Blue Power Corporation - Management’s Discussion and Analysis

Third Quarter ended February 28, 2006

This management discussion and analysis (“MD&A”) of results of operations and financial
condition of Blue Power Energy Corporation (“Blue Power” or “the Company”) describes the
operating and unaudited financial results of the Company for the three months ended February
28, 2006 (“Third Quarter 2006”). The MD&A should be read in conjunction with Blue Power’s
audited financial statements and related notes for fiscal 2005, 2004 and 2003. The Company
prepares and files its financial statements in accordance with Canadian generally accepted
accounting principles.

Forward-looking Statements
This MD&A contains forward-looking statements that are based on the Company’s expectations,
estimates and projections regarding its business and the economic environment in which it
operates. These statements are not guarantees of future performance and involve risks and
uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may
differ materially from those expressed in these forward-looking statements and readers should
not place undue reliance on such statements. Statements speak only as of the date on which
they are made.

Date of MD&A
This MD&A was prepared on April 17, 2006.

Overall Performance
Blue Power has no operating assets. The Corporation sold its oil and gas property interest in
2000, and will be actively seeking opportunities in the mineral resource business and will be
seeking to obtain equity financing to fund the Company's reactivation and new business
strategy.

On November 1, 2005, Blue Power settled all of its outstanding liabilities, amounting to
$171,119, through issuance of 28,519,855 common shares, issued to the following arm’s length
creditors:

• Elen Enterprises Inc. which is beneficially owned by Viva Laurine Brewster

• Nominex Ltd., which is beneficially owned by Neil and Fabiola Novak,
• Kalwea Financial Corp, of Oberrieden, Switzerland, beneficially owned by Christopher,
Jonathan,
• Timothy and Eric Quint,
• Allan Ringler Services Inc. of Toronto, beneficially owned by Allan Ringler,
• George Duguay Services Inc. of Toronto, beneficially owned by George Duguay,
• Jim Voisin of Toronto,
• Peter Miller of Sunningdale, England.

Following this transaction, the Board of Directors of Blue Power accepted the resignation of
Lawrence Harding and approved the appointment of Jim Voisin, Neil Novak and Maurice Stekel.
Gordon Wilton and Gerald Iscove will continue as Directors. Jim Voisin and Gordon Wilton were
appointed as President and Secretary, respectively. The new management of the Corporation
will be actively seeking opportunities in the mineral resource business and equity financing to
fund Blue Power’s reactivation and new business strategy.

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Subsequent Event
On March 16, 2006, the Company entered into an agreement to purchase all of the issued and
outstanding shares of Chilly-Bin Inc. ("Chilly-Bin"), a private Ontario corporation, which holds as
its main asset the New Alger Property located in Cadillac Township, Quebec. The property is
also known as the Thompson Cadillac Mine property, and is situated in the Doyon-Bousquet-
LaRonde mining camp on the Cadillac Break.

In consideration of this acquisition the Company shall deliver to the shareholders of Chilly-Bin a
total of 25,000,000 shares in the capital of the Company. This transaction is considered a
related party transaction for which the approval of shareholders is being sought.

Results of Operations
The Corporation has been inactive for the past several years. The future of the Corporation is
dependent upon its ability to obtain sufficient funds to pay its expenses and liabilities. Blue
Power is pursuing a business opportunity to allow it to obtain new financing and/or create
potential liquidity for shareholders. In the meantime, management intends to obtain the
necessary financing from related or external parties to fulfill its requirements as a reporting
issuer.

On December 30, 2005, the Company completed a private placement financing under which it
issued 8,475,000 flow-through units of the Company at a price of $0.02 per Unit for aggregate
gross proceeds of $169,500. Each Unit is composed of one common share in the capital of the
Company issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) and one-
third of a warrant. Each warrant entitles the holder thereof to acquire one common share of the
Company at a price of $0.03 per warrant until December 30, 2006.

Pursuant to the above-noted financing, the Company renounced $169,500 for Canadian income
tax purposes. The renunciation created a future income tax recovery of approximately $61,020
and was allocated as a cost of issuing the flow-through shares.

The future of the Company is dependent upon its ability to obtain sufficient funds to pay its
expenses and liabilities. Blue Power intends to identify an opportunity to reactive its affairs and
permit the company to obtain new financing and create potential liquidity for shareholders. In the
meantime, management intends to obtain the necessary financing from related or external
parties to fulfill its requirements as a reporting issuer.

Summary of Quarterly Results

The following tables set out financial performance highlights for the past eight quarters.

Third Second First Fourth

Quarter Quarter Quarter Quarter
Feb. 28, Nov. 30, Aug. 30, May 31,
2006 2005 2005 2005
Interest and other income $0 $0 $0 $ 2,446
Expenses 17,717 18,119 13,753 21,889
Future Income Tax Recovery 61,020 0 0 0
Net income (loss) 43,303 (18,119) (13,753) (19,443)
Net income (loss) per share 0.00 (0.00) (0.00) (0.00)
Cash flows from (used in) operating activities (12,914) 9,460 (2,915) 6,465

Cash and cash equivalents, end of period 152,663 94 74 2,989

Assets 161,570 3,021 1,649 4,040
Long-term liabilities 0 0 0 0
Dividends 0 0 0 0

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 Third Second First Fourth
Quarter Quarter Quarter Quarter
Feb.28, Nov.30, Aug.30, May 31,
2005 2004 2004 2004
Interest and other income $0 $0 $0 $ 1,257
Expenses 17,318 14,331 10,688 81,274
Net income (loss) (17,318) (14,331) (10,688) (80,017)
Net income (loss) per share (0.00) (0.00) (0.00) (0.02)
Cash flows from (used in) operating activities (4,978) 4,915 (328) (14)

Cash and cash equivalents, end of period 6 4,984 69 397

Assets 1,385 5,092 4,054 4,932
Long-term liabilities 0 0 0 0
Dividends 0 0 0 0

Nine Months Ended February 28, 2006.

In the first nine months of fiscal 2006, Blue Power reported a net loss due to nil revenue and
expenses related primarily to accounting, shareholder relations, management and professional
fees. The Company’s assets and cash position improved during the latest nine-month period as
a result of financing activities during the third quarter.

Nine Nine
Months to Months to
Feb. 28, Feb. 28,
2006 2005
Interest and other income $0 $0
Expenses 49,589 42,337
Future Income Tax Recovery 61,020 0
Net income (loss) 11,431 (42,337)
Net income (loss) per share 0.00 (0.01)
Cash flows from (used in) operating activities (6,369) (391)

Cash and cash equivalents, end of period 152,663 6

Assets 161,570 1,385
Long-term liabilities 0 0
Dividends 0 0

Third Quarter Fiscal 2006

Blue Power’s net income of $43,303 for the third quarter 2006 showed significant improvement
over the net loss of ($18,119) the previous quarter ended November 30, 2005 primarily due to
future income tax recovery of $61,020 recorded in the latest quarter. The Company’s assets
and cash position improved as a result of the issuance during the third quarter of additional
share capital.

Liquidity and Capital Resources

Blue Power recorded working capital of $117,040 at February 28, 2006 compared with a
working capital deficit of ($30,726) at the end of the previous quarter and a working capital
deficit of ($141,090) at February 28, 2005. Cash balance was $152,663 at the end of the latest
quarter compared with cash of $94 and the end of the previous quarter and with $6 at February
28, 2005.

On November 1, 2005, Blue Power settled all of its outstanding liabilities, amounting to
$171,119, through issuance of 28,519,855 common shares, issued to a number of arm’s length
creditors. (See Note 2 (b) (1) of the Company’s Unaudited financial statements for the three and
nine months ended February 28, 2006.)
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On December 30, 2005, the Company completed a private placement financing under which it
issued 8,475,000 flow-through units of the Company at a price of $0.02 per Unit for aggregate
gross proceeds of $169,500. (See Note 2 (b) (2) of the Company’s Unaudited financial
statements for the three and nine months ended February 28, 2006.)

Blue Power will need and seek new sources of capital to continue operations. The Company
currently does not have any credit facilities with financial institutions.

Commitment
The Company is committed to spending $169,500 on exploration costs during 2006 as part of
the flow-through funding agreements that were completed during the nine months ended
February 28, 2006.

Off-Balance-Sheet Arrangements
The Company has not entered into any off-balance-sheet arrangements.

Transactions with Related Parties

During the nine months ended February 28, 2006, the Company accrued or paid $6,000 in
management fees to Harper Capital Inc. (a corporation owned by the promoters of the
Company) for managing and supervising the Company's activities. As at February 28, 2006, the
Company was indebted to Harper Capital Inc., in the amount of $nil (2005 - $44,940), for unpaid
management fees. In addition, the Company also owed $nil (2005 - $10,582) for funds
advanced by Harper Capital Inc.

As at February 28, 2006, the Company was also indebted to Northern Mining Properties (in
which one of the Company's directors owns an interest) in the amount of $nil (2005 - $22,980)
for managing and supervising the Company's activities.

Included in expenses is $20,448 (2005 - $9,200) and $5,692 (2005 - $3,859) accrued or paid to
a Partnership and two Corporations for various accounting, corporate secretarial and filing
services. Allan Ringler Services Inc. and George Duguay Services Inc. have an indirect interest
in the Partnership and two Corporations.

At February 28, 2006, $23,356 (2005 - $41,419) is included in accounts payable and accrued
liabilities, which is the amount owing to the Partnership and two Corporations.

Pursuant to the financing disclosed in Note 2(b)(2) of the unaudited financial statements for the
period, Neil Novak, a director of the Company purchased 250,000 Units and Norm Brewster, a
related party of the Company, purchased 1,350,000 Units.

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

Proposed Transactions
There are no unannounced proposed transactions at this time.

Critical Accounting Estimates

Blue Power did not rely on any critical accounting estimates in the most recent fiscal quarter.

Changes in Accounting Policies

There were no changes to accounting policies in the most recent fiscal quarter.

Financial and Other Instruments

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The Company has not made use of any financial instruments.

Risks and Uncertainties

Blue Power’s business involves limited risks, but there is no certainty that the Company will be
profitable in the future. Blue Power common shares should be considered very or highly
speculative.

Disclosure of Outstanding Share Data

Blue Power common shares are traded on the Canadian Unlisted Board (CUB) over-the-counter
system under the symbol BLU. The Company is authorized to issue an unlimited number of
non-participating, redeemable, voting Class B preference shares, Class C preference shares
(issuable in series), and common shares. On February 28, 2006 there were 40,820,728
common shares outstanding and 2,825,000 outstanding warrants exercisable at $0.03 expiring
December 30, 2006.

Disclosure Controls and Procedures

Management has ensured that there are disclosure controls and procedures that provide
reasonable assurance that material information relating to the Company is disclosed on a timely
basis, particularly information relevant to the period in which annual filings are being prepared.
Management believes these disclosure controls and procedures have been effective during the
three month period ended February 28, 2006.

Additional Information
Additional information relating to Blue Power is available on the Internet at the SEDAR website
www.sedar.com .

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