose his interest and abstain from voting on such matter.

To the best of the Corporation’s knowledge, and other than disclosed herein, there are no known existing
or potential conflicts of interest among the Corporation, its promoters, directors and officers or other
members of management of the Corporation or of any proposed promoter, director, officer or other
member of management as a result of their outside business interests except that certain of the directors
and officers serve as directors and officers of other companies, and therefore it is possible that a conflict
may arise between their duties to the Corporation and their duties as a director or officer of such other
companies.

                                   Other Reporting Issuer Experience

The following table sets out the proposed directors, officers, and promoters of Eclips Inc. that are , or
have been within the last five years, directors, officers or promoters of other reporting issuers.




                                                     I-28
Name               Name and                Name of   Position         From        To
                   Jurisdiction of        Trading
                   Reporting Issuer       Market
Victor Erickson    Royal Victoria          TSX-V     Director         June 97     Feb 02
                   Minerals Ltd.-
                   British Columbia

Andre Audet        Pan African Mining     TSX-V      VP Exploration   July 2004   Feb 06
                   Corp - British
                   Columbia

Michael Brickell   Resource Finance &     US OTC     President        1995        Present
                   Investment Limited     BB
                   Bermuda

Elmer Stewart      Alhambra Resources     TSX-V      President &      Dec 03      Present
                   Ltd. Alberta                      COO
                   Alhambra Resources     TSX-V      Director         April 99    Present
                   Ltd. Alberta
                   Eurasia Gold Corp.     Alberta    President &      Mar 97      Nov 00
                   Alberta                CDNX       CEO &
                                                     Director
                   Eurasia Gold Corp.     ASE        Director         May 92      Nov 00
                   Alberta
                   Kelman                 TSE        President &      Aug 96      Jan 97
                   Technologies Inc.                 CEO &
                   Alberta                           Director
                   Solid Resources Ltd.   Alberta    Director         Nov 00      Dec 01
                   Alberta                CDNX
                   Boxxer Gold Corp.      TSX-V      Director         Sept 96     Present
                   Alberta
                   Trio Gold Corp.        Alberta    VP Exploration   Jan 95      Apr 02
                   Alberta                CDNX-      & Director
                                          TSX-V
                   Sport Active inc.      ASE        Corp Sec &       Mar 91      June 97
                   Alberta                           Director
                   Capilano               TSE        EVP & Corp       Mar 93      Aug 96
                   International Inc.                Sec
                   (now Kelman
                   Technologies Inc.)
                   Alberta
                   Copper Fox Metals      TSX-V      Chairman &       Feb 04      Present
                   Inc. Alberta                      Director

David Childs       Eclips Inc., Toronto   TSX-V      President        Dec 1993    July 04

                   Eclips Inc., Toronto   TSX-V      President        July 95     Present

David McConomy     Millstream Mines       TSX-V      Director         Sept        Present
                   Ltd.                                               2003




                                          I-29
                                     Options to Purchase Securities


         Name                  Number of Options                            Option Description

                                                          Options granted but not issued. The options may be
   David McConomy                    25,000               exercised at the price of $0.50 per share. They expire on
                                                          August 4, 2009, or 90 days after Mr. McConomy ceases to
                                                          be a Director. The value at time of granting was zero and
                                                          current value is zero.

                                                          The options may be exercised at the price of $1.20 per share.
       Leo Girard                    19,000               They expire on May 28, 2009, or 90 days after Mr. Girard
                                                          ceases to be a Director. The value at time of granting was
                                                          zero and current value is zero.

                                                          The options may be exercised at the price of $1.20 per share.
   David McLoughlin                  19,000               They expire on May 28, 2009, or 90 days after Mr.
                                                          McLoughlin ceases to be a Director. The value at time of
                                                          granting was zero and current value is zero.




                                  Proposed Executive Compensation

         It is proposed that Victor Erickson, as President and Chief Executive Officer of the Resulting
Issuer, would receive aggregate compensation of $60,000 during the 12-month period following
completion of the Purchase Transaction for the provision of his services. It is not proposed that any
executive officer of the Resulting Issuer and its subsidiaries, including the President and Chief Executive
Officer, would receive total compensation during that period exceeding $100,000.

                                              Administration

        The estimated general and administration costs of the Resulting Issuer for the 12-month period
following the Purchase Transaction are expected to be as follows:

                Sales and Marketing                        $48,000
                General offices                            $18,000
                Salaries/Consulting fees                   $120,000
                Legal/professional                         $26,000
                Public company fees                        $86,000

                Total annual costs:                        $298,000
                Average monthly costs:                     $24,834


                                   Share Capital and Capitalization

       The share capital of the Resulting Issuer following the completion of the Purchase Transaction
and Reorganization Transactions will be the same as the share capital of Eclips prior thereto. See
“Information Concerning Eclips – Share Capital”.




                                                   I-30
        The capitalization of the Resulting Issuer as at November 30, 2005 (unaudited) after giving effect
to the Purchase Transaction and Reorganization Transactions is set out in this Information Circular under
the heading “Information Concerning Eclips – Capitalization”.

                                           Principal Shareholders

         To Eclips‟s knowledge, the following persons or corporations will beneficially own, directly or
indirectly, or exercise control or have discretion over more than 10% of the issued and outstanding New
Common Shares:



  Name and Municipality of             Type of          Number of New Common             % of New Common
        Residence                     Ownership                Shares                          Shares

Resource Finance & Investment      record and                   7,566,988                33.68% (26.75%)(1)
Ltd.                               beneficial
Hamilton, Bermuda

Andre Audet                        record and                   2,573,806                  11.45% (9.1%)(1)
Courtenay, B.C.                    beneficial

Victor Erickson                    record and
Vancouver, B.C.                    beneficial                   2,573,806                  11.45% (9.1%)(1)




Note:
(1) Immediately upon closing of the Purchase Transaction and Reorganization Transactions on a fully-diluted basis,
    assuming minimum (maximum) concurrent financing.


                                        ESCROWED SECURITIES

         In the event that the New Common Shares are accepted for listing on TSX Venture, pursuant to
Policy 5.4 “principals” (as such term is defined in Policy 5.4) of the Resulting Issuer will be required to
enter into an escrow agreement with the Resulting Issuer and a trustee who will act as escrow agent, at or
prior to the closing of the Purchase Transaction. Under the escrow agreement, principals will be required
to place into escrow with the escrow agent all securities of the Resulting Issuer that they beneficially own,
or have control or direction over..

        Of the 5,000,000 CWE common shares issued to Audet and Erickson as consideration for
properties, 2,000,000 are subject to a further escrow provision whereby 1,000,000 shares each are tied to
the Richmont Mines Inc. options and are subject to release from escrow, or cancellation, upon CWE
earning a 50% interest in the option, or relinquishing said option, respectively.

        The following table details the shares and warrants to be escrowed.




                                                      I-31
                                                   Prior to Giving Effect to the       After Giving Effect to the Transaction
                                                           Transaction(5)


Name and Municipality      Designation of         Number of          Percentage of       Number of             Percentage of
   of Residence of             class            securities held          class         securities to be            class
   Securityholder                                 in escrow                            held in escrow

  RFI Ltd. Hamilton,
                              Common                  0                   0                  7,566,988           33.60%
      Bermuda(3)
  RFI Ltd. Hamilton,
                          Series E Warrant            0                   0                  1,441,331            100%
      Bermuda(3)
   Victor Erickson
                              Common                  0                   0                  2,573,806           11.45%
  Vancouver, B.C. (3)
     Andre Audet
                              Common                  0                   0                  2,573,806           11.45%
  Courtenay, B.C. (3)
   July 29/05 CWE
                              Common                  0                   0                  617,713              2.67%
     Placement (1)
   Feb 28/06 CWE
                              Common                  0                   0                  643,451              2.86%
     Placement(2)
 Feb 28 Placement(2)      Series F Warrant            0                   0                  643,541              100%
Larry Sorenson
                              Common                  0                   0                  162,034              0.69%
    Surrey, B.C. (3)
David McConomy
                              Common                  0                   0                  112,000              0.50%
Ottawa, Ontario(3)
Elmer Stewart
                              Common                  0                   0                   83,511              0.36%
  Calgary, Alberta(3)
Elmer Stewart
                 (3)          Warrants                0                   0                   54,761              8.99%
Calgary, Alberta
      Leo Girard,
                              Common                7,500               0.26%                 7,500               0.03%
   Bolton,Ontario(6)
  David McLaughlin
                              Common                8,500               0.29%                 8,500               0.04%
 Markham, Ontario(6)
David W. Childs
                              Common               99,000               2.83%                111,470              0.50%
Orangeville, Ontario(4)

     (1)      Seed Share Resale Restriction of 4 months from final acceptance by the TSX-V

     (2)      Seed Share Resale Restriction of 12 months from final acceptance by the TSX-V

     (3)      Tier 2 value escrow, 10% on final acceptance, 15% on each of the 6 th, 12th, 18th, 24th, 30th, and 36th months
              following the Initial release
                                                                                        th      th        th
     (4)      Tier 1 value escrow, 25% on final acceptance, 25% on each of the 6 , 12 and 18 months after the
              initial release

     (5)      Adjusted to give effect to the consolidation

     (6)      Tier 2 Value Escrow as a result of the 2004 Transaction. Three remaining releases in April 06, October 06
              and April 07



                                                              I-32
                                              Risk Factors

        The securities offered hereunder must be considered highly speculative due to the nature of
Cadillac‟s business. Prospective investors should carefully consider the information presented in this
Information Circular before purchasing the Shares offered under this Circular, which include the
following:

                                           Development Stage

        The business to be conducted by the Resulting Issuer is in the early stages of development and,
accordingly, its business operations are subject to all of the risks inherent in the establishment and
maintenance of a new business enterprise, such as competition and viable operations management. The
Resulting Issuer is not expected to operate at a profit in the short term. The revenues of the Resulting
Issuer will be dependent on its ability to develop consumer acceptance of its products. There can be no
assurances that the Resulting Issuer will grow and be profitable.

                               Assumptions in Preparing Business Plan

        The Resulting Issuer‟s business plan as described herein is based on assumptions and hypotheses
which may not materialize. No representation or warranty is made as to the Resulting Issuer‟s ability to
implement its business plan and realize a positive return on investment. Furthermore, consumer
preferences are hard to identify and change over time, all of which are beyond the control of management
of the Resulting Issuer.


                                                Liquidity

        An investment in the shares of the Resulting Issuer is speculative. The Common Shares are
currently subject to cease trade orders and the Common Shares are not quoted on any public market.
There can be no assurance that an active or orderly trading market will develop for the shares of the
Resulting Issuer or of the prices at which such shares will trade.


                                  Hiring and Retention of Employees

         The Resulting Issuer‟s success is dependent on certain key management and technical personnel.
The loss of key personnel or the inability to attract and retain highly qualified personnel, consultants or
advisors could have a material adverse effect on the Resulting Issuer‟s business, revenues, operating
results and financial condition. The Resulting Issuer faces competition for such personnel from other
companies and organizations. There can be no assurance that the Resulting Issuer will be successful in
hiring or retaining qualified personnel.

                                        Management of Growth

        The Resulting Issuer‟s operating results will depend on management‟s ability to develop and
manage anticipated growth, hire and retain significant numbers of qualified employees, accurately
forecast revenues and control expenses. A decline in the growth rate of revenues without a corresponding
and timely slowdown in expense growth could have a material adverse effect on the Resulting Issuer‟s
business, revenues, operating results and financial condition.




                                                   I-33
                                           Capital Requirements

        The Resulting Issuer may require further capital to finance operations of the expansion of its
business. It is not possible to predict the timing or the amount of future capital requirements, if any, and
no assurance can be given that additional financing will be available or on favourable terms.

                                        Limited Operating History

        CWE has no history of earnings. There are no known commercial quantities of mineral reserves
on the Project. The purpose of this Offering is to raise funds to carry out exploration and development on
the Project with the objective of establishing economic quantities of mineral reserves.

                                                 Title Risks

         Although Cadillac has exercised the usual due diligence with respect to determining title to
properties in which it has a material interest, there is no guarantee that title to such properties will not be
challenged or impugned. Cadillac‟s mineral property interests may be subject to prior unregistered
agreements or transfers or native land claims and title may be affected by undetected defects. Surveys
have not been carried out on any of Cadillac‟s mineral properties, therefore, in accordance with the laws
of the jurisdiction in which such properties are situated; their existence and area could be in doubt. Until
competing interests in the mineral lands have been determined, Cadillac can give no assurance as to the
validity of title of Cadillac to those lands or the size of such mineral lands.

                                      Exploration and Development

          Resource exploration and development is a speculative business, characterized by a number of
significant risks including, among other things, unprofitable efforts resulting not only from the failure to
discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in
quantity and quality to return a profit from production. The marketability of minerals acquired or
discovered by Cadillac may be affected by numerous factors which are beyond the control of Cadillac and
which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling
facilities, mineral markets and processing equipment, and such other factors as government regulations,
including regulations relating to royalties, allowable production, importing and exporting of minerals, and
environmental protection, the combination of which factors may result in Cadillac not receiving an
adequate return of investment capital.

All of the claims to which Cadillac has a right to acquire an interest are in the exploration stages only and
are without a known body of commercial ore. Development of the subject mineral properties would
follow only if favourable exploration results are obtained. The business of exploration for minerals and
mining involves a high degree of risk. Few properties that are explored are ultimately developed into
producing mines.

There is no assurance that Cadillac‟s mineral exploration and development activities will result in any
discoveries of commercial bodies of ore. The long-term profitability of Cadillac‟s operations will in part
be directly related to the costs and success of its exploration programs, which may be affected by a
number of factors.

Substantial expenditures are required to establish reserves through drilling, to develop the mining and
processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may
be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals
will be discovered in sufficient quantities to justify commercial operations or that funds required for


                                                     I-34
development can be obtained on a timely basis.

There is no assurance that the TSX Venture will approve the acquisitions of any additional properties by
Cadillac, whether by way of option or otherwise.

                                            Uninsurable Risks

         In the course of exploration, development and production of mineral properties, certain risks, and
in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires,
flooding and earthquakes may occur. It is not always possible to fully insure against such risks and
Cadillac may decide not to take out insurance against such risks as a result of high premiums or other
reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in
increasing costs and a decline in the value of the securities of Cadillac.

                           Environmental Regulations, Permits and Licenses

         Cadillac‟s operations may be subject to environmental regulations promulgated by government
agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills,
releases or emissions of various substances produced in association with certain mining industry
operations, such as seepage from tailings disposal areas, which would result in environmental pollution.
A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of
operations require the submission and approval of environmental impact assessments. Environmental
legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties
for non-compliance are more stringent. Environmental assessments of proposed projects carry a
heightened degree of responsibility for companies and directors, officers and employees. The cost of
compliance with changes in governmental regulations has a potential to reduce the profitability of
operations. Cadillac intends to fully comply with all environmental regulations.

        A significant portion of the claims lie within the boundaries of a newly established study area in
which some or all of the lands may become subject to a special designation following assessment. This
study area was established well after mineral titles were acquired by CWE. New claims are not being
granted within these boundaries, however, existing titles are not encumbered and title holders retain of all
pre-existing rights to conduct exploration and develop resulting mineral resources, subject only to
regulations prescribed in the Mining Act.

The current or future operations of Cadillac, including development activities and commencement of
production on its properties, require permits from various, federal, provincial or territorial and local
governmental authorities and such operations are and will be governed by laws and regulations governing
prospecting, development, mining, production, exports, taxes, labour standards, occupational health,
waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.
Such operations and exploration activities are also subject to substantial regulation under these laws by
governmental agencies and may require that Cadillac obtain permits from various governmental agencies.
There can be no assurance, however, that all permits which Cadillac may require for its operations and
exploration activities will be obtainable on reasonable terms or on a timely basis or such laws and
regulations would not have an adverse effect on any mining project which Cadillac might undertake.

Failure to comply with applicable laws, regulations, and permitting requirements may result in
enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing
operations to cease or be curtailed, and may include corrective measures requiring capital expenditures,
installation of additional equipment, or remedial actions. Parties engaged in mining operations may be
required to compensate those suffering loss or damage by reason of mining activities and may have civil


                                                    I-35
or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular,
environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining
companies, or more stringent implementation thereof, could have a material adverse impact on Cadillac
and cause increases in capital expenditures or production costs or reduction in levels of production at
producing properties or require abandonment or delays in development of new mining properties.

To the best of Cadillac‟s knowledge, it is operating in compliance with all applicable rules and
regulations.

                                          No Commercial Ore

        The Project on which a portion of the proceeds of the Offering are to be expended does not
contain any amounts of commercial ore.

                                              Competition

        The mining industry is intensely competitive in all its phases, and Cadillac competes with other
companies that have greater financial resources and technical facilities. Competition could adversely
affect Cadillac‟s ability to acquire suitable properties or prospects in the future.

                                        Fluctuating Metal Prices

        Factors beyond the control of Cadillac may affect the marketability of metals discovered, if any.
Metal prices have fluctuated widely, particularly in recent years. The effect of these factors cannot be
predicted.

                                            Resale of Shares

         The continued operation of Cadillac will be dependent upon its ability to generate operating
revenues and to procure additional financing. There can be no assurance that any such revenues can be
generated or that other financing can be obtained. If Cadillac is unable to generate such revenues or
obtain such additional financing, any investment in Cadillac may be lost. In such event, the probability of
resale of the shares purchased would be diminished.

                             Price Volatility of Publicly Traded Securities

        In recent years, the securities markets in the United States and Canada have experienced a high
level of price and volume volatility, and the market prices of securities of many companies have
experienced wide fluctuations in price which have not necessarily been related to the operating
performance, underlying asset values or prospects of such companies. There can be no assurance that
continual fluctuations in price will not occur. It may be anticipated that any quoted market for the
Common Shares will be subject to market trends generally, notwithstanding any potential success of
Cadillac in creating revenues, cash flows or earnings. The value of Common Shares distributed
hereunder will be affected by such volatility.

Before this Offering, there has been no public market for Cadillac‟s Common Shares. An active public
market for the Common Shares might not develop or be sustained after this Offering. The Offering Price
of the Shares has been determined by negotiations between Cadillac and representatives of the Agent and
this price will not necessarily reflect the prevailing market price of the Common Shares following this


                                                   I-36
Offering. If an active public market for the Common Shares does not develop, the liquidity of a
shareholder‟s investment may be limited and the share price may decline below the initial public offering
price.

                                           Conflicts of Interest

        Some of the directors and officers are engaged and will continue to be engaged in the search for
additional business opportunities on behalf of other corporations, and situations may arise where these
directors and officers will be in direct competition with Cadillac. Conflicts, if any, will be dealt with in
accordance with the relevant provisions of the Business Corporations Act (British Columbia).

Some of the directors and officers of Cadillac are or may become directors or officers of other companies
engaged in other business ventures. In order to avoid the possible conflict of interest which may arise
between the directors‟ duties to Cadillac and their duties to the other companies on whose boards they
serve, the directors and officers of Cadillac have agreed to the following:

1.        participation in other business ventures offered to the directors will be allocated between the
          various companies and on the basis of prudent business judgment and the relative financial
          abilities and needs of the companies to participate;

2.        no commissions or other extraordinary consideration will be paid to such directors and officers;
          and

3.        business opportunities formulated by or through other companies in which the directors and
          officers are involved will not be offered to Cadillac except on the same or better terms than the
          basis on which they are offered to third party participants.

                                                Tax Issues

         Income tax consequences in relation to the Shares will vary according to circumstances of each
investor. Prospective investors should seek independent advice from their own tax and legal advisers
prior to subscribing for the Shares.

                                                 Dividends

          Cadillac does not anticipate paying any dividends on its Common Shares in the foreseeable
future.


                                           Conflicts of Interest

        Certain of the directors and officers of the Resulting Issuer will also serve as directors of other
companies involved in the mineral exploration sector and consequently there exists the possibility for
such directors to be in a position of conflict. Any decision made by such directors involving the
Resulting Issuer will be made in accordance with the duties and obligations of directors to deal fairly and
in good faith with the Resulting Issuer and such other companies. In addition, such directors will declare,
and refrain from voting on, any matter in which such directors may have a conflict of interest.

                                       Related Party Transactions

       Other than as stated herein, there are no material transactions involving the Resulting Issuer in
which management of the Resulting Issuer and certain others have or have had a direct or indirect interest.


                                                    I-37
                                           Material Contracts

        In addition to the material contracts disclosed under “Information Concerning Eclips – Material
Contracts”, the Resulting Issuer will, at or prior to the closing of the Purchase Transaction, be subject to
the foregoing material agreements:

1.      Subscription and debt satisfaction agreements to be entered into with those parties who are to
        receive Units pursuant to the Debt Settlement. See “Special Meeting Business – Debt
        Settlement”.

2.      Escrow Agreement. See “Escrowed and Pooled Securities”.



        Copies of the foregoing agreements will be available for inspection at the office of Eclips Inc.,
Suite 260, 75 First Street, Orangeville, Ontario L9W 5B6 during normal business hours from the date
entered into to the date of the Meeting.




                                                   I-38
 SCHEDULE II – INFORMATION CONCERNING CADILLAC WEST EXPLORATIONS INC.

                                        Corporate Information

         Cadillac West Explorations Inc. was incorporated pursuant to the Business Corporations Act
(British Columbia) on June 8, 2004.

        CWE‟s head office is located at 3741 West 36th Avenue, Vancouver, British Columbia V6N 2S3
and the registered office is located at Salley Bowes Harwardt, Barristers and Solicitors, Suite 1750, 1185
West Georgia Street, Vancouver, B.C., V6E 4E6.

        CWE is not a reporting issuer in any jurisdiction and its securities are not listed and posted for
trading on ay stock exchange.

        Upon conclusion of the Purchase Transaction, Eclips will become the sole shareholder of CWE.

                                           Business of CWE

         CWE is engaged in the business of mineral exploration in the Province of Quebec. Its objective
is to locate and develop economic precious and base metals properties of merit.

        Andre J. Audet, P.Eng. and Victor F. Erickson, P.Eng. staked 285 mineral claims in Rouyn,
Beauchastel and Dasserat Townships, Province of Quebec and, pursuant to the terms of a letter agreement
dated June 3, 2004 with Resource Finance & Investment Ltd. (RFI), a Bermuda corporation (the
“Assignment Agreement”), agreed to assign a 100% interest in all such claims to Cadillac West
Explorations Inc. (“CWE”), a British Columbia corporation, subject to a 1.5% net smelter return royalty.
Further, Messrs. Audet and Erickson held two separate options to acquire a 50% undivided interest in two
claim groups, known as the Norcoeur Property and the Lac Fortune Property, aggregating 77 claims, all
located in the Beauchastel and Dasserat Townships, pursuant to the terms of a letter agreement dated
April 30, 2004 made between themselves and Richmont Mines Inc. (the “Richmont Letter Agreement”),
which they also agreed to assign to CWE. The reader is directed to Schedule VI-CWE Financial
Statements, specifically note 6, for further information regarding obligations related to this agreement.
The consideration payable therefore to Messrs Audet and Erickson consisted of 5,000,000 common shares
of CWE. In addition, RFI committed to provide funding to CWE, which funding totaled $700,000, which
monies were, largely, expended on the exploration of the mineral claims referred to above.

                                     Share Capital and Prior Sales

                                  Authorized and Issued Share Capital

The authorized share capital of CWE consists of unlimited common shares without par value. As of the
date of this Information Circular, 12,975,000 Common Shares were issued and outstanding as fully paid
and non-assessable, and 600,000 Special Warrants have also been issued. Each Special Warrant of CWE
entitles the holder to receive one common share of CWE at no additional cost. The Special Warrants will
be converted to CWE shares, which will in turn be exchanged for Eclips shares, at or prior to closing of
the Purchase Transaction. All calculations herein assume full conversion of the CWE Special Warrants
into CWE common shares, unless specifically indicated otherwise.

                                            Common Shares

        The holders of the Common Shares are entitled to receive notice of and to attend and vote at all


                                                   II-1
meetings of the shareholders of CWE and each Common Share shall confer the right to one vote in person
or by proxy at all meetings of the shareholders of CWE. The holders of the Common Shares, subject to
the prior rights, if any, of any other class of shares of CWE, are entitled to receive such dividends in any
financial year as the board of directors of CWE may by resolution determine. In the event of the
liquidation, dissolution or winding-up of CWE, whether voluntary or involuntary, the holders of the
Common Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class
of shares of CWE, the remaining property and assets of CWE.

                                              Consolidated Capitalization

         The following table summarizes changes in CWE‟s capitalization since December 31, 2005 and
after giving effect to this Offering.

                                                                           Outstanding as at      Outstanding at
                                                         Authorized at      December 31,          the date of this
                                        Authorized      the date of this         2005                Circular
                Description                  ●             Circular           (Audited)            (Unaudited)
             Common Shares               Unlimited         Unlimited          12,350,000            12,975,000
                              (1)
             Special Warrants              N/A               N/A               600,000                600,000
             Long Term Debt                    Nil                Ni                Nil                 Nil
                                 (2)
             Series A Warrants                 N/A               N/A             1,400,000           1,400,000
                                 (3)           N/A               N/A                Nil               625,000
             Series B Warrants
                    Notes:
                    (1) Each Special Warrant entitles the holder to receive one common share of CWE at no additional
                    cost. The Special Warrants will be converted to CWE shares, which will in turn be exchanged for Eclips
                    shares, at or prior to closing of the Purchase Transaction.
                    (2) Series A Warrants are exercisable until November 30, 2008 at $0.25 per share
                    (3) Series B Warrants are exercisable until February 28, 2007 at $0.25 per share


                                                   Prior Share Issuance
          The following table summarizes the sales of securities of CWE within the last twelve months.

                             Price Per
Date                         Security        Number of Securities                               Reason for Issuance
June 10, 2005                $0.10           5,000,000 common shares                            Property
                             (deemed)
June 10, 2005                $0.10           7,000,000 common shares                            Conversion of Debt
                             (deemed)
July 29, 2005                $0.20           600,000 Special Warrants (1)                       Private Placement
October 31, 2005             $0.20           350,000 common shares                              Debt settlement
February 28, 2006            $0.20           625,000 Units                                      Private Placement
(1)   The exchange of these Special Warrants for Common Shares is made at no additional cost to the holders.



          Selected Consolidated Financial Information & Management’s Discussion & Analysis

As at the year ended December 31, 2005, CWE had a working capital surplus of $12,597. During the
year ended December 31, 2005 had interest income of $641; management and consulting fees (net of
forgiveness) $188,863; professional fees of $64,420; travel expenses of $2,788; other expenses of $1,112;



                                                              II-2
for a net loss of $ 256,542.
                                                             2005           2004
                                                              $              $
Interest Income                                               641             59
Net loss                                                  256,542         13,847
Total assets                                              775,942        412,894
Total financial liabilities                               120,000              -



                                 Management Discussion & Analysis

Since incorporation on June 8, 2004 Cadillac West Explorations Inc. has realized no significant revenues,
having conducted mineral exploration and attendant overhead costs funded by equity, or by debt
subsequently converted into equity. Expenditures on property acquisition, exploration and government
filing fees to December 31, 2005 were $658,924. A further $200,000 has been placed in escrow to
satisfy exploration commitments on the Richmont options.

For the period ending December 31, 2004, $134,863 in refundable mineral exploration tax credits were
realized from Revenue Quebec, comprising 35% of relevant qualifying expenditures.

Exploration expenditures will accelerate in the forthcoming years as field programs will focus primarily
on drilling as opposed to the mainly geophysical and geochemical survey costs incurred to date. The
$1.50 million of expenditures qualified by the 43-101 report will be incurred primarily in 2006, with a
minor proportion to be expended early in 2007.

From incorporation to December 31, 2005 overhead charges totaled $284,236 net of debt forgiveness.
Ongoing administrative charges are not expected to accelerate significantly, and should diminish as a
proportion of total expenditures as exploration activities intensify.

                                        Directors and Officers
The following table provides the names, municipalities of residence, position, principal occupations and
the number of voting securities of CWE that each of the directors and executive officers beneficially
owns, directly or indirectly, or exercises control over, as of the date hereof:

                                                                                       Common Shares
                                                                                      Beneficially Owned
                                                                                          Directly or
  Name and Municipality of       Director/                                                 Indirectly
   Residence and Position         Officer            Principal Occupation for         (at the date of this
    with the Corporation           Since               the Past Five Years                 Circular)
VICTOR F.         ERICKSON(1)    June    8,   Self-Employed Consulting Mining              2,500,000
Vancouver,B.C.                   2004         Engineer

President, Chief Executive President
Officer and Director       and Chief
                                 Executive
                                 Officer
                                 since
                                 December
                                 15, 2005



                                                   II-3
                                                                                                        Common Shares
                                                                                                       Beneficially Owned
                                                                                                           Directly or
      Name and Municipality of           Director/                                                          Indirectly
       Residence and Position             Officer              Principal Occupation for                (at the date of this
        with the Corporation               Since                 the Past Five Years                        Circular)
MICHAEL            BRICKELL(1)(2)       August          President and a Director of Resource                   Nil(2)
Gloucester,      United Kingdom         26, 2004        Finance & Investment Ltd

Director
LARRY       D.       SORENSON(1)        December        Self-Employed Chartered Accountant                    150,000
Surrey,B.C.                             15, 2005                                                             (Indirect)

Secretary and Chief Financial
Officer
PHILIP GARRATT(3)                       June       8,   Self-employed Business Development                     Nil(3)
West Vancouver, B.C.                    2004            Consultant; Chief Executive of RFI.
Director
(1)     Denotes a member of the Audit Committee of the Corporation.
(2)     Mr. Brickell is the President and a Director of Resource Finance & Investment Ltd., which owns beneficially 7,350,000
        common shares of the Corporation.
(3)     Mr. Garratt is the Chief Executive of Resource Finance & Investment Ltd. which owns beneficially 7,350,000 common
        shares of the Corporation.

The term of office of the directors expires annually at the time of CWE‟s annual general meeting. The
term of office of the officers expires at the discretion of CWE‟s directors.

The following is a brief description of the background of the key management, directors and the promoter
of CWE.

Victor F. Erickson, President, Chief Executive Officer and Director

Mr. Erickson is President, Chief Executive Officer and Director of CWE and provides his services to
CWE on a part-time basis. He has served CWE as a Director since June 8, 2004 and as Chief Executive
Officer since Dec 15, 2005, and will devote approximately 75% of his time to the affairs of CWE.

Mr. Erickson has not entered into a non-competition or non-disclosure agreement with CWE and is 60
years of age.

Michael Brickell, Director

Mr. Brickell is a Director of CWE and provides his services to CWE on a part time basis. He has served
CWE as a Director since August 26, 2004.

Mr. Brickell has not entered into a non-competition or non-disclosure agreement with CWE.

Larry D. Sorenson, Secretary and Chief Financial Officer

Mr. Sorenson is Secretary and the Chief Financial Officer of the Corporation and provides his services to
CWE on a part time basis. He has served CWE as an officer since December 15, 2005.

Mr. Sorenson has not entered into a non-competition or non-disclosure agreement with CWE.


                                                             II-4
                                                 Executive Compensation

         The following table discloses compensation paid to or awarded to CWE‟s Chief Executive
 Officer (the “Named Executive Officer”) for the first two completed financial years of CWE since its
 incorporation on June 8, 2004.

                                       Annual Compensation                Long-Term Compensation
                                                                               Awards              Payouts
                                                                       Securities Restricted
                                                          Other          Under     Shares or
                         Year                             Annual       Options/    Restricted
      Name and          Ended                            Compen-         SARs        Share           LTIP         All Other
      Principal        December     Salary     Bonus      sation        Granted      Units          Payouts     Compensation
       Position           31         ($)        ($)         $             (#)         ($)             ($)            ($)
Victor            F.     2004        Nil        Nil        Nil            Nil         Nil             Nil           Nil(1)
Erickson
President      and       2005         Nil       Nil       $60,000         Nil            Nil          Nil             Nil
CEO
(1)    Under the terms of the Amending Agreement dated June 8, 2005 between Resource Finance & Investment Ltd., Audet and
       Erickson, and CWE, Audet and Erickson may each charge CWE and the Resulting Issuer $5000 per month for administrative
       and general consulting services. When in the field Audet has in the past, and will in the future waive the management fee,
       and will bill CWE and the Resulting Issuer for professional services at a discount to market rates. However no formal
       agreement exists.

             Long-Term Incentive Plan Awards During the Most Recently Completed Financial Year

 CWE did not have any long-term incentive plans during the most recently completed financial year ended
 December 31, 2004.

                       Option/SAR Grants During the Most Recently Completed Financial Year

 There were no stock options granted to the Named Executive Officers, directors or officers of CWE
 during the most recently completed financial year ended December 31, 2005.

  Aggregated Options/SAR Exercises in Last Financial Year and Financial Year-End Option/SAR Values

 None of the Named Executive Officers, directors or officers of CWE exercised any options in respect of
 CWE‟s Common Shares during the most recently completed financial year ended December 31, 2005.

               Termination of Employment, Changes in Responsibility and Employment Contracts




                                                               II-5
While CWE has not entered into any management, employment or service contracts, it does pay a
monthly fee to Audet and Erickson. Under the terms of the Amending Agreement dated June 8, 2005
between Resource Finance & Investment Ltd., Audet and Erickson, and CWE, Audet and Erickson may
each charge CWE and the Resulting Issuer $5000 per month for administrative and general consulting
services. When in the field Audet has in the past, and has indicated he will waive the management fee,
and will bill CWE and the Resulting Issuer for professional services at a discount to market rates.
However no formal agreement exists.

                                       Compensation of Directors

The only arrangements CWE has pursuant to which directors are compensated by CWE for their services
in their capacity as directors, or for committee participation, involvement in special assignments or for
services as consultant or expert during the most recently completed financial year or subsequently, are by
the issuance of incentive stock options pursuant to the Corporation‟s Stock Option Plan.

To date, CWE has not granted any incentive stock options to its directors.

                                  Non Arm‟s Length Party Transactions

Since incorporation of Cadillac West Explorations Inc. (“CWE”), Resource Finance & Investment Ltd.
(“RFI”), the majority shareholder of CWE, advanced $700,000 to CWE. On June 15, 2005 this amount
was converted into common shares of CWE at $0.10 per share for a total of 7,000,000 shares. In addition,
1,400,000 share purchase warrants were granted as part of the consideration. Each share purchase
warrant can be exercised for $0.25 per share of CWE until November 30, 2008.

Andre Audet, P.Eng. and Victor Erickson, P.Eng. (“A&E”) staked 285 mineral claims in Rouyn,
Beauchastel and Dasserat Townships, Province of Quebec and, pursuant to the terms of a letter agreement
dated June 3, 2004 with RFI, agreed to assign a 100% interest in all such claims to CWE, subject to a
1.5% net smelter return royalty on production in excess of 100,000 oz. of gold from claims within an area
of interest. Further, A&E held two separate options to acquire a 50% undivided interest in two claim
groups, known as the Norcoeur Property and the Lac Fortune Property, aggregating 79 claims, all located
in the Beauchastel and Dasserat Townships, pursuant to the terms of a letter agreement dated April 30,
2004 made between themselves and Richmont Mines Inc., which they also agreed to assign to CWE. The
consideration payable for these interests to A&E consisted of 5,000,000 common shares of CWE. Of this
total, 2,000,000 shares have been placed into escrow, and their release or cancellation as to 1,000,000
shares each is wholly contingent upon the Company exercising or abandoning the options on the Lac
Fortune or the Norcoeur properties. The out-of-pocket costs incurred in acquiring those interests was
$21,831.

On October 31, 2005 CWE issued to RFI, the majority shareholder of CWE, 350,000 shares at $0.20 per
share in full satisfaction of $70,000 of debt incurred as management charges in 2004 and 2005, written
down from an initially billed $103,756.


                           Indebtedness of Directors and Executive Officers

         Other than routine indebtedness for travel and other expense advances, no existing or proposed
director, executive officer or senior officer of CWE or any associate of any of them, was indebted to
CWE as at December 31, 2005, or is currently indebted to CWE.




                                                   II-6
                                          Principal Shareholders

       To the knowledge of the directors and officers of CWE, as of the date of this Information Circular
no person beneficially owns or exercises control or direction over Common Shares carrying more than
10% of the votes attached to CWE‟s Common Shares except for the following:

                                               Number of Common
                                               Shares Beneficially    Percentage of
                                                Owned Directly or    Common Shares
                              Name                 Indirectly             Held
                     Victor F. Erickson            2,500,000             18.42%
                     Andre J. Audet                 2,500,000            18.42%
                     Resource Finance      &      7,350,000              54.14%
                     Investment Ltd.




                                            Legal Proceedings

       CWE is not a party to any pending legal proceedings nor is it aware of any contemplated legal
proceedings.

                                           Material Contracts

Except for contracts made in the ordinary course of business, the following are the only material contracts
entered into by CWE within two years prior to the date hereof which are currently in effect and
considered to be currently material:


    1. Letter Agreement dated April 30, 2004 between Richmont Mines Inc., Victor Erickson, and Andre
       Audet.

    2. Letter amendment dated November 22, 2004 between Richmont Mines Inc. and Cadillac West
       Explorations Inc.

    3. Letter Agreement dated June 3, 2004 between Resource Finance & Investment Ltd., Victor Erickson,
       and Andre Audet.

    4. Assignment by Victor Erickson and Andre Audet dated June 25, 2004.

    5. Amending Agreement dated June 8, 2005 between Resource Finance & Investment Inc., Victor
       Erickson, Andre Audet, and Cadillac West Explorations Inc.

    6. Net Smelter Return Royalty Agreement dated June 8, 2005 between Cadillac West Explorations Inc.,
       Victor Erickson, and Andre Audet.

    7. Letter amendment dated November 1, 2005 between Richmont Mines Inc. and Cadillac West
       Explorations Inc.

    8. Share Exchange Agreement dated January 31, 2006 between the Corporation and CWE.



                                                   II-7
A copy of any material contract and the Technical Report may be inspected during normal business hours
at Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, Canada.

       A copy of the foregoing agreements will be available for inspection at the office of Salley Bowes
Harwardt during normal business hours from the date hereof to the date of the Meeting.




                                                  II-8
SHEDULE III - FINANCIAL STATEMENTS OF ECLIPS INC.


                  ECLIPS INC.
             (FORMERLY WISPER INC.)

      CONSOLIDATED FINANCIAL STATEMENTS

              MAY 31, 2005 AND 2004




                      III-1
ECLIPS INC.
(FORMERLY WISPER INC.)
CONSOLIDATED BALANCE SHEETS
AS AT




                                        AUDITORS' REPORT



To the Directors of
ECLIPS INC.
(FORMERLY WISPER INC.)


We have audited the consolidated balance sheets of Eclips Inc. as at May 31, 2005 and 2004 and the
consolidated statements of operations and deficit and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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, 2005 and 2004 and the results of its operations and its
cash flows for the years then ended in accordance with Canadian generally accepted accounting
principles.



                                                   McGOVERN, HURLEY, CUNNINGHAM, LLP




                                                   Chartered Accountants

TORONTO, Canada
September 26, 2005, except
for Notes 4 and 10 which are

                  See accompanying notes to the consolidated financial statements.
ECLIPS INC.
(FORMERLY WISPER INC.)
CONSOLIDATED BALANCE SHEETS
AS AT
at February 27, 2006


                                                                     November 30,      May 31,         May 31,
                                                                         2005           2005            2004
                                                                          $              $                $
                                                                      (Unaudited)     (Audited)       (Audited)

                                                         ASSETS
CURRENT
   Cash                                                                     1,283            471        112,529
   Amounts receivable (Note 4)                                             13,111        126,862        173,754

                                                                           14,394        127,333        286,283

AMOUNTS RECEIVABLE (Note 4)                                               115,000            -              -

EQUIPMENT                                                                   8,789         11,717         10,389

SOFTWARE LICENCE RIGHTS                                                          1                1               1

                                                                          138,184        139,051        296,673


                                                       LIABILITIES
CURRENT
   Accounts payable and accrued liabilities (Note 6)                      500,936        363,791         63,030
   Unearned revenue                                                         9,016         45,081         34,595
   Advances from directors, unsecured, non-interest
      bearing, no fixed terms of repayment                                 30,000            -              -

                                                                          539,952        408,872         97,625

                                           CAPITAL STOCK AND DEFICIT

CAPITAL STOCK (Note 5(a))                                               8,978,540       8,978,540     8,978,540

CONTRIBUTED SURPLUS (Note 5(d))                                            46,020         46,020         22,777

SHARES TO BE ISSUED (Note 5(a)(ii))                                        20,000         20,000         20,000

DEFICIT                                                                 (9,446,328)    (9,314,381)    (8,822,269)

                                                                         (401,768)      (269,821)       199,048

                                                                          138,184        139,051        296,673

BASIS OF PRESENTATION AND GOING CONCERN (Note 1)


APPROVED ON BEHALF OF THE BOARD:


Signed “DAVID J. McCONOMY”          , Director


Signed “LEO GIRARD”                , Director
                       See accompanying notes to the consolidated financial statements.
ECLIPS INC.
(FORMERLY WISPER INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

                                                  Six Months Ended              Twelve Months Ended
                                                     November 30,                    May 31,
                                                   2005            2004          2005           2004
                                                     $              $             $              $
                                                (Unaudited)     (Unaudited)    (Audited)      (Audited)

REVENUE                                              83,609          74,095      128,518          19,518

EXPENSES
   General and administrative                      191,311         257,712       447,346         151,574
   Professional and consulting fees                 19,614          42,112        64,848         408,174
   Bad debts                                           -               -          44,000           -
   Selling and marketing                               507          11,305        39,650          66,018
   Stock-based compensation                            -               -          21,043          22,777
   Bank charges and interest                         1,194           1,603         3,310           2,246
   Debt settlement - WintraCom Corp.                   -               -             -           (31,331)
   Gain on settlement of debt (Note 8)                 -               -             -          (640,055)
   Amortization                                      2,930           2,583           433           1,495

                                                   215,556         315,315       620,630         (19,102)

   NET (LOSS) INCOME FOR THE PERIOD                (131,947)       (241,220)     (492,112)        38,620

DEFICIT, beginning of period                     (9,314,381)     (8,822,269)   (8,822,269)   (8,860,889)

DEFICIT, end of period                          (9,446.328)      (9,063,489)   (9,314,381)   (8,822,269)


(LOSS) INCOME PER SHARE - Basic and diluted        (0.01)          (0.01)       (0.02)          0.00

     WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES - Basic and diluted           22,794,835      22,794,035    22,794,835     10,159,552




                    See accompanying notes to the consolidated financial statements.
ECLIPS INC.
(FORMERLY WISPER INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        Six Months Ended             Twelve Months Ended
                                                           November 30,                   May 31,
                                                         2005           2004         2005           2004
                                                           $             $            $              $
                                                      (Unaudited)   (Unaudited)    (Audited)      (Audited)

 CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income for the period                        (131,947)     (241,220)     (492,112)        38,620
Adjustments for:
    Common shares for expenses                               -             -           -             112,675
    Amortization                                           2,930         2,583           433           1,495
    Stock-based compensation                                 -             -          23,243          22,777
    Debt settlement                                          -             -             -          (671,386)
                                                        (129,017)     (238,637)    (468,436)      (495,819)
Changes in non-cash working capital balances:
   (Increase) decrease in amounts receivables             (1,249)      (58,112)       46,892       (173,754)
   Increase in current liabilities                       101,078       186,590       311,247         74,186
                                                          99,829       128,478       358,139        (99,568)

    Cash flows from operating activities                 (29,188)     (110,159)     (110,297)      (595,387)

CASH FLOWS FROM FINANCING ACTIVITIES
   Advances from directors                                30,000           -               -
   Shares issued for cash                                    -             -               -        226,500
   Shares issued for acquisition of subsidiary               -             -               -        512,000
   Shares issue costs                                        -             -               -        (18,700)

    Cash flows from financing activities                  30,000           -               -        719,800

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of equipment                                     -           (1,762)       (1,761)      (11,884)

Increase (decrease) in cash                                  812      (111,921)     (112,058)       112,529

Cash, beginning of period                                    471       112,529       112,529            -

Cash, end of period                                        1,283           608             471      112,529


SUPPLEMENTAL INFORMATION
   Interest paid                                           1,194         1,603           3,310          -
   Income tax paid                                           -             -               -            -
   Shares issued for settlement of debt                      -             -               -        852,569
   Shares issued for acquisition of subsidiary               -             -               -              1




                      See accompanying notes to the consolidated financial statements.
ECLIPS INC.
(FORMERLY WISPER INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004
(Information as at November 30, 2005 and for the periods ended
November 30, 2005 and 2004 is unaudited)

1.     BASIS OF PRESENTATION AND GOING CONCERN

       Eclips Inc. (the “Company”) has significant cumulative losses from operations since inception. The Company‟s
       ability to meet its obligations in the ordinary course of business is dependent upon its ability to achieve profitable
       operations or raise additional financing through public or private equity financings, or other sources of financing to
       fund operations. However, there is no assurance that the Company will achieve profitable operations or that it will
       be able to raise adequate financing from other sources. Management believes that it will be able to finance the
       business of the Company on a continuing basis.

       These consolidated financial statements have been prepared on a going concern basis in accordance with Canadian
       generally accepted accounting principles. The going concern basis of presentation assumes that the Company will
       continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and
       commitments in the normal course of business.

       If the going concern assumption were not appropriate for these consolidated financial statements, adjustments would
       be necessary to the carrying values of assets and liabilities, the reported revenues and expenses, and the balance
       sheet classifications used.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       The accounting policies of the Company are in accordance with Canadian generally accepted accounting principles.
       Outlined below are those policies considered particularly significant.

       Principles of Consolidation:
            The consolidated financial statements include, after the elimination of inter-company transactions and
            balances, the accounts of all the companies in which the Company has a controlling interest as follows:
                          2035148 Ontario Inc.
                          wintraCom Corp.

            Operations for the twelve months ended May 31, 2004 include a gain on settlement of debt of Wisper
            Networks Inc., which entered into bankruptcy proceedings in 2004 and continues in that state (Note 8).

       Equipment and Amortization:
           Equipment is stated at acquisition cost. Amortization is provided on the diminishing balance basis at the
           following annual rates:

                         Furniture and fixtures                                                           20%
                         Computer                                                                         30%




                                                                                                              Continued…
ECLIPS INC.
(FORMERLY WISPER INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004
(Information as at November 30, 2005 and for the periods ended
November 30, 2005 and 2004 is unaudited)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                                                     Earnings (Loss) Per Share:
            Basic earnings (loss) per share is calculated using the weighted average number of shares outstanding. Diluted
            earnings (loss) per share is calculated using the treasury stock method. In order to determine diluted earnings
            (loss) per share, the treasury stock method assumes that any proceeds from the exercise of dilutive stock
            options and warrants would be used to repurchase common shares at the average market price during the
            period, with the incremental number of shares being included in the denominator of the diluted earnings (loss)
            per share calculation. The diluted earnings (loss) per share calculation excludes any potential conversion of
            options and warrants that would increase earnings per share or decrease loss per share.

                                                        Use of Estimates:
            The preparation of 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 the
            reported amounts of revenues and expenses during the reporting period. Estimates made by the Company
            include factors affecting valuations of stock-based compensation, warrants and brokers‟ warrants. Actual
            results could differ from those estimates. Management believes that the estimates are reasonable.

       Revenue Recognition:
           Revenue from software sales is recognized at the time of delivery to customers.

            Revenue from maintenance and service contracts is recognized over the terms of the related contracts.
            Payments received in advance from maintenance services are deferred and recognized as revenue over the
            periods specified in the related agreements.

       Income Taxes:
           The Company accounts for and measures future tax assets and liabilities in accordance with the asset and
           liability method. Under this method, future tax assets and liabilities are recognized for future tax consequences
           attributable to differences between the financial statement carrying amounts of existing assets and liabilities
           and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively
           enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
           expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is
           recognized in income in the period that includes the date of enactment or substantive enactment of the change.
           When the future realization of income tax assets does not meet the test of being more likely than not to occur, a
           valuation allowance in the amount of potential future benefit is taken and no net asset is recognized.

       Foreign Currency Translation:
            Transactions denominated in foreign currencies are translated into Canadian dollars at exchange rates in effect
            on the date of the transactions. Monetary assets and liabilities are translated into Canadian dollars at year-end
            exchange rates. Translation gains and losses are included in operations.




                                                                                                             Continued…
ECLIPS INC.
(FORMERLY WISPER INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004
(Information as at November 30, 2005 and for the periods ended
November 30, 2005 and 2004 is unaudited)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       Stock-based Compensation Plan:
            Effective June 1, 2002, the Company adopted the recommendations of the Canadian Institute of Chartered
            Accountants (“CICA”) Handbook Section 3870, Stock-based Compensation and other Stock-based Payments.
            This Section defines recognition, measurement and disclosure standards for stock-based compensation to non-
            employees and employees. Under these new standards, all stock-based payments made to non-employees must
            be systematically accounted for in the Company‟s consolidated financial statements. These standards define a
            fair value-based method of accounting and encourage entities to adopt this method of accounting for its stock-
            based employee compensation plans. Under this method, compensation costs should be measured at the grant
            date based on the fair value of the award and should be recognized over the related service period. An entity
            that does not adopt the fair value method of accounting for its awards granted to employee is required to
            include in its financial statements pro forma disclosures of net earnings and earnings per share as if the fair
            value method of accounting had been applied.

            Effective July 1, 2003, the Company adopted the revisions to CICA Handbook Section 3870, which require a
            fair value based method of accounting to be applied to all stock-based compensation arrangements. The fair
            value of each option is accounted for in operations, over the vesting period of the options, and the related
            credit is included in contributed surplus.


3.     ACQUISITION OF SUBSIDIARY

       During 2004, the Company acquired 100% of the outstanding shares of 2035148 Ontario Inc., the holder of a 25-
       year master licence to certain internet search software in Canada, developed for applications in the travel, tourism
       and hospitality industries, for total consideration of 9,041,522 common shares, 1,620,000 Series A special warrants
       and 3,500,000 Series B special warrants. Each Series A warrant entitles the holder to acquire one common share at
       a price of $0.10 per share for a period of two years. Each Series B warrant entitles the holder to purchase one
       common share at a price of $0.20 per share for a period of two years. The acquisition has been accounted for using
       the purchase method of accounting.

       The fair value of the net assets acquired is as follows:
                                                                                         Cost
                                                                                          $
             Cash                                                                       512,000
             Software licence rights                                                          1

             Total consideration                                                        512,001

       Subsequent to the acquisition, the Company reimbursed the vendor a total of $104,376 for certain general and
       administrative and selling and marketing expenses. The expenses were incurred in the normal course of operations
       and were measured at the exchange amount.


4.     AMOUNTS RECEIVABLE

       Pursuant to a Termination Agreement dated October 31, 2005 between the Company and Agent Shopper Inc.
       (“ASI”), the Company has agreed to return all rights previously acquired from ASI and settle all amounts owing
       between the companies for total net consideration of $115,000. The receivable is due in quarterly instalments
       consisting of not less than 10% of the gross sales of by ASI in each calendar quarter. The outstanding receivable
       will bear interest at 5% per annum commencing October 1, 2007. Included in amounts receivable at May 31, 2005
       was        $123,553         (May       31,       2004       -      $171,579)        owing        from       ASI).


                                                                                                           Continued…
ECLIPS INC.
(FORMERLY WISPER INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004
(Information as at November 30, 2005 and for the periods ended
November 30, 2005 and 2004 is unaudited)

5.     CAPITAL STOCK

       (a)   Capital Stock
             Authorized
                 Unlimited number of common shares
                 Unlimited number of first and second preference shares,
                     terms and conditions to be determined by the Board
                     of directors upon issuance
             Issued
                 22,794,835 Common shares

             Transactions during the years are as follows:                                Shares                Amount
                                                                                             #                     $
                 Balance, May 31, 2003                                                   36,333,613            7,406,169
                 Share consolidation                                                    (32,378,175)                 -
                                                                                          3,955,438            7,406,169
                 Shares issued in settlement of debt (i)                                  7,512,845              852,570
                 Shares issued for cash                                                   2,265,000              226,500
                 Shares issued for acquisition of subsidiary (Note 3)                     9,061,552              512,001
                 Share issue costs                                                              -                (18,700)
                 Balance, May 31, 2004, May 31, 2005 and
                     November 30, 2005                                                   22,794,835            8,978,540

             (i) Included in shares issued in settlement of debt in 2004 is 3,000,000 common shares and 1,500,000 Series
                 C warrants issued in settlement of approximately $257,000 of bank debt of its subsidiary, Wisper
                 Networks Inc. (Note 9) and approximately $43,000 of additional expenses incurred by certain officers and
                 directors. Each Series C warrant entitles the holder to purchase one common share at a price of $0.10 per
                 share for a period of one year and at a price of $0.20 per share during the second year after which they
                 expire. The Company also issued 1,675,250 common shares to a former director and officer as settlement
                 of $185,050 of debt. Represents 133,333 shares that are to be issued in settlement.
             (ii) During 2004 a debt was settled for 133,333 common shares valued at $20,000. As at May 31, 2005, the
                  shares had not been issued.

       (b)   Stock Options
             The board of directors has approved a stock option plan for directors, employees and consultants to assist the
             Company in its efforts to attract, retain and motivate service providers by providing them with the opportunity
             to acquire an increased proprietary interest in the Company.

             There are a total of 300,000 common shares reserved for issuance upon the exercise of options pursuant to this
             plan. The maximum number of common shares reserved for issuance to any one participant and in total upon
             the exercise of options is not to exceed 5% and 10% of the total number of common shares outstanding
             immediately prior to such an issuance, respectively. The options are non-transferable and may be granted for a
             term not exceeding five years. The exercise price per common share is determined by the board of directors
             and will not be less than the closing price of the common shares on the last trading day preceding the date on
             which the grant of the option is approved. The exercise price per share must be at least $0.10.

             As at November 30, 2005, the following stock options were outstanding:
                         Number of Options                         Exercise Price                Expiry Date
                                                                         $
                             300,000                                  0.15                       May 28, 2009


                                                                                                            Continued…
ECLIPS INC.
(FORMERLY WISPER INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004
(Information as at November 30, 2005 and for the periods ended
November 30, 2005 and 2004 is unaudited)

5.     CAPITAL STOCK (Continued)

       (b)   Stock Options (Continued)
             The stock options vest as to 1/3 immediately and 1/3 on each of the next two anniversary dates. The fair value
             of each option granted was determined using the Black-Scholes option pricing model and the following
             weighted average assumptions:

                   Risk-free interest rate                                                         4%
                   Expected life                                                                   5 years
                   Expected volatility in the market price of the shares                           100%
                   Expected dividend yield                                                         0%

             Stock option activity for the periods ended November 30, 2005, May 31, 2005 and May 31, 2004 is
             summarized as follows:
                                                                          Number of       Weighted Average
                                                                       Common Shares        Exercise Price
                                                                              #                   $
                   Balance, May 31, 2003                                          -               -
                   Granted                                                    750,000           0.15
                   Balance, May 31, 2004                                      750,000           0.15
                   Cancelled                                                 (450,000)          0.15
                   Balance, May 31, 2005 and November 30, 2005                300,000           0.15

       (c)   Warrants
             As at November 30, 2005, the following common share purchase warrants were outstanding:
                                                                          Stock Warrants         Weighted Average
                    Date of Expiry                                            Granted              Exercise Price
                                                                                 #                       $
                    April 23, 2006                                              2,265,000              0.20
                    February 27, 2006                                           3,500,000              0.20
                    February 27, 2006                                           1,620,000              0.10
                    February 27, 2006                                           1,500,000              0.20
                    February 27, 2006                                             750,000              0.20
                    February 27, 2006                                             750,000              0.20
                                                                               10,385,000              0.18

             Warrant activity for the periods ended November 30, 2005, May 31, 2005 and May 31, 2004 is summarized as
             follows:

                                                                                                     Weighted Average
                                                                                Warrants              Exercise Price
                                                                                    #                       $
                   Balance, May 31, 2003                                               -                     -
                   Granted                                                      10,385,000                 0.18
                   Balance, May 31, 2004, May 31, 2005 and
                       November 30, 2005                                        10,385,000                   0.18




                                                                                                             Continued…
ECLIPS INC.
(FORMERLY WISPER INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004
(Information as at November 30, 2005 and for the periods ended
November 30, 2005 and 2004 is unaudited)

5.     CAPITAL STOCK (Continued)

       (d)   Contributed Surplus
             Contributed surplus activity for the periods ended November 30, 2005, May 31, 2005 and May 31, 2004 is
             summarized as follows:
                                                                                                         $
                  Balance, May 31, 2003                                                                     -
                  Stock-based non-employee compensation                                                  22,777

                   Balance, May 31, 2004                                                                        22,777
                   Stock-based non-employee compensation                                                        21,043
                   Stock options to be issued (i) and (ii)                                                       2,200
                   Balance, May 31, 2005 and November 30, 2005                                                  46,020

                  (i) During the year, stock options were earned by consultants as part of their commission. There       are
                  approximately 20,000 options that are to be issued to these consultants.

                  (ii) During the year, the Company agreed to grant approximately 228,000 stock options to a
                       director and officer. As at November 30, 2005, these options had not yet been granted.

6.     RELATED PARTY TRANSACTIONS

       Transactions with related parties have occurred in the normal course of operations and were measured at the
       exchange amount, which is the amount of consideration established and agreed to by the related parties.

       During the six-month period and November 30, 2005, consulting fees of $53,825 (2004 - $27,600; year ended May
       31, 2005 - $145,000; 2004 - $96,000) were paid to current and former directors/officers of the Company or
       corporations controlled by these individuals. Included in accounts payable and accrued liabilities is $165,255 (May
       31, 2005 - $90,000; May 31, 2004 - $2,782) owing to two corporations each of which are controlled by a director
       and $123,650 (May 31, 2005 - $101,000; May 31, 2004 - $2,400) owing to five directors.

7.     INCOME TAXES

       (a)   Provision for income taxes
             Major items causing the Company‟s income tax rate to differ from the combined federal and provincial
             statutory rate of approximately 36% (2004 - 37%) are as follows:

                                                           November 30,      November 30,        May 31,         May 31,
                                                              2005              2004               2005           2004
                                                                 $                $                 $               $
             (Loss) income before taxes:                       (83,609)          (74,095)         (492,112)        38,620

             Expected income tax (benefit)
                expense based on statutory rate:                (30,099)          (26,674)        (177,160)          14,289
             Adjustment to (benefit) expense
                resulting from:
                Amortization                                        -                 -                156            553
                Stock-based compensation                            -                 -              8,367          8,427
                Gain on settlement of debt                          -                 -                -         (248,413)
                Current year valuation allowance                 30,099            26,674          168,637        225,144
                                                                    -                 -                -              -



                                                                                                           Continued…
ECLIPS INC.
(FORMERLY WISPER INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004
(Information as at November 30, 2005 and for the periods ended
November 30, 2005 and 2004 is unaudited)

7.     INCOME TAXES (Continued)

       (b)   Future tax balances
             The tax effects of temporary differences that give rise to significant portions of future tax assets and future tax
             liabilities are as follows:
                                                                      November 30,           May 31,              May 31,
                                                                            2005               2005                 2004
                                                                             $                   $                   $
                    Future tax assets
                         Non-capital losses carried forward                 982,400             971,600             904,300
                         Equipment                                               100                 100                 600
                    Valuation allowance                                    (982,500)           (971,700)           (904,900)
                                                                                -                   -                   -

             The Company has approximately $2,729,000 of non-capital losses in Canada which may be used under to
             reduce taxable income of future years. The losses expire as follows:
                                                                                      $
                        2006                                                        210,000
                        2007                                                        282,000
                        2008                                                        342,000
                        2009                                                        444,000
                        2010                                                        297,000
                        2014                                                        632,000
                        2015                                                        492,000
                        2016                                                         30,000
                                                                                  2,729,000


8.     GAIN ON SETTLEMENT OF DEBT

       During the prior year, a subsidiary company, Wisper Networks Inc., entered into bankruptcy proceedings. As a
       result, all obligations were settled resulting in a gain of $640,055. The gain was calculated based on the total
       liabilities recorded and presented on the May 31, 2003 financial statements.


9.     FINANCIAL INSTRUMENTS

       Fair Values:
             Canadian generally accepted accounting principles require that the Company disclose information about the
             fair value of its financial assets and liabilities. Fair value estimates are made at the balance sheet date based
             on relevant market information and information about the financial instrument. These estimates are
             subjective in nature and involve uncertainties in significant matters of judgement and therefore cannot be
             determined with precision. Changes in assumptions could significantly affect these estimates.

             The carrying amounts for amounts receivable and accounts payable and accrued liabilities on the balance
             sheet approximate fair value because of the limited term of these instruments. The carrying values of long-
             term amounts receivable and advances from directors cannot reasonably be determined as there is no
             comparable market data for these instruments.




                                                                                                                Continued...
ECLIPS INC.
(FORMERLY WISPER INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2005 AND 2004
(Information as at November 30, 2005 and for the periods ended
November 30, 2005 and 2004 is unaudited)

9.     FINANCIAL INSTRUMENTS (Continued)

       Concentration of Credit Risk:
            Financial instruments that potentially subject the Company to concentrations of credit risk consist
            primarily of cash and amounts receivable. Cash consist of deposits with major financial institutions.
            With respect to amounts receivable, the Company performs periodic credit evaluations of the
            financial condition of its customers and typically does not require collateral from them.
            Management assesses the need for allowances for potential credit losses by considering the credit
            risk of specific customers, historical trends and other information. Approximately 97% of the
            amounts receivable balance at May 31, 2005 is due from the vendor of the software licence acquired
            in the prior year (Note 4). No other single party accounts for a significant balance of amounts
            receivable.


10.    SUBSEQUENT EVENTS

       (a)   On January 31, 2006, the Company entered into a Share Exchange Agreement whereby the
             Company will acquire 100% of the outstanding shares of Cadillac West Exploration Inc. (“CWE”).
             The transaction is subject to completion of due diligence and receipt of applicable regulatory and
             shareholder approvals and will be recorded as a reverse take-over transaction.

(b)    On February 27, 2006, 8,120,000 warrants described in Note 5(c) expired unexercised.
                                   CONSENT OF THE AUDITORS




We have read the Management Information Circular of Eclips Inc. (the “Corporation”) dated April 13,
2006 relating to the proposed consolidation of the Corporation and Cadillac West Explorations Inc.
(“CWE”). We have complied with Canadian generally accepted standards for an auditor‟s involvement
with offering documents.

We consent to the use in the above-mentioned Management Information Circular our report to the
shareholders of the Corporation on the balance sheets of the Corporation as at May 31, 2005 and 2004
and the statements of operations and deficit and cash flows for each of the years then ended. Our report is
dated September 26, 2005 (except for notes 4 and 10 which are as of February 27, 2006).

We also consent to the inclusion in the above-mentioned Management Information Circular of our
compilation report dated March 28, 2006 to the directors of the Corporation accompanying the unaudited
pro forma balance sheet of the Corporation as at December 31, 2005.


                                                        McGOVERN, HURLEY, CUNNINGHAM, LLP




                                                        Chartered Accountants


Toronto, Ontario
March 28, 2006
SCHEDULE IV - PRO FORMA FINANCIAL STATEMENTS

                    Eclips Inc.
         Pro Forma Consolidated Balance Sheet
                    (Unaudited)

               as at December 31, 2005




                        IV-1
                                                    ECLIPS INC.

                               PRO FORMA CONSOLIDATED BALANCE SHEET

                                                 DECEMBER 31, 2005


                                                    UNAUDITED


INDEX                                                                 PAGE

Compilation Report                                                       1

Unaudited Pro Forma Consolidated Balance Sheet                           2

Notes to the Unaudited Pro Forma Consolidated Balance Sheet            3-4




                                                       IV-2
                                                                                                                         Page 1

                                       COMPILATION REPORT ON THE UNAUDITED

                                     PRO FORMA CONSOLIDATED BALANCE SHEET

To the Directors of
Eclips Inc.

We have read the accompanying unaudited pro forma consolidated balance sheet as at December 31, 2005 of Eclips Inc. and
have performed the following procedures:

    1.   Compared the figures in the columns captioned “Eclips Inc.” to the unaudited interim consolidated financial
                                                        statements of Eclips Inc. as at November 30, 2005 and for the
                                                        six months then ended, and found them to be in agreement.

    2.   Compared the figures in the columns captioned “Cadillac West Explorations Inc. (“CWE”) to the audited financial
                                                          statements of CWE as at December 31, 2005 and for the year
                                                          then ended, and found them to be in agreement.

    3.   Made enquiries of certain officials of the Company who have responsibility for financial and accounting matters about:

              the basis for determination of the pro forma adjustments; and

              whether the unaudited pro forma consolidated balance sheet complies as to form in all material respects with the
              published requirements and regulations of the Toronto Stock Exchange and the Securities Act of Ontario.

         The officials:

         a)   described to us the basis for determination of the pro forma adjustments; and

         b)   stated the unaudited pro forma consolidated balance sheet complies as to form in all material respects with the
              published requirements and regulations of the Toronto Stock Exchange and the Securities Act of Ontario.

    4.   Read the notes to the unaudited pro forma consolidated balance sheet, and found them to be consistent with the
                                                           basis described to us for determination of the pro forma
                                                           adjustments.

    5.   Recalculated the application of the pro forma adjustments to the aggregate of the amounts in the columns captioned
                                                              “Eclips Inc.” and “Cadillac West Explorations Inc.” as at
                                                              November 30, 2005 and December 31, 2005, respectively, and
                                                              found the amounts in the column captioned “Unaudited Pro
                                                              forma Consolidated” to be arithmetically correct.

A pro forma financial statement is based on management assumptions and adjustments which are inherently subjective. The
foregoing procedures are substantially less than either an audit or a review, the objective of which is the expression of
assurance with respect to management’s assumptions, the pro forma adjustments, and the application of the adjustments to
the historical financial information. Accordingly, we express no such assurance. The foregoing procedures would not
necessarily reveal matters of significance to the pro forma consolidated balance sheet, and we therefore make no
representation about the sufficiency of the procedures for the purposes of a reader of such statement.


                                                           McGOVERN, HURLEY, CUNNINGHAM, LLP




                                                           Chartered Accountants
TORONTO, Ontario
March 28, 2006
ECLIPS INC.                                                                                                        Page 2
PRO FORMA CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2005
                                                                     Cadillac West
                                                      Eclips Inc.   Explorations Inc.
                                                    November 30,     December 31,
                                                        2005             2005             Adjustments         Pro Forma
                                                     (Unaudited)       (Audited)            (Note 3)         Consolidated
                                                           $                $                  $                  $

                                                         ASSETS
CURRENT ASSETS
   Cash and cash equivalents                              1,283            26,863        2,500,000 (v)        2,178,146
                                                                                          (350,000) (vi)
    Amounts receivable and other assets                  13,111               234              -                 13,345

                                                         14,394            27,097        2,150,000            2,191,491

AMOUNT RECEIVABLE                                       115,000               -                 -               115,000

                  EQUIPMENT                               8,789             1,606               -                10,395

EXPLORATION ADVANCES                                        -             200,000               -               200,000

EXPLORATION PROPERTIES                                      -             547,239               -               547,239

        SOFTWARE LICENSE RIGHTS                                 1             -                 -                       1

                                                        138,184           775,942        2,150,000             3,064,126



                                                      LIABILITIES
CURRENT LIABILITIES
   Accounts payable and accrued liabilities             500,936             8,000          (115,474) (iii)       60,659
                                                                                           (332,803) (ii)
    Unearned revenue                                      9,016              -                  -                 9,016
    Due to related parties                               30,000             6,500               -                36,500
                                                        539,952            14,500          (448,277)            106,175
         DUE TO RELATED PARTIES                             -             120,000               -               120,000

                                                        539,952           134,500          (448,277)            226,175


                                               SHAREHOLDERS’ EQUITY

CAPITAL STOCK                                         8,978,540           911,831        (8,978,540) (i)      3,394,634
                                                                                            332,803 (ii)
                                                                                           (220,000) (iv)
                                                                                            220,000 (iv)
                                                                                          2,500,000 (v)
                                                                                           (350,000) (vi)

CONTRIBUTED SURPLUS                                      46,020               -             (46,020) (i)            -

SHARES TO BE ISSUED                                      20,000               -             (20,000) (i)            -

                    DEFICIT                          (9,446,328)         (270,389)       9,044,560 (i)          (556,683)
                                                                                           115,474 (iii)

                                                       (401,768)          641,442        2,598,277             2,837,951

                                                        138,184           775,942        2,150,000             3,064,126




                              Unaudited; Refer to the Compilation Report dated March 28, 2006
ECLIPS INC.                                                                                                                   Page 3
                NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005

1.       BASIS OF PRESENTATION

          The accompanying unaudited pro forma consolidated balance sheet of Eclips Inc. (“Eclips”) has been prepared by management in
accordance with Canadian generally accepted accounting principles. The unaudited pro forma consolidated balance sheet as at December
31, 2005 have been prepared from information derived from the unaudited November 30, 2005 financial statements of Eclips., and the
audited December 31, 2005 consolidated financial statements of Cadillac West Explorations Inc. (“CWE”) together with other information
available to the corporations. In the opinion of management of Eclips. and CWE, this unaudited pro forma consolidated balance sheet
include all adjustments necessary for fair presentation of the proposed transactions described below.

         The unaudited pro forma consolidated balance sheet should be read in conjunction with the unaudited financial
         statements of Eclips as at November 30, 2005, and the audited financial statements of CWE as at December 31,
         2005 contained elsewhere in the Management Information Circular. This unaudited pro forma consolidated balance
         sheet is not necessarily indicative of the financial position, which would have resulted had the proposed transaction
         been effected on the dates indicated.

         The substance of the proposed transaction results in CWE becoming a listed public entity. As a result of the
         transaction and application of Canadian generally accepted accounting principles, future financial statements will
         present a continuation of CWE’s business.


2.       PRO FORMA ASSUMPTIONS

         The unaudited pro forma consolidated balance sheet gives effect to the following assumptions as if they had occurred
         on December 31, 2005.

         (i)      The business combination as described in Note 4 receives all required approvals.
         (ii)     Dispose of Agent Shopper license.
         (iii)    Consolidate existing outstanding shares of Eclips on the basis of one post reorganization share for every 8
                  common shares of Eclips now held.
         (iv)     Eclips’ issuance of 14,664,084 post reorganization common shares from treasury to CWE’s shareholders in
                  exchange for 100% of the issued and outstanding shares of the capital stock of CWE.
         (v)      Issuance of a total of 250,000 post reorganization common shares to ten parties including four parties that are
                  directors of Eclips or who are companies controlled by directors of Eclips for the settlement of debt of
                  $332,803.
         (vi)     Issuance of a total of 550,000 post reorganizations common shares for fees related to the purchase
                  transaction and reorganization transactions.
         (vii)    Forgiveness of debt in the amount of $115,474 by two directors of Eclips.
         (viii)   A private placement of 5,000,000 post reorganization Eclips’ shares for $2,500,000.
         (ix)     The private placement is a condition of closing the transaction, out-of-pocket transaction costs of
                  approximately $350,000.


3.       PRO FORMA ADJUSTMENTS

         The unaudited pro forma consolidated balance sheet includes the following adjustments:

         (i)      To reflect the issuance of 14,664,084 post reorganization common shares for 100% of the issued and
                  outstanding shares of capital stock of CWE. As described in Note 4, this transaction will be accounted for as
                  an acquisition of Eclips’ net assets by CWE. Accordingly, the issuance of shares will be recorded by
                  eliminating Eclips’ share capital and deficit, resulting in a net charge to pro forma deficit of $383,482.

         (ii)     To reflect the issuance of a total of 250,000 post reorganization common shares for the settlement of debt of
                  $332,803.

         (iii)    To reflect the forgiveness of debt of $115,474.

         (iv)     To reflect the issuance of 550,000 post reorganization common shares for fees valued at $220,000.

         (v)      To reflect the issuance of 5,000,000 post reorganization common shares for gross proceeds of $2,500,000.

         (vi)     To reflect estimated transaction costs of approximately $350,000.


                                                                                                                        Continued…
                                Unaudited; Refer to the Compilation Report dated March 28, 2006
ECLIPS INC.                                                                                                                          Page 1
            NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005

4.       ACQUISITION

         CWE and Eclips have entered into a share exchange agreement on January 31, 2006. Pursuant to the
         terms of the agreement, and subject to completion of satisfactory due diligence and receipt of applicable
         regulatory and shareholder approvals, Eclips intends to acquire 100% of the outstanding shares of the
         capital stock in exchange for 14,664,084 post reorganization common shares. Eclips will change its name to
         “Cadillac Mining Corporation”.

          In accordance with CICA EIC-10, the substance of the transaction is a capital transaction and will be accounted for as a
reverse takeover ("RTO"), since CWE was identified as the acquirer. As Eclips did not meet the definition of a business for
accounting purposes, this RTO did not constitute a business combination but a capital transaction in substance. The comparative
figures that will be presented in the consolidated financial statements after the RTO will be those of CWE except with regard to
share capital, which will be that of Eclips.

           Based on the unaudited November 30, 2005 balance sheet of Eclips, the net liabilities at estimated fair market value
that will be combined with CWE is as follows:

                Cash                                                                            $   1,283
                Amounts receivable                                                                146,397
                Current liabilities                                                              (539,952)

                Net liabilities assumed                                                         $(392,272)

           Related transaction costs, in excess of cash acquired of $1,283, amounting to $98,717, will be recorded as an expense
in the period the transaction closes.
                           SCHEDULE V – 2006 STOCK OPTION PLAN

                                     Cadillac Mining Corporation

                                        STOCK OPTION PLAN


        The board of directors of Eclips Inc. (the "Corporation") wishes to establish a stock option plan
(the "Plan") governing the issuance of stock options (the "Stock Options") to directors, officers and
employees of the Corporation or subsidiaries of the Corporation and persons or corporations who provide
services to the Corporation or its subsidiaries on an on-going basis, or have provided or are expected to
provide a service or services of considerable value to the Corporation or its subsidiaries. Capitalized
terms, not otherwise defined herein, have the meanings ascribed thereto in the TSX Venture Exchange
Corporate Finance Manual.

        The terms and conditions of the Plan for the issuance of Stock Options are as follows:

1.              Purposes

        The principal purposes of the Plan are:

        (a)     to retain and attract qualified directors, officers, employees and service providers which
                the Corporation and its subsidiaries require;

        (b)     to promote a proprietary interest in the Corporation and its subsidiaries;

        (c)     to provide an incentive element in compensation; and

        (d)     to promote the profitability of the Corporation and its subsidiaries.

2.      Reservation of Shares

        Subject to Section 10 of the Plan, the number of common shares in the capital of the Corporation
(the "Common Shares") reserved from time to time for issuance to Eligible Optionees (as hereinafter
defined) pursuant to Stock Options granted under the Plan shall not exceed 10% of the aggregate number
of Common Shares outstanding from time to time.

3.      Eligibility

        Stock Options shall be granted only to persons, firms or corporations ("Eligible Optionees") who
are Directors, Employees or Consultants of the Corporation or a subsidiary of the Corporation. Where the
Eligible Optionee is an Employee, Consultant or Management Company Employee, the board of directors
of the Corporation (the "Board") shall confirm that the Eligible Optionee is a bona fide Employee,
Consultant or Management Company Employee, as the case may be, of the Corporation or a subsidiary of
the Corporation prior to any grant of Stock Options.


                                                  V-1
        Stock Options may also be granted to a corporation which is wholly-owned by an Eligible
Optionee if the corporation agrees not to effect or permit any transfer of ownership or option of shares of
the corporation, nor to issue further shares of any class in the corporation, to any other individual or entity
as long as any Stock Options granted to the corporation remain outstanding, without the prior written
consent of the TSX Venture Exchange. Unless the context otherwise requires, the term Eligible Optionee
as used herein shall include any such corporation.

4.      Granting of Stock Options

        The Board may from time to time grant Stock Options to Eligible Optionees. At the time a Stock
Option is granted, the Board shall determine the number of Common Shares of the Corporation available
for purchase under the Stock Option, the date when the Stock Option is to become effective and, subject
to the other provisions of the Plan, all other terms and conditions of the Stock Option. An Eligible
Optionee may hold more than one Stock Option at any time, however:

        (a)      at no time shall the number of Common Shares reserved for issuance pursuant to Stock
                 Options granted to any one Eligible Optionee exceed 5% of the outstanding Common
                 Shares;

        (b)      no one Eligible Optionee may be granted, in any 12 month period, Stock Options to
                 purchase a number of Common Shares equal to more than 5% of the outstanding
                 Common Shares;

        (c)      no one Consultant may be granted, in any 12 month period, Stock Options to purchase a
                 number of Common Shares equal to more than 2% of the outstanding Common Shares;
                 or

        (d)      persons employed to provide Investor Relations Activities may not be granted, in the
                 aggregate in any 12 month period, Stock Options to purchase a number of Common
                 Shares equal to more than 2% of the outstanding Common Shares.

        Any Stock Options granted to a corporation referred to in Section 3 hereof shall be included in
the calculation of the Stock Options held by an Eligible Optionee.

5.      Exercise Price

         The exercise price (the "Exercise Price") of each Stock Option shall be determined in the
discretion of the Board at the time of the granting of the Stock Option, provided that the exercise price
shall not be lower than the "Market Price". "Market Price" shall mean the last closing price of the
Common Shares on the TSX Venture Exchange prior to the date the Stock Option is granted; provided
that in the event the Common Shares are not listed on the TSX Venture Exchange but are listed on
another stock exchange or stock exchanges, the foregoing reference to the TSX Venture Exchange shall
be deemed to be a reference to such other stock exchange, or if more than one, to such one as shall be
designated by the Board, and to the extent that the Common Shares are not listed on any exchange, the
Market Price shall be such price as is determined by the Board in good faith.

6.      Term and Exercise Periods

        (a)      All Stock Options shall be for a term determined in the discretion of the Board at the time
                 of the granting of the Stock Options, provided that no Stock Option shall have a term


                                                   V-2
               exceeding five years or be subject to vesting provisions and, unless the Board at any time
               makes a specific determination otherwise, a Stock Option and all rights to purchase
               Common Shares pursuant thereto shall expire and terminate immediately upon the
               Eligible Optionee who holds such Stock Option ceasing to be at least one of a Director,
               Employee or Consultant of the Corporation or a subsidiary of the Corporation.

       (b)     the Board may, at the time of the granting of the Stock Option, determine:

               (i)     that a Stock Option is exercisable only while the Eligible Optionee remains at
                       least one of a Director, Employee or Consultant and for a limited period of time
                       ("Additional Period") after the Eligible Optionee ceases to be at least one of a
                       Director, Employee or Consultant (which Additional Period may not exceed 90
                       days or, in the case of an Eligible Optionee engaged in Investor Relations
                       Activities, 30 days);

               (ii)    that a Stock Option can be exercisable for an Additional Period or for its
                       remaining term (which Additional Period or remaining term may not exceed one
                       year) after the death of an Eligible Optionee; or

               (iii)   that, subject to the approval of the TSX Venture Exchange, a Stock Option may
                       provide for early exercise and/or termination or other adjustment in the event of a
                       death of a person and in other circumstances, such as if the Corporation shall
                       resolve to sell all or substantially all of its assets, to liquidate or dissolve, or to
                       merge, amalgamate, consolidate or be absorbed with or into any other
                       corporation, if a take-over bid is made for the outstanding Common Shares, or if
                       any change of control of the Corporation occurs.

7.     Non-Assignability

        Other than a limited right of assignment, subject to the terms upon which the Stock Option is
granted, in the event of the death of an Eligible Optionee to allow the exercise of Stock Options by the
Eligible Optionee's legal representative, Stock Options granted hereunder shall not be assignable or
transferable.

8.     Payment of Exercise Price

       All Common Shares issued pursuant to the exercise of a Stock Option shall be paid for in full in
Canadian funds at the time of exercise of the Stock Option and prior to the issue of the shares. All
Common Shares issued in accordance with the foregoing shall be issued as fully paid and non-assessable
Common Shares.

9.     Non-Exercise

        If any Stock Option is not exercised for any reason whatsoever, upon the expiry of such Stock
Option pursuant to the terms of its grant or the terms hereof, the shares reserved and authorized for
issuance pursuant to such Stock Option shall revert to the Plan and shall be available for other Stock
Options. Notwithstanding the foregoing, at no time shall there be outstanding under the Plan Stock
Options exceeding, in the aggregate, the number of Common Shares reserved for issuance pursuant to
Stock Options under the Plan.




                                                 V-3
10.     Adjustment in Certain Circumstances

        In the event:

        (a)     of any change in the Common Shares through subdivision, consolidation, reclassification,
                amalgamation, merger or otherwise; or

        (b)     of any stock dividend to holders of Common Shares (other than such stock dividends
                issued at the option of shareholders of the Corporation in lieu of substantially equivalent
                cash dividends); or

        (c)     that any rights are granted to holders of Common Shares to purchase Common Shares at
                prices substantially below fair market value; or

        (d)     that as a result of any recapitalization, merger, consolidation or otherwise the Common
                Shares are converted into or exchangeable for any other shares;

then in any such case the Board may make such adjustment in the Plan and in the Stock Options granted
under the Plan as the Board may in its sole discretion deem appropriate to prevent substantial dilution or
enlargement of the rights granted to, or available for, holders of Stock Options, and such adjustments may
be included in the Stock Options.

11.     Expenses

        All expenses in connection with the Plan shall be borne by the Corporation.

12.     Compliance with Laws

         The Corporation shall not be obliged to issue any shares upon exercise of Stock Options if the
issue would violate any law or regulation or any rule of any governmental authority or stock exchange.
The Corporation shall not be required to issue, register or qualify for resale any shares issuable upon
exercise of Stock Options pursuant to the provisions of a Information Circular or similar document,
provided that the Corporation shall notify the TSX Venture Exchange or any other stock exchange on
which the shares of the Corporation are listed and any other appropriate regulatory bodies in Canada of
the existence of the Plan and the issuance and exercise of Stock Options.

        In addition to any resale restrictions that may be applicable under applicable securities laws, all
Stock Options and any shares issued on the exercise of Stock Options shall be legended with a four month
hold period from the date the Stock Options are granted, as required by the rules of the TSX Venture
Exchange.

13.    Disinterested Shareholder Approval

        Disinterested shareholder approval shall be obtained by the Corporation prior to any reduction in
the Exercise Price if the Eligible Optionee is an Insider of the Corporation at the time of a proposed
reduction in the Exercise Price.

14.     Form of Stock Option Agreement

        All Stock Options shall be issued by the Corporation in a form which meets the general
requirements and conditions set forth in the Plan and the requirements of the TSX Venture Exchange or


                                                 V-4
such other exchange on which the shares of the Corporation are listed from time to time.

15.     Amendments and Termination of Plan

        The Corporation shall retain the right to amend from time to time or to terminate the terms and
conditions of the Plan by resolution of the Board. Any amendments shall be subject to the prior consent
of any applicable regulatory bodies, including any stock exchange on which the Corporation's shares are
listed. Amendments and termination shall take effect only with respect to Stock Options issued
thereafter, provided that they may apply to any Stock Options previously issued with the mutual consent
of the Corporation and the Eligible Optionees holding such Stock Options.

16.     Delegation of Administration of the Plan

        Subject to the Business Corporations Act (Ontario) or any other legislation governing the
Corporation, the Board may delegate to one or more directors of the Corporation, on such terms as it
considers appropriate, all or any part of the powers, duties and functions relating to the granting of Stock
Options and the administration of the Plan.

17.     Applicable Law

        This Plan shall be governed by and construed in accordance with the laws in force in the Province
of Ontario.

18.     Stock Exchange

         To the extent applicable, the issuance of any Common Shares pursuant to Stock Options granted
under the Plan is subject to approval of the Plan and the grant of the Stock Options by the TSX Venture
Exchange or such other stock exchange upon which the Common Shares are listed, and the Plan shall be
subject to the ongoing requirements of such exchange.




                                                 V-5
SCHEDULE VI – FINANCIAL STATEMENTS OF CADILLAC WEST EXPLORATIONS INC.




                               VI-1
CADILLAC WEST EXPLORATIONS INC.
      (An Exploration Stage Company)
             Vancouver, BC
       FINANCIAL STATEMENTS
         for the periods ended
         DECEMBER 31, 2005
                  and
         DECEMBER 31, 2004
AUDITORS’ REPORT


To the Shareholders of Cadillac West Explorations Inc.:

We have audited the balance sheets of Cadillac West Explorations Inc. (An Exploration Stage Company)
(the “Company”) as at December 31, 2005 and 2004 and the statements of operations and deficit and cash
flows for the periods 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 financial statements present fairly, in all material respects, the financial position of
the Company as at December 31, 2005 and 2004 and the results of its operations and its cash flows for the
periods then ended in accordance with Canadian generally accepted accounting principles.



“Staley, Okada & Partners”


Vancouver, B.C.                                                                      STALEY, OKADA & PARTNERS
January 23, 2006                                                                      CHARTERED ACCOUNTANTS
                    CADILLAC WEST EXPLORATIONS INC.
                                   (An Exploration Stage Company)
                                                                                             Exhibit 1
                                       BALANCE SHEETS

                                                                  December 31,           December 31,
                                                                         2005                   2004

                         ASSETS
                          Current
    Cash and cash equivalents                                $          26,863       $          3,954
    Accounts receivable                                                    234                  1,591
                                                                        27,097                  5,545

Computer Equipment (Note 5)                                              1,606                      -
Exploration Advances (Note 6)                                          200,000                      -
Resource Property Costs (Note 6)                                       547,239                407,349

                                                             $         775,942       $        412,894

                       LIABILITIES
Current
   Accounts payable and accrued liabilities                  $           8,000       $         12,491
   Due to related parties (Note 9)                                       6,500                 10,680
                                                                        14,500                 23,171
Due to Related Parties (Note 9)                                        120,000                      -
Due to Resource Finance & Investment Ltd. (Note 7)                           -                381,739
                                                                       134,500                404,910


              SHAREHOLDERS’ EQUITY

Share Capital (Note 8)                                                 911,831                 21,831
Deficit – Exhibit 2                                                   (270,389)               (13,847)
                                                                       641,442                  7,984
                                                             $         775,942       $        412,894

Approved on Behalf of the Board:

(signed) Victor Erickson                                   (signed) Philip Garratt
Director                                                   Director




                                     - See Accompanying Notes -
                   CADILLAC WEST EXPLORATIONS INC.
                                (An Exploration Stage Company)
                                                                                     Exhibit 2
                     STATEMENTS OF OPERATIONS AND DEFICIT

                                                                Year Ended       Period Ended
                                                               December 31,      December 31,
                                                                      2005               2004

                 Administrative Expenses
   Accounting and audit fees                             $           14,636 $           4,000
   Amortization                                                         229                 -
   Legal fees                                                        49,784             1,988
   Management and consulting fees                                   257,619                 -
   Meals                                                                 88             1,021
   Office and sundry                                                    795               971
   Travel                                                             2,788             5,926
                Loss Before the Following                           325,939            13,906
           Gain on forgiveness of debt (Note 9b)                     68,756                 -
                      Interest income                                   641                59
                   Loss for the Period                             (256,542)          (13,847)

              Deficit, Beginning Of Period                          (13,847)                -
                 Deficit, End of Period                  $         (270,389) $        (13,847)


            Basic and Diluted Loss Per Share             $            (0.05) $         (6,924)


Weighted Average Number of Common Shares Outstanding              5,675,891                2




                                  - See Accompanying Notes -
                  CADILLAC WEST EXPLORATIONS INC.
                                (An Exploration Stage Company)
                                                                                         Exhibit 3
                             STATEMENTS OF CASH FLOWS

                                                                 Year Ended         Period Ended
                                                                December 31,        December 31,
                                                                       2005                 2004
          Cash Flows From Operating Activities
   Net loss for the period                                  $       (256,542)   $        (13,847)
   Items not involving an outlay of cash:
      Amortization                                                       229                   -
      Gain on forgiveness of debt                                    (68,756)                  -
      Management fees satisfied by issuance of shares                 70,000                   -
      Management fees satisfied by forgiveness of debt                68,756                   -
                                                                    (186,313)            (13,847)
   Change in non-cash working capital balances:
     Accounts receivable                                               1,357              (1,591)
     Accounts payable and accrued liabilities                         (4,491)             12,491
     Due to related parties                                          115,820              10,680
                                                                     (73,627)              7,733
Cash Flows from Investing Activities
     Resource property costs                                        (139,890)           (385,518)
     Exploration advances                                           (200,000)                  -
     Computer equipment                                               (1,835)                  -
                                                                    (341,725)           (385,518)
Cash Flows from Financing Activities
     Advances from Resource Finance & Investment Ltd.                318,261             381,739
     Issuance of shares                                              120,000                   -
                                                                     438,261             381,739
        Net Increase in Cash and Cash Equivalents                     22,909               3,954
 Cash and Cash Equivalents Position – Beginning of period              3,954                   -
Cash and Cash Equivalents Position – End of Period          $         26,863    $          3,954

    Supplemental Disclosure of Cash Flow Information
Cash paid for:
      Interest                                              $              -    $              -
      Income taxes                                          $              -    $              -

Supplemental Schedule of Non-Cash Investing and
Financing Activities
Shares issued for property                                 $               -    $         21,831
Shares issued for management fees                          $          70,000    $              -
Shares issued for debt                                     $         700,000    $              -
                                  - See Accompanying Notes -
                      CADILLAC WEST EXPLORATIONS INC.
                                    (An Exploration Stage Company)

                              NOTES TO FINANCIAL STATEMENTS

                              December 31, 2005 and December 31, 2004



1. Incorporation / Nature of Business

   Cadillac West Explorations Inc. ("CWE") (the "Company") was incorporated under the Business
   Corporations Act (British Columbia) on June 8, 2004.

   The Company's main business is acquiring and exploring mineral properties principally located in the
   Province of Quebec, Canada, with the objective of identifying mineralized deposits economically
   worthy of subsequent development, mining or sale.

2. Continued Operations

   These financial statements have been prepared on the basis of accounting principles applicable to a
   going concern, which assumes that the Company will continue in operation for the foreseeable future
   and will be able to realize its assets and discharge its liabilities in the normal course of operations.
   The Company has incurred operating losses since inception, has limited financial resources, no source
   of operating cash flow, and no assurances that sufficient funding, including adequate financing, will
   be available to conduct further exploration and development of its mineral property projects.

   The Company's ability to continue as a going concern is dependent upon its ability to obtain the
   financing necessary to complete its mineral projects by issuance of share capital or through joint
   ventures, and to realize future profitable production or proceeds from the disposition of its mineral
   interests.

   These financial statements do not reflect adjustments that would be necessary if the going concern
   assumption were not appropriate because management believes that the actions taken or planned
   (Note 11) will mitigate the adverse conditions and events that raise doubt about the validity of the
   going concern assumption used in preparing these financial statements. If the going concern
   assumption were not appropriate for these financial statements, then adjustments would be necessary
   in the carrying values of assets, liabilities, the reported income and expenses and the balance sheet
   classifications used.

3. Significant Accounting Policies

   a) Amortization

       Amortization is being provided for at the following rate:

               Computer hardware         - 30% declining balance

       In the year of acquisition rates for amortization are at one-half the annual rate.
                      CADILLAC WEST EXPLORATIONS INC.
                                    (An Exploration Stage Company)

                             NOTES TO FINANCIAL STATEMENTS

                             December 31, 2005 and December 31, 2004



3. Significant Accounting Policies - (continued)

   b) Asset Retirement Obligations

       This policy requires recognition of a legal liability for obligations relating to retirement of
       property, plant, and equipment, and arising from the acquisition, construction, development, or
       normal operation of those assets. Such asset retirement costs must be recognized at fair value,
       when a reasonable estimate of fair value can be estimated, in the period in which it is incurred,
       added to the carrying value of the asset, and amortized into income on a systematic basis over its
       useful life.

   c) Cash and Cash Equivalents

       For purposes of reporting cash flows, the Company considers cash and cash equivalents to
       include amounts held in banks and highly liquid investments with maturities at point of purchase
       of 90 days or less. The Company places its cash with institutes of high credit worthiness.

   d) Earnings (Loss) per Share

       Basic earnings (loss) per share is computed by dividing income available to common
       shareholders by the weighted average number of common shares outstanding during the year.
       The computation of diluted earnings per share assumes the conversion, exercise or contingent
       issuance of securities only when such conversion, exercise or issuance would have a dilutive
       effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted
       earnings per share by application of the "if converted" method. The dilutive effect of outstanding
       options and warrants and their equivalents is reflected in diluted earnings per share by application
       of the treasury stock method.

   e) Flow-Through Shares

       The Company accounts for flow-through shares using the recommendations of the Emerging
       Issues Committee EIC-146. Canadian Income Tax Legislation permits an enterprise to issue
       securities referred to as flow-through shares, whereby the investor can claim the tax deductions
       arising from the renunciation of the related resource expenditures. When resource expenditures
       are renounced to the investors and the Company has reasonable assurance that the expenditures
       will be completed, future income tax liabilities are recognized (renounced expenditures multiplied
       by the effective tax rate) thereby reducing share capital.

       If the Company has sufficient unused tax losses and deductions (“losses”) to offset all or part of
       the future income tax liabilities and no future income tax assets have been previously recognized
       on such losses, a portion of such unrecognized losses (losses multiplied by the effective corporate
       tax rate) is recorded as income up to the amount of the future income tax liability that was
       previously recognized on the renounced expenditures.
                      CADILLAC WEST EXPLORATIONS INC.
                                    (An Exploration Stage Company)

                              NOTES TO FINANCIAL STATEMENTS

                             December 31, 2005 and December 31, 2004



3. Significant Accounting Policies - (continued)

   f) Income Taxes

       Income taxes are accounted for using the asset and liability method. Future taxes are recognized
       for the tax consequences of "temporary differences" by applying enacted or substantively enacted
       statutory tax rates applicable to future years to differences between the financial statement
       carrying amounts and tax basis of existing assets and liabilities. The effect on future taxes for a
       change in tax rates is recognized in income in the period that includes the date of enactment or
       substantive enactment. In addition, the method requires the recognition of future tax benefits to
       the extent that realization of such benefits is more likely than not.

   g) Management's Estimates

       The preparation of 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 disclosure of contingent assets and liabilities at the
       dates of the financial statements and the reported amounts of revenues and expenses during the
       reported periods. Actual results could differ from those estimates.

   h) Mineral Exploration Tax Credits ("METC") and Refundable Mining Duties (“RMD”)

       The Company recognizes METC amounts when the Company's METC application is approved
       by Canada Revenue Agency and Revenu Quebec auditors or when the amount to be received can
       be reasonably estimated and collection is reasonably assured.

       The Company recognizes RMD amounts when the Company's RMD application is approved by
       Ministere des Ressources Naturelles or when the amount to be received can be reasonably
       estimated and collection is reasonably assured
                        CADILLAC WEST EXPLORATIONS INC.
                                      (An Exploration Stage Company)

                                NOTES TO FINANCIAL STATEMENTS

                               December 31, 2005 and December 31, 2004



3. Significant Accounting Policies - (continued)

   i)   Mineral Properties

        The Company is in the process of exploring its mineral properties and has not yet determined
        whether these properties contain mineral resources that are economically recoverable.
        Mineral exploration and development costs are capitalized on an individual prospect basis until
        such time as an economic ore body is defined or the prospect is abandoned. Costs for a producing
        prospect are amortized on a unit-of-production method based on the estimated life of the ore
        reserves, while costs for the prospects abandoned are written off.

        The recoverability of the amounts capitalized for the undeveloped mineral properties is dependent
        upon the determination of economically recoverable ore reserves, confirmation of the Company's
        interest in the underlying mineral claims, the ability to farm out its resource properties, the ability
        to obtain the necessary financing to complete their development and future profitable production
        or proceeds from the disposition thereof.

        Title to mineral properties involves certain inherent risks due to the difficulties of determining the
        validity of certain claims as well as the potential for problems arising from the frequently
        ambiguous conveyance history characteristic of many mineral properties. The Company has
        investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its
        properties are in good standing.

        The Company does not accrue the estimated costs of maintaining its mineral interest in good
        standing.

   j)   Property Option Agreements

        From time to time, the Company may acquire or dispose of properties pursuant to the terms of
        option agreements. Due to the fact that options are exercisable entirely at the discretion of the
        optionee, the amounts payable or receivable are not recorded. Option payments are recorded as
        resource property costs or recoveries when the payments are made or received.
                       CADILLAC WEST EXPLORATIONS INC.
                                     (An Exploration Stage Company)

                              NOTES TO FINANCIAL STATEMENTS

                              December 31, 2005 and December 31, 2004



3. Significant Accounting Policies - (continued)

   k) Share Capital

        i)   The proceeds from the exercise of stock options, warrants and escrow shares are recorded as
             share capital in the amount for which the option, warrant or escrow share enabled the holder
             to purchase a share in the Company.

        ii) Share capital issued to third parties for non-monetary consideration is recorded at an amount
            based on fair market value.

   l)   Stock-Based Compensation

        All stock-based awards made to employees and non-employees are measured and recognized
        using a fair value based method.

        There is no stock-based compensation expense for the current period.

4. Fair Value of Financial Instruments

   The Company's financial instruments consist of cash and cash equivalents, accounts receivable,
   accounts payable and amounts due to related parties. Unless otherwise noted, it is management's
   opinion that the Company is not exposed to significant interest, currency or credit risks arising from
   the financial instruments. The fair value of these financial instruments approximates their carrying
   value due to their short-term maturity or capacity of prompt liquidation.

5. Computer Equipment

                                                         Accumulated               Net               Net
                                          Cost           Amortization             2005              2004
     Computer equipment          $       1,835     $             229    $        1,606    $             -
                       CADILLAC WEST EXPLORATIONS INC.
                                   (An Exploration Stage Company)

                              NOTES TO FINANCIAL STATEMENTS

                              December 31, 2005 and December 31, 2004



6. Resource Properties

                                                                            Staked in
                                         Lac Fortune       Norcoeur          Quebec            Total
   Acquisition Costs

    Acquisition                      $            -    $            -   $    11,649     $     11,649
    Board and lodging                             -                 -         1,494            1,494
    Materials and supplies                        -                 -         3,676            3,676
    Transportation                                -                 -         5,748            5,748
   Balance – December 31, 2004                    -                 -        22,567           22,567
    Staking fees                                  -                 -           611             611
   Balance – December 31, 2005                    -                 -        23,178          23,178

   Exploration Expenditures

    Consulting fees                               -                 -        25,680          25,680
    Filing fees                                   -                 -        17,650          17,650
    Geochemical and geophysical
     survey                                      -               -          341,452         341,452
   Balance – December 31, 2004                   -               -          384,782         384,782
    Assaying and analysis                    4,987           6,047                -          11,034
    Consulting                              23,329          36,957           13,948          74,234
    Drilling                                84,339          76,265                -         160,604
    Filing fees                                239               -               46             285
    Geochemical surveys                      5,726               -            1,208           6,934
    Geological                               8,612          12,439                -          21,051
                                           127,232         131,708          399,984         658,924
    Less: Mineral Exploration Tax
          Credits                                -               -          (134,863)       (134,863)
                                           127,232         131,708           265,121         524,061

   Balance – December 31, 2005       $     127,232     $   131,708      $   288,299     $   547,239
                      CADILLAC WEST EXPLORATIONS INC.
                                   (An Exploration Stage Company.)

                             NOTES TO FINANCIAL STATEMENTS

                             December 31, 2005 and December 31, 2004



6. Resource Properties (continued)

   Richmont Agreement

   Per agreement dated April 30, 2004 and amended November 1, 2005 between Richmont Mines Inc.
   and Andre Audet and Victor Erickson ("A&E"), related parties to the Company, A&E or its assignee
   ("the Optionee") may earn 50% interests in the Norcoeur and Lac Fortune Properties.

   In order to earn 50% interests in the Norcoeur and Lac Fortune Properties, the Optionee shall
   complete the following exploration expenditures:

                                                                        Lac Fortune              Norcoeur
   On or before November 22, 2006                                  $        300,000     $         400,000
   On or before November 22, 2007                                           500,000               800,000
   On or before November 22, 2008                                           700,000             1,000,000
                                                                   $      1,500,000     $       2,200,000

   The Optionee must incur minimum expenditures of $500,000 on either property by May 22, 2006
   with the following terms:
          $200,000 is held on deposit with a third party;
          Exploration expenditures will be withdrawn from the balance on deposit; and
          Any balance remaining on deposit at May 22, 2006 will belong to Richmont Mines Inc.
   Once the 50% interest is earned a joint venture will be formed subject to standard dilution clauses.

   Assignment Agreement

   Per agreement dated June 3, 2004 and subsequently amended on June 8, 2005 ("Assignment
   Agreement"), A&E assigned to the Company its interests in the Richmont Agreement and certain
   claims in the region.
   For consideration during the year ended December 31, 2004, the Company has issued to A&E
   5,000,000 common shares. Of the total amount of common shares issued, 2,000,000 have been
   placed into escrow.
   Should the option on the Lac Fortune or the Norcoeur properties not be earned by the Company,
   1,000,000 of these shares will be returned to treasury for each property.
   Since A&E is a related party, the cost of the acquisition has been recorded at A&E's underlying cost,
   that being $21,831.
   By agreement dated October 31, 2005, A&E will retain a maximum of 1.5% net smelter return
   royalty on production in excess of 100,000 ounces of gold, from properties assigned to or optioned to
   the Company by A&E.
                     CADILLAC WEST EXPLORATIONS INC.
                                      (An Exploration Stage Company)

                             NOTES TO FINANCIAL STATEMENTS

                             December 31, 2005 and December 31, 2004



7. Long-Term Debt

   During the prior period, Resource Finance & Investment Ltd. (“RFI”), the majority shareholder of the
   Company, advanced $381,739 to the Company. During the current period, a further $318,261 was
   advanced. The outstanding balance of $700,000 in total was converted into 7,000,000 common
   shares of the Company. In addition, 1,400,000 share purchase warrants were granted as part of the
   consideration. Each share purchase warrant can be exercised for $0.25 per share of the Company
   until November 30, 2008

8. Share Capital

                                                                           Number               Amount
    Authorized:
        Unlimited common shares without par value
    Issued and fully paid:
        For cash                                                                  2   $                -
    Issued and fully paid:
        For property (Note 6ii)                                          5,000,000               21,831
    Balance – December 31, 2004                                          5,000,002               21,831
        Cancelled                                                               (2)                   -
    Issued and fully paid:
        For cash (special warrants)                                       600,000              120,000
        Conversion of debt                                              7,350,000              770,000
    Balance – December 31, 2005                                        12,950,000     $        911,831

   a) On August 21, 2004, the Company issued its incorporator one common share without par value at
      an issue price of $0.01. The Company repurchased the Incorporator's share for the same price and
      subsequently cancelled the share.

   b) On August 21, 2004, the Company issued two common shares without par value to its two
      directors at an issue price of $0.00001 per share, which were subsequently cancelled on June 15,
      2005.

   c) During the year, the Company completed a private placement comprising of 600,000 special
      warrants which were issued at $0.20 per special warrant.
      Each special warrant converts to one flow through common share. The special warrants will
      automatically convert, at no further cost, at the earliest of (i) twelve months from the date of
      issuance of the special warrants; or (ii) the fifth business day after a final receipt is issued by
      applicable securities in respect of a Prospectus qualifying the conversion.
                       CADILLAC WEST EXPLORATIONS INC.
                                      (An Exploration Stage Company)

                               NOTES TO FINANCIAL STATEMENTS

                               December 31, 2005 and December 31, 2004



8. Share Capital (continued)

   d) Since incorporation of the Company, Resource Finance & Investment Ltd., the majority
      shareholder of the Company, advanced $700,000 to the Company. During the current year, this
      amount was converted into common shares of the Company at $0.10 per share for a total of
      7,000,000 shares.

   e) On October 31, 2005 the Company issued to Resource Finance & Investment Ltd., the majority
      shareholder of the Company, 350,000 shares at $0.20 per share in full satisfaction of $70,000 of
      debt.

   f) The Company does not have any options or share purchase warrants outstanding at year-end.

9. Related Party Transactions and Balances

   Except as disclosed elsewhere in these financial statements, related party transactions and balances
   are as follows:

   (a) On June 8, 2005, the Company entered into an agreement with three major shareholders of the Company,
       one of which is also a director and officer of the Company, to provide management services for a fee of
       $5,000 for each shareholder per month. On October 31, 2005 the Company has terminated this agreement
       with one of the shareholder. Two other shareholders, one of which is also a director and officer of the
       Company, will continue to receive $5,000 per month each until such time as the board of directors and the
       two shareholders agree to change the terms of the agreement.

                  During the year, three major shareholders earned management fees of $257,619 (2004 - $nil), of
       which $120,000 is still owing to two of the shareholders, one of which is a directors and officer of the
       Company. These amounts were incurred in the ordinary course of business, are non-interest bearing and
       unsecured. The shareholders have agreed that payment will not be demanded in the coming year; therefore
       it is classified as long-term.

   (b) During the year, three majority shareholders have forgiven $68,756 of debt owing to them.
   (c) During the year, an officer of the Company earned accounting fees of $6,500 (2004 - $nil), of which $6,500
       is still owing. This amount was incurred in the ordinary course of business and is non-interest bearing,
       unsecured and due on demand.
   (d) During the period, a major shareholder earned consulting fees of $37,358 (2004 - $25,680), of which $nil
       (2004 - $10,680) is still owing as at December 31, 2005. This amount was incurred in the ordinary course
       of business and is non-interest bearing, unsecured and due on demand.
                      CADILLAC WEST EXPLORATIONS INC.
                                    (An Exploration Stage Company)

                             NOTES TO FINANCIAL STATEMENTS

                             December 31, 2005 and December 31, 2004



10. Income Taxes

   The Company has incurred certain resource related expenditures of approximately $524,000, which
   may be carried forward indefinitely and used to reduce prescribed taxable income in future years.

   The Company has incurred non-capital losses for income tax purposes of approximately $269,000.
   They may be carried forward and used to reduce taxable income of future years. These losses will
   expire as follows:
         2014                                                                $         13,000
         2015                                                                         256,000
                                                                             $        269,000

   The potential future tax benefits of these expenditures and income tax losses have not been
   recognized in the accounts of the Company.

11. Subsequent Events

   The Company is currently negotiating an exchange of shares with Eclips Inc. (Eclips), a public
   company listed on the TSX Venture Exchange. Per agreement dated November 28, 2005, Eclips will
   purchase 100% of the Company‟s issued and outstanding shares, with consideration being sufficient
   common shares of Eclips to provide the Company with an 80% equity position. Concurrent with the
   acquisition, Eclips will issue up to 5,000,000 in satisfaction of its debts and as a finders‟ fees.
   Following the acquisition, the Company is expected to complete an equity financing of approximately
   $2,000,000 and share consolidation. The closing of the acquisition is contingent upon:

   (a)      satisfactory completion of due diligence by both parties,
   (b)      obtaining regulatory and shareholder approvals, and
   (c)      reduction of the Company‟s liability to related parties down to a maximum of $100,000

   This transaction will be accounted for as a reverse takeover.

12. Comparative Amounts

Comparative amounts for the period ended December 31, 2004 have been reclassified to conform to the
presentation adopted in the current period.
                                           AUDITOR’S CONSENT



We have read the Management Information Circular of Eclips Inc. ("Eclips") dated April 13, 2006 relating to the
proposed arrangement involving Eclips and Cadillac West Explorations Inc. ("the Company"). We have complied
with Canadian generally accepted standards for an auditor‟s involvement with offering documents.


We consent to the use in the above-mentioned Management Information Circular of our report to the shareholders of
the Company on the balance sheets of the Company as at December 31, 2005 and 2004 and the statements of
operations and deficit and cash flows for the periods then ended. Our report is dated January 23, 2006.




                                          “Staley, Okada & Partners”

Vancouver, B.C.                                                                          STALEY, OKADA & PARTNERS
April 5, 2006                                                                             CHARTERED ACCOUNTANTS
                          APPROVAL AND CERTIFICATE OF ECLIPS INC.

         The contents, mailing and delivery of this Information Circular have been approved by the Board
of directors of the Corporation.

        Personal Information” means any information about an identifiable individual, and includes
information contained in any Items in the attached Information Circular that are analogous to Items 4.2,
11, 13.1, 16, 18.2, 19.2, 24, 25, 27, 32.3, 33, 34, 35, 36, 37, 38, 39, 41 and 42 of [this Form], as
applicable.

        The undersigned hereby acknowledges and agrees that it has obtained the express written consent
of each individual to:

            (a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in
                Appendix 6B) pursuant to [this Form]; and
            (b) the collection, use and disclosure of Personal Information by the Exchange for the
                purposes described in Appendix 6B or as otherwise identified by the Exchange, from
                time to time.



        The foregoing and Schedules I, II, III, IV, V and VI attached hereto constitute full, true and plain
disclosure of all material facts relating to the securities of Eclips Inc. assuming completion of the
Purchase Transaction and the Reorganization Transactions.


DATED at Toronto, Ontario, as of April 13, 2006.


(signed)                                                  (signed)

David W. Childs                                           David McConomy
Chief Executive Officer                                   Chief Financial Officer

                                  On behalf of the Board of Directors


(signed)                                                  (signed)

Cyril Ing                                                 David McLaughlin
Director                                                  Director


                                 (signed)

                                 Leo Girard
                                 Director
       APPROVAL AND CERTIFICATE OF CADILLAC WEST EXPLORATIONS INC.

        The foregoing as it relates to Cadillac West Explorations Inc. constitutes full, true and plain
disclosure of all material facts relating to the securities of Cadillac West Explorations Inc.

DATED at Toronto, Ontario, as of April 13, 2006.


(signed)                                               (signed)

Victor F. Ericson                                      Larry D. Sorenson
Chief Executive Officer                                Chief Financial Officer

                                 On behalf of the Board of Directors


(signed)                                               (signed)

Michael Brickell                                       Phillip Garratt
Director                                               Director

				
DOCUMENT INFO