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Breakwater Resources Ltd.'s Interim Financial and Operating Results for the Periods Ended September 30, 2007

10/31/2007


TORONTO, ONTARIO -- (MARKET WIRE) -- 10/31/07 -- Breakwater (TSX: BWR), a mining, exploration and development company which produces and sells zinc, copper, lead and gold concentrates to customers around the world, releases its financial and operating results for the three and nine month periods ended September 30, 2007. The Company's concentrate production is derived from mines located in Canada, Chile and Honduras. All dollar amounts in this news release are in Canadian dollars unless otherwise stated.

HIGHLIGHTS

- The Company realized net earnings of $7.8 million or $0.02 per share in the third quarter of 2007 compared with $39.2 million or $0.10 per share in the third quarter of 2006. The three main items affecting the drop in net earnings were:

-- concentrate shipped but not recognized as revenue in this period

-- the $13.8 million gain on sale of Caribou in 2006

-- higher exploration expenses

- Production in the third quarter of 2007 was 73,122 tonnes of concentrate compared with 59,420 tonnes in the third quarter of 2006

- Sales of concentrate in the third quarter of 2007 were 50,748 tonnes compared to 61,385 in the third quarter of 2006. The decrease was due to concentrate inventory shipped to smelters for which final pricing per the smelter contract terms had not occurred and therefore were not recognized as revenue in the quarter

- At September 30, 2007, 70,519 tonnes of concentrate inventories had been shipped to smelters. Had these inventories been priced and recognized as revenue, the Company estimates that earnings before tax would have increased by $29.4 million

- Concentrate inventories, including the 70,519 shipped to smelters noted above, were 111,413 tonnes at September 30, 2007 compared with 78,234 tonnes at September 30, 2006. Included in the September 30, 2007 concentrate inventories were 17,495 tonnes produced from Langlois and 8,334 produced from Myra Falls

- Settled new three-year labour contracts at Toqui and Mochito

- Gross sales revenue fell by 22% to $87.5 million in the third quarter of 2007 from $112.0 million in the third quarter of 2006 primarily due to fewer tonnes of concentrate sold

- The contribution from mining activities was $26.8 million in the third quarter of 2007 compared with $43.5 million in the third quarter of 2006. The $16.7 million decrease was due to a $16.0 million reduced contribution from Myra Falls in the third quarter of 2007 compared with the third quarter of 2006

- Net cash provided by operating activities was lower by $33.4 million than in the third quarter 2006 at $6.9 million in the third quarter of 2007 and was primarily used for $24.0 million of capital expenditures and $6.1 million of short-term investments

- Total cash costs per pound of payable zinc increased to US$0.61 per pound in the third quarter of 2007 from US$0.57 per pound in the third quarter of 2006. See the non-GAAP reconciliation section in this news release

- Prefeasibility study started for 1.0 million tonne per year mill at Toqui

- Completed expenditures necessary to earn a 50% interest in Coulon

- Completed in excess of 33 kilometres of drilling with encouraging results at Toqui, Langlois and Mochito

OUTLOOK

- At Mochito, the Pozo Azul tailings impoundment area was recommissioned following a discharge of water from the newly commissioned Soledad tailings impoundment area. Tests are ongoing in the mill to determine the optimum reagent mix required to control levels of copper in the effluent of Pozo Azul.

- At Myra Falls, the connection of the surface ramp with the Lynx 15 level has increased ventilation capacity which will allow for increased production from the western area of the mine. The open pit copper and zinc zones will be mined in the fourth quarter of 2007.

- Drilling at Toqui continues to support the recent decision to commence a prefeasibility study for a 1.0 million tonne per annum mill.

- In the fourth quarter of 2007, drilling at Langlois is expected to upgrade known inferred resources to the indicated resource category as well as test a number of targets including the west extension of Zone 97.

- Because of the uncertainties at Mochito, the Company is unable to provide production guidance at this time.

STATEMENT OF OPERATIONS REVIEW - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

Gross Sales Revenue

Langlois entered commercial production on July 1, 2007. Of the 20,189 tonnes of concentrate produced in the third quarter of 2007, 2,694 tonnes were recognized as sold and the revenue has been included in the income statement. Net cash flow from concentrate produced at Langlois prior to June 30, 2007 reduced preproduction capital expenditures.

Gross sales revenue from the sale of zinc, copper, lead, and gold concentrates for the three month period ended September 30, 2007 (the "third quarter of 2007") decreased by $24.5 million (22%) compared with the three month period ended September 30, 2006 (the "third quarter of 2006"). Lower concentrate sales - 50,748 tonnes in 2007 compared with 61,385 tonnes in 2006, a stronger Canadian dollar and lower prices for zinc and copper accounted for the drop in gross sales revenue.

Concentrate sales in the quarter were lower due to significantly higher concentrate inventories at September 30, 2007 related to the timing of shipments and the related impact on revenue recognition.

Gross sales revenue for the nine month period ended September 30, 2007 (the "first nine months of 2007") decreased by $25.0 million (9%) compared with the nine month period ended September 30, 2006 (the "first nine months of 2006"). Lower concentrate sales of 141,635 tonnes in 2007 compared with 188,518 tonnes in 2006 and a stronger Canadian dollar, were partially offset by higher prices for zinc and lead, and a hedging loss in 2006 which did not recur in 2007.

Concentrate sales in the first nine months were down due to higher concentrate inventories at September 30, 2007 related to the timing of shipments and less concentrate was in inventory at the beginning of 2007 compared with 2006 making tonnes available for sale lower.


Gross Sales Revenue by Metal       Third Quarter   First Nine Months
($ millions)                        2007    2006      2007      2006
---------------------------------------------------------------------
Zinc (US$)                          54.1    68.0     158.5     179.4
Copper (US$)                         8.1    18.0      23.3      39.3
Lead (US$)                           9.4     2.5      21.7       8.5
Gold (US$)                           6.1     5.1      20.3      15.6
Silver (US$)                         6.7     6.3      21.2      14.2
Other                                0.0     0.2       0.9       2.4
---------------------------------------------------------------------
 Total gross sales revenue (US$)    84.4   100.1     245.9     259.4
C$/US$ realized exchange rate     1.0374  1.1187    1.0937    1.1330
---------------------------------------------------------------------
 Total gross sales revenue (C$)     87.5   112.0     268.9     293.9
---------------------------------------------------------------------

Sales by Concentrate               Third Quarter   First Nine Months
(tonnes)                            2007    2006      2007      2006
---------------------------------------------------------------------
Zinc                              39,649  47,198   108,747   150,474
Copper                             5,104  10,638    15,662    25,120
Lead                               4,708   3,310    14,176    11,635
Gold                               1,287     239     3,050     1,289
---------------------------------------------------------------------
Total                             50,748  61,385   141,635   188,518
---------------------------------------------------------------------

Sales by Payable Metal             Third Quarter   First Nine Months
                                    2007    2006      2007      2006
---------------------------------------------------------------------
Zinc (tonnes)                     16,891  20,259    45,968    65,268
Copper (tonnes)                    1,059   2,339     3,268     5,446
Lead (tonnes)                      2,900   2,140     9,039     7,429
Gold (ounces)                      8,986   8,354    30,700    31,607
Silver (ounces)                  517,161 548,325 1,609,060 1,594,987
---------------------------------------------------------------------

                                   Third Quarter   First Nine Months
Realized Prices                     2007    2006      2007      2006
---------------------------------------------------------------------
Zinc (US$/tonne)                   3,200   3,357     3,448     2,748
Copper (US$/tonne)                 7,609   7,675     7,143     7,217
Lead (US$/tonne)                   3,231   1,166     2,406     1,146
Gold (US$/ounce)                     674     615       662       495
Silver (US$/ounce)                 12.97   11.54     13.16      8.85
---------------------------------------------------------------------

Average Metal Prices &             Third Quarter   First Nine Months
Foreign Exchange Rate               2007    2006      2007      2006
---------------------------------------------------------------------
Zinc (US$/tonne)                   3,228   3,363     3,449     2,966
Copper (US$/tonne)                 7,707   7,667     7,092     6,604
Lead (US$/tonne)                   3,143   1,188     2,367     1,176
Gold (US$/ounce)                     680     622       666       602
Silver (US$/ounce)                 12.70   11.70     13.12     11.22
C$/US$ exchange rate              1.0448  1.1213    1.1044    1.1326
---------------------------------------------------------------------

The Company has a conservative revenue recognition policy which, among other things, requires final pricing of concentrate inventories prior to recognizing revenue. Using commodity prices and exchange rates at September 30, 2007, the following schedule provides details regarding inventories shipped but not recognized for revenue purposes and the related provisional payments. Estimated net smelter return, earnings before taxes and weighted-average months to settlement are non-GAAP measures and are provided as additional information.


                        Net             Earnings      Pro-    Weighted-
           Concen-  smelter   Inventory   before  visional      average
             trate   return       value    taxes  payments    months to
              (DMT) ($000's)    ($000's) ($000's)  ($000's)  settlement
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Zinc        65,746   60,915      36,586   24,329    45,570          1.7
Copper       2,619    4,986       3,742    1,244     4,341          2.1
Lead         1,903    4,895       1,265    3,630     4,593          2.0
Gold           251      396         217      179         0          1.0
-----------------------------------------------------------------------
            70,519   71,192      41,810   29,382    54,504
-----------------------------------------------------------------------

At September 30, 2006, the Company estimated that inventories shipped but not recognized for revenue purposes had earnings before tax of $24.9 million consisting of $44.1 million of net smelter return less $19.2 million of inventory value on 37,127 tonnes of concentrate.

Net Revenue

Net revenue, the value of concentrates sold after deducting treatment charges and freight and marketing costs, contracted by 21% to $65.5 million in the third quarter of 2007 from $82.7 million in the third quarter of 2006. Treatment and marketing costs were 25% lower at $22.0 million in the third quarter of 2007 compared with $29.4 million in the third quarter of 2006 primarily due to fewer tonnes of concentrate sold and lower treatment costs for Toqui and Myra Falls. Treatment and marketing costs, as a percentage of gross sales revenue, declined slightly to 25% in the third quarter of 2007.

For the first nine months of 2007, net revenue decreased by 6% to $201.6 million compared with the first nine months of 2006. Treatment and marketing costs declined 16% to $67.3 million in the first nine months of 2007 compared with $79.8 million for the first nine months of 2006 primarily due to lower treatment costs for Mochito and Myra Falls partially offsetting higher treatment costs at Toqui. Treatment and marketing costs, as a percentage of gross sales revenue, declined from 27% in the first nine months of 2006 to 25% in 2007.

Direct Operating Costs

Direct operating costs were 3% lower in the third quarter of 2007 at $33.9 million compared with $34.9 million in the third quarter of 2006. The direct operating cost per tonne of concentrate sold increased to $668 in 2007 from $568 in 2006.


Direct
Operating
Cost                  Third Quarter 2007               Third Quarter 2006
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                         Concen-    Cost                Concen-      Cost
                           trate     per                  trate       per
            Aggregate       sold   tonne    Aggregate      sold     tonne
          ($ millions)   (tonnes)     ($) ($ millions)  (tonnes)       ($)
--------------------------------------------------------------------------
Myra Falls       18.8     18,819     998         25.1    31,651       793
Langlois          1.8      2,694     660          0.0         0       n.a.
Mochito           6.5     14,180     461          7.4    21,750       342
Toqui             6.8     15,055     451          2.4     7,984       296
--------------------------------------------------------------------------
Total            33.9     50,748     668         34.9    61,385       568
--------------------------------------------------------------------------

For the first nine months of 2007, direct operating costs were $87.7 million compared with $97.9 million for the first nine months of 2006. The tonnes of concentrate sold and aggregate direct operating costs decreased by 25% and 10% respectively resulting in the average direct operating cost per tonne of concentrate sold increasing to $619 in 2007 from $519 in 2006.


Direct
Operating
Cost              First Nine Months 2007           First Nine Months 2006
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                         Concen-    Cost                Concen-      Cost
                           trate     per                  trate       per
            Aggregate       sold   tonne    Aggregate      sold     tonne
          ($ millions)   (tonnes)     ($) ($ millions)  (tonnes)       ($)
--------------------------------------------------------------------------
Myra Falls       49.0     49,510     989         66.0    90,856       727
Langlois          1.8      2,694     660          0.0         0      n.a.
Mochito          18.9     44,801     423         20.6    62,618       328
Toqui            18.0     44,630     403         11.3    35,044       323
--------------------------------------------------------------------------
Total            87.7    141,635     619         97.9   188,518       519
--------------------------------------------------------------------------

Total Cash Cost per Pound of Payable Zinc Sold

The total cash cost per pound of payable zinc sold, which includes all mine site cash costs, treatment charges, ocean freight and other marketing costs, net of by-product credits, was US$0.62 in the third quarter of 2007 compared with US$0.57 in the third quarter of 2006 (see non-GAAP reconciliation). The increase was primarily due to higher direct operating costs per pound of payable zinc sold partially offset by higher by-product credits for lead. Pounds of zinc sold decreased by 17% in 2007 compared with 2006.

The total cash cost per pound of payable zinc sold was US$0.53 in the first nine months of 2007 compared with US$0.53 in the first nine months of 2006 (see non-GAAP reconciliation). Pounds of zinc sold decreased by 30% in 2007 compared with 2006.

Depreciation and Depletion

Despite fewer tonnes of concentrate sold in the third quarter and the first nine months of 2007 compared with the corresponding periods in 2006, depreciation and depletion increased by $0.4 million and $0.6 million respectively. This expense was higher in the third quarter of 2007 due to the commencement of commercial production at Langlois while the increase in the first nine months of 2007 was primarily due to Langlois as noted above and increased depreciation at Toqui partially offset by lower depreciation at Myra Falls and Mochito.

Other Expenses (Income)

Other expenses (income) rose by $1.3 million in the third quarter of 2007 compared with the third quarter of 2006. For the first nine months of 2007, other expense (income) increased by $3.3 million. These increases were due to foreign exchange losses from the rise of the Canadian dollar, more spent on consulting fees and salaries, partially offset by interest earned on larger cash balances, and unrealized gains on investments held for trading and on the conversion rights of the long-term investments.

Exploration Expenses

Exploration expenses were $5.3 million in the third quarter of 2007 and $10.9 million in the first nine months of 2007.


                            Exploration Expenditures
-----------------------------------------------------
-----------------------------------------------------
                  Capital      Expenses        Total
              ($ millions)  ($ millions) ($ millions)
-----------------------------------------------------
Toqui                 5.3           2.5          7.8
Mochito               0.6           2.3          2.9
Langlois              2.6           2.5          5.1
Myra Falls              -           3.0          3.0
Non-operating           -           0.6          0.6
Corporate             7.3             -          7.3
-----------------------------------------------------
Total                15.8          10.9         26.7
-----------------------------------------------------

Refer to note 1 of the Company's audited consolidated financial statements for the year ended December 31, 2006 for the accounting treatment of exploration expenditures.

Other Non-Producing Property Costs

Other non-producing property costs include care and maintenance costs, holding costs, settlement costs and other costs associated with non-producing properties net of proceeds received from those properties related to property options and assets sold. In the third quarter of 2006, the Company recorded a gain on sale of its Caribou property of $13.8 million and included this gain in other non-producing property costs. Excluding this gain, other non-producing property costs in the third quarter of 2007 fell by $0.4 million compared with the corresponding 2006 period primarily due to $0.3 million of costs incurred at Caribou prior to its sale in August 2006.

Excluding the gain on the Caribou sale, other non-producing property costs in the first nine months of 2007 decreased by $2.1 million compared with the corresponding 2006 period primarily due to $1.9 million of costs incurred at Caribou prior to its sale and a charge of $0.8 million to settle a claim against the Company partially offset by gains on sale of assets at Nanisivik in 2006.

Income and Mining Tax Provision (Recovery)

Income and mining tax provision in the third quarter of 2007 was $9.8 million compared with a provision of $12.5 million in the third quarter of 2006. The $2.7 million decrease was primarily due to an increase to the Quebec mining duties future tax liability of $6.0 million and a reduction of future tax assets at Mochito and Toqui by $2.8 million in the third quarter of 2006, partially offset by a reduction of a future tax asset at Myra Falls of $2.0 million in the third quarter of 2007 and by increased income tax provisions of $2.5 million and $2.2 million at Mochito and Toqui respectively in the third quarter of 2007.

The income and mining tax provision in the first nine months of 2007 was $12.3 million compared with a recovery of $10.4 million in the first nine months of 2006. The $22.7 million change was primarily due to a net change of $23.7 million at Myra Falls related to a future tax asset recognized in 2006 and income tax provision increases in 2007 of $11.6 million and $4.4 million at Mochito and Toqui respectively partially offset by the recognition of the $14.2 million future tax asset at Langlois in 2007.

LIQUIDITY AND FINANCIAL POSITION REVIEW

Working Capital

Working capital at September 30, 2007 was $107.0 million compared with $109.9 million at December 31, 2006, a decrease of $2.9 million.

Current Assets

Total current assets rose by $43.0 million to $240.4 million at September 30, 2007 compared with December 31, 2006. The main components of current asset changes were as follows:

- Concentrate inventory increased by $33.1 million due to the tonnes of concentrate in inventory increasing by 49,323 tonnes to 111,413 tonnes at September 30, 2007. Of the increased tonnes, 17,495 related to Langlois and 8,334 related to Myra Falls

- Prepaid expenses and other current assets increased by $6.1 million primarily due to a $3.8 million deferral of stripping costs at Myra Falls related to the Lynx pit and $2.0 million of prepaid freight associated with concentrate inventory shipped but not priced

- Short-term investments rose by $4.2 million due to an acquisition of shares in certain public companies and mark-to-market adjustments

- Accounts receivable - concentrate decreased by $8.6 million primarily due to higher levels of concentrate inventory shipped but not priced net of price adjustments

- The current portion of future income tax assets rose by $2.0 million primarily due to a $6.1 million increase related to the recognition of the current portion of the Langlois future tax asset recognized in the second quarter of 2007 and a reduction of future tax assets of $3.3 million and $1.2 million at Myra Falls and Toqui respectively

Current Liabilities

Current liabilities increased by $45.9 million to $133.5 million at September 30, 2007 compared with December 31, 2006. The main components of the current liability changes were as follows:

- Provisional payments for concentrate inventory shipped and not priced, which represent payments received for concentrate shipments that were not recognized as revenue, increased by $30.3 million. The balance at September 30, 2007 was $54.5 million compared with $24.2 million at December 31, 2006. Please refer to the table in Gross Sales Revenue section of this news release for additional details

- Accounts payable and accrued liabilities increased by $16.9 million primarily due to $5.1 million of provisional payments returnable to customers related to a fall in metal prices from the time the initial provisional payment was received to September 30, 2007 and a $9.0 million increase in accounts payable and accrued liabilities at Myra Falls due to contractors employed on various capital and development projects

Long-term Investments

At September 30, 2007, long-term investments were $41.9 million, up $27.2 million from $14.7 million at December 31, 2006. The increase was due to new accounting requirements for financial instruments and comprehensive income required by the Canadian Institute of Chartered Accountants ("CICA") and adopted by the Company on January 1, 2007.

Restricted Promissory Note

The Company held two restricted promissory notes at September 30, 2007 and December 31, 2006 of $62.3 million related to the Red Mile transactions(1) in 2004 and 2005. The interest earned and a portion of the principal of these restricted promissory notes will be used to meet the Company's royalty obligations.

(1) For further information on the Red Mile transactions please see the Company's most recent Annual Report filed on SEDAR or available at the Company's website at www.breakwater.ca.

Royalty Obligations

The royalty obligations of $62.5 million relates to the royalty amounts received from the 2004 and 2005 Red Mile transactions. See restricted promissory note above.

Reclamation and Closure Cost Accrual

Reclamation and closure costs represent the Company's obligation for reclamation and severance costs accrued for its mine sites. As there is no law, regulation or contract currently in Honduras related to reclamation and closure costs, GAAP does not permit the Company to set up a liability for reclamation at Mochito.

At September 30, 2007, total accrued reclamation and closure costs were $37.2 million compared with $40.6 million at December 31, 2006. Of the $37.2 million, $7.1 million is classified as current and is expected to be spent over the next 12 months at Myra Falls, Bouchard-Hebert, Nanisivik and Bougrine.

Reclamation and Closure Cost Accrual at September 30, 2007


($ millions)    Current  Long-term   Total
------------------------------------------
------------------------------------------
Myra Falls          2.2       23.5    25.7
Mochito             0.0        1.1     1.1
Toqui               0.0        3.4     3.4
Langlois            0.0        1.3     1.3
Bouchard-Hebert     1.8        0.1     1.9
Nanisivik           2.3        0.5     2.8
Bougrine            0.8        0.2     1.0
------------------------------------------
Total               7.1       30.1    37.2
------------------------------------------

The Company spent $2.7 million in reclamation and closure costs in the third quarter of 2007 compared with $2.1 million in the third quarter of 2006. For the first nine months of 2007, the Company spent $5.1 million compared with $5.9 million in the same period of 2006.

Shareholders' Equity

Shareholders' equity at September 30, 2007 was $389.4 million compared with $308.6 million at December 31, 2006. The increase of $80.8 million was primarily due to net earnings of $61.7 million, the exercise of $6.2 million of warrants and the impact of adopting new accounting policies as required by the CICA of $17.7 million.


                                                           Cumul-
                                                            ative
                                             Ret-   Other  trans-    Total
                                 Contri-    ained compre-  lation    share
                 Capital    War-   buted    earn- hensive adjust- holders'
($000's)           stock   rants surplus     ings  income   ments   equity
---------------------------------------------------------------------------
---------------------------------------------------------------------------
As at December
 31, 2006        167,093   8,561     793  139,795       -  (7,689) 308,553
Adjustment of
 opening balance
 on adoption of
 CICA accounting
 policy                -       -       -    5,706   4,291   7,689   17,686
Value ascribed
 to options
 exercised under
 stock-based
 compensation      1,046       -  (1,046)       -       -       -        0
Employee share
 option plan -
 proceeds
 of options
 exercised         2,001       -       -        -       -       -    2,001
Employee share
 purchase plan       256       -       -        -       -       -      256
Exercise of
 warrants          6,243       -       -        -       -       -    6,243
Stock-based
 compensation          -       -   1,698        -       -       -    1,698
Cancellation
 of shares          (211)      -     211        -       -       -        0
Other
 comprehensive
 loss                  -       -       -        -  (8,753)      -   (8,753)
Net earnings           -       -       -   61,743       -       -   61,743
---------------------------------------------------------------------------
As at September
 30, 2007        176,428   8,561   1,656  207,244  (4,462)      0  389,427
---------------------------------------------------------------------------

In the first nine months of 2007, the Company issued the following Common Shares: 2,611,256 following the exercise of employee share options; 131,717 pursuant to the Company's employee share purchase plan; and, 30,884,510 pursuant to warrants exercised. On March 2, 2007 and March 14, 2007, Dundee Corporation ("Dundee") exercised 15,400,705 and 15,400,705 warrants respectively to purchase 30,801,410 Common Shares at $0.20 per Common Share.

Capital Expenditures

The Company invested $81.0 million in mineral properties and fixed assets in the first nine months of 2007.

At Langlois, $21.5 million was spent consisting primarily of $19.6 million for development for Langlois (including $2.6 million of capitalized exploration), $11.3 million of underground development, preproduction and equipment for Grevet B and $7.1 million for equipment, buildings and mine infrastructure partially offset by $16.7 million of preproduction contribution from mining operations.

Myra Falls' capital expenditures of $18.9 million consisted primarily of $5.5 and $2.2 million for development at Lynx 5/6 and Price, $3.0 million of mobile equipment purchases, $2.6 million of deferred development, $1.9 million for ramp development, $1.8 million for a ventilation raise, $1.0 million for a new tailings disposal area and $0.9 million for building construction and mill equipment.

At Mochito, $16.0 million was spent as follows: $4.5 million for tailings facilities; $3.3 million for mobile equipment; $2.7 million for mine development; $1.9 million for building and services; $1.6 million for equipment; $1.3 million for deferred development; and, $0.6 million of capitalized exploration.

Toqui capital expenditures of $17.1 million consisted of $8.9 million for development (including $5.0 million for Concordia and Porvenir), $2.1 million for mine equipment, $1.5 million for capitalized exploration, $2.8 million for mill equipment and modifications and $1.8 million for service and infrastructure upgrades.

Corporate capital expenditures of $7.5 million were primarily related to earn-in payments made on the Coulon property.

Financial Capability

With the existing working capital, the current metal prices and current C$/US$ exchange rate, the Company is well positioned to carry out its operating, capital, exploration and environmental programs in 2007. The Company's financial capability is sensitive to metal prices, smelter treatment charges and the C$/US$ exchange rate. Please refer to pages seven and eight of the Company's 2006 Annual Report.


OPERATING REVIEW - QUARTERS ENDED SEPTEMBER 30, 2007 AND 2006

                               Contribution    Depreciation,
                                (loss) from       depletion,     Capital
                                     mining  reclamation and     expend-
                 Net revenue   activities(1)   closure costs      itures
-------------------------------------------------------------------------
($ millions)     2007   2006    2007   2006     2007    2006  2007  2006
-------------------------------------------------------------------------
Myra Falls       21.7   44.1     0.6   16.5      2.3     2.5   7.1   4.7
Mochito          25.1   29.5    17.4   20.7      1.1     1.3   6.2   2.8
Toqui            15.8    8.5     8.5    6.0      0.5     0.2   7.1   1.6
Langlois(3)       3.0    0.0     0.6    0.0      0.6     0.0  (1.3) 10.6
Other             0.0  0.6(2)   (0.3)   0.3      0.3     0.3   4.9   1.3
-------------------------------------------------------------------------
Total            65.6   82.7    26.8   43.5      4.8     4.3  24.0  21.0
-------------------------------------------------------------------------
(1) After non-cash costs.
(2) Net realised from metal hedging activities.
(3) First concentrate shipped November 2006 and commenced commercial
    production on July 1, 2007.

OPERATING REVIEW - FIRST NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

                               Contribution    Depreciation,
                                (loss) from       depletion,     Capital
                                     mining  reclamation and     expend-
                 Net revenue   activities(1)   closure costs      itures
-------------------------------------------------------------------------
($ millions)   2007     2006    2007   2006       2007  2006  2007  2006
-------------------------------------------------------------------------
Myra Falls     69.1    112.0    13.4   38.8        6.7   7.1  18.9  13.3
Mochito        78.8     68.7    56.4   43.9        3.5   4.3  16.0   7.5
Toqui          50.7     37.2    29.5   24.3        3.2   1.7  17.1   7.2
Langlois(3)     3.0      0.0     0.6   (0.1)       0.7   0.1  21.5  19.0
Other           0.0  (3.8)(2)   (0.6)  (4.7)       0.6   0.9   7.5   1.3
-------------------------------------------------------------------------
Total         201.6    214.1    99.3  102.2       14.7  14.1  81.0  48.3
-------------------------------------------------------------------------
(1) After non-cash costs.
(2) Net realised from metal hedging activities.
(3) First concentrate shipped November 2006 and commenced commercial
    production on July 1, 2007.

PRODUCTION RESULTS

The table below contains the Company's production for periods presented. Production results include the production from Langlois since January 2007. For accounting purposes, production from Langlois was not recognized on the income statement until the commencement of commercial production - July 1, 2007.


All Mines                               Third Quarter    First Nine Months
                                         2007    2006       2007      2006
--------------------------------------------------------------------------
Ore Milled (tonnes)                   569,923 455,650  1,709,639 1,475,625
 Zinc (%)                                 6.3     6.3        5.9       6.0
Concentrate Production (tonnes)
 Zinc                                  61,740  50,241    175,686   153,277
 Copper                                 6,737   4,156     23,788    17,219
 Lead                                   3,259   4,252     11,943    12,024
 Gold                                   1,386     771      4,196     2,935
Metal in Concentrates
 Zinc (tonnes)                         32,111  25,752     90,244    78,884
 Copper (tonnes)                        1,423     958      5,259     4,066
 Lead (tonnes)                          2,108   2,922      7,904     8,211
 Silver (ounces)                      679,797 674,161  2,212,115 2,023,048
 Gold (ounces)                         11,510  12,160     43,423    43,762
--------------------------------------------------------------------------

Aggregate production of zinc in concentrate in the third quarter of 2007 was 70.7 million pounds compared with 56.8 million pounds in 2006, 24.5% higher. The increase was due to production from Langlois partially offset by lower production at the other operations.


Zinc Production (million
pounds of zinc contained
in concentrate)              Third Quarter      First Nine Months
-------------------------------------------------------------------
                          2007  2006      %      2007  2006      %
-------------------------------------------------------------------
Myra Falls                15.0  17.6 (14.8%)     50.0  59.6 (16.1%)
Mochito                   16.6  18.3  (9.3%)     50.9  61.9 (17.8%)
Toqui                     18.2  20.9 (12.9%)     51.6  52.4  (1.5%)
Langlois(a)               20.9   0.0     -       46.4   0.0     -
-------------------------------------------------------------------
Total zinc production     70.7  56.8  24.5%     198.9 173.9  14.4%
-------------------------------------------------------------------
(a) First concentrate shipped November 2006 and considered
    to be at commercial production levels effective July 1, 2007.

Production of copper in concentrate rose 47.6% in the third quarter of 2007 from the same period in 2006 due to production from Langlois, which was not in production during the third quarter of 2006.


Copper Production (million
pounds of copper contained
in concentrate)                   Third Quarter   First Nine Months
---------------------------------------------------------------------
                           2007       2006     % 2007     2006     %
---------------------------------------------------------------------
Myra Falls                  2.1        2.1    -   9.5     10.1 (5.9%)
Langlois(a)                 1.0          -    -   1.9        -    -
---------------------------------------------------------------------
Total copper production     3.1        2.1 47.6% 11.4     10.1 12.9%
---------------------------------------------------------------------
(a) First concentrate shipped November 2006 and considered to be
    at commercial production levels effective July 1, 2007.

Production of lead in concentrate fell 28.1% during the third quarter of 2007 due to fewer tonnes milled at Mochito with a lower lead grade.


Lead Production (million
pounds of lead contained
in concentrate)             Third Quarter   First Nine Months
---------------------------------------------------------------
                          2007 2006      %   2007  2006      %
---------------------------------------------------------------
Mochito                    4.6  6.4 (28.1%)  17.4  18.0  (3.3%)
---------------------------------------------------------------
Total lead production      4.6  6.4 (28.1%)  17.4  18.0  (3.3%)
---------------------------------------------------------------

Silver in concentrate increased 0.8%, quarter over quarter due to higher silver production at Mochito and Toqui, related to higher grades more than offsetting lower mill throughput and production from Langlois, partially offset by lower silver grades at Myra Falls.


Silver Production (ounces
of silver contained
in concentrate)                Third Quarter           First Nine Months
--------------------------------------------------------------------------
                          2007    2006      %       2007       2006     %
--------------------------------------------------------------------------
Myra Falls             162,387 237,348 (31.6%)   677,970    685,074 (1.0%)
Mochito                425,622 421,510   1.0%  1,333,837  1,287,073  3.6%
Toqui                   42,912  15,303 180.4%     92,384     50,901 81.5%
Langlois(a)             48,876       -     -     107,924          -    -
--------------------------------------------------------------------------
Total silver
 production            679,797 674,161   0.8%  2,212,115  2,023,048  9.3%
--------------------------------------------------------------------------
(a) First concentrate shipped November 2006 and considered to be at
    commercial production levels effective July 1, 2007.

Gold in concentrate decreased 4.7% in the third quarter of 2007 from the same period in 2006 due to lower gold grades at Myra Falls partially offset by higher grades at Toqui.


Gold Production (ounces
of gold contained
in concentrate)                 Third Quarter    First Nine Months
--------------------------------------------------------------------
                            2007   2006      %    2007   2006     %
--------------------------------------------------------------------
Myra Falls                 3,699  5,231 (29.3%) 15,190 16,777 (9.5%)
Toqui                      7,811  6,929  12.7%  28,233 26,985  4.6%
--------------------------------------------------------------------
Total gold production     11,510 12,160  (5.3%) 43,423 43,762 (0.8%)
--------------------------------------------------------------------

Myra Falls Production

The following table sets forth Myra Falls' production for the periods presented.


                                     Third Quarter       First Nine Months

                                    --------------------------------------
                                        2007      2006      2007      2006
--------------------------------------------------------------------------
Ore Milled (tonnes)                  156,094   151,838   544,420   548,255
 Zinc (%)                                5.1       6.0       4.9       5.7
 Copper (%)                              1.0       0.9       1.1       1.0
 Silver (g/t)                             39        61        46        50
 Gold (g/t)                              1.1       1.5       1.3       1.6
Concentrate Production
 Zinc (tonnes)                        12,881    15,373    43,379    51,952
  Zinc Recovery (%)                     86.0      87.5      85.7      86.1
  Zinc Grade (%)                        53.0      52.0      52.3      52.1
  Gold Recovery (%)                     27.6      21.8      22.5      18.4
  Gold Grade (g/t)                       4.0       3.2       3.8       3.1
 Copper (tonnes)                       4,422     4,156    19,356    17,219
  Copper Recovery (%)                   71.6      67.6      76.3      73.4
  Copper Grade (%)                      21.9      23.0      22.5      23.6
  Gold Recovery (%)                     36.3      30.4      41.5      27.8
  Gold Grade (g/t)                      14.8      16.0      15.7      14.0
 Gold (tonnes)                             -       1.3       0.4      12.7
  Recovery (%)                             -      10.4       3.2      10.9
  Grade (g/t)                              -    10,629     9,400     9,534
Metal in Concentrates
 Zinc (tonnes)                         6,818     7,992    22,686    27,057
 Copper (tonnes)                         958       958     4,347     4,066
 Silver (ounces)                     162,387   237,348   677,970   685,074
 Gold (ounces)                         3,782     5,231    15,190    16,777
Total cash costs per lb.
 payable zinc sold (US$)                1.10      0.67      0.91      0.61
--------------------------------------------------------------------------

Production of zinc in concentrate was 14.7% lower in the third quarter of 2007 compared with the same period in 2006 and 23.5% lower than the second quarter of 2007 due to fewer tonnes milled at lower zinc grades.

Myra Falls Outlook

The Surface Ramp broke through into the Lynx 15 level providing sufficient volumes of fresh air to the western extremities of the Battle Gap Mine to allow additional haulage equipment into the stoping areas and for development to the north and west. A new ventilation raise was driven from the Gopher zone up to the 18-155 drift to bring additional ventilation into the Gopher and Main zones which are expected to be the main mining areas for the next two to three years. Production in the third quarter of 2007 was lower than anticipated due to: the long delivery time of additional haulage trucks which will be put into production during the fourth quarter of 2007; damage to a drill jumbo caused by a blasting incident; and, delays in hoisting mined material due to longer tramming distances due to the plugging of the main ore pass. The mining of some of the higher grade open pit material, anticipated in the third quarter of 2007, was delayed due to pit wall instability which has been addressed and the copper zone from the open pit has now been mined with the zinc zone to be mined before year end. The geology department has reinterpreted the mineralization in the Lynx 5 area and mining will begin in the fourth quarter of 2007. Development of Price is ongoing with production expected in 2008.

The diamond drill program from 18 level towards the Marshall zone experienced difficulties associated with directional drilling and accordingly the program was abandoned. In September 2007, drill access was gained to the Lynx 15 level from where some of the original discovery holes for the Marshall zone were drilled. Drilling conditions on the Lynx 15 level appear to be favourable and the Company moved the rigs to this location to continue the program with results expected before the end of the year.

The definition drill program identified extensions of the Track, Bornite, and HW upper zinc zones and is expected to further extend these zones.

The construction of the new tailings facility is on schedule for completion in 2008.


Mochito Production
Mochito's production is set out in the following table.

                                          Third Quarter   First Nine Months
                                     --------------------------------------
                                         2007      2006      2007      2006
---------------------------------------------------------------------------
Ore Milled (tonnes)                   150,031   166,723   456,434   518,874
 Zinc (%)                                 5.7       5.5       5.7       6.0
 Lead (%)                                 1.8       2.1       2.2       2.0
 Silver (g/t)                             101        90       105        89
Concentrate Production
 Zinc (tonnes)                         14,274    15,855    44,549    53,687
  Recovery (%)                           89.7      90.1      89.3      90.6
  Grade (%)                              52.8      52.2      51.8      52.3
 Lead (tonnes)                          3,259     4,252    11,943    12,024
  Recovery (%)                           79.6      81.7      79.0      81.0
  Grade (%)                              64.7      68.7      66.2      68.3
Metal in Concentrates
 Zinc (tonnes)                          7,551     8,282    23,094    28,068
 Lead (tonnes)                          2,108     2,922     7,904     8,211
 Silver (ounces)                      425,622   421,510 1,333,837 1,287,073
Total cash costs per lb.
 payable zinc sold (US$)                (0.38)     0.44     (0.24)     0.33
---------------------------------------------------------------------------

As planned, milled tonnage declined during the third quarter of 2007 compared with the same period in 2006. Mining activities were focused on developing new production areas as well as developing exploration headings.

Less zinc in concentrate was produced during the third quarter of 2007 compared with the same period in 2006 due to fewer tonnes milled partially offset by higher grades while production of lead in concentrate was lower due to fewer tonnes milled and lower lead grades.

Mochito Outlook

On October 18, 2007, Breakwater announced that it had discovered a discharge of water from the newly commissioned Soledad tailings impoundment area which necessitated a suspension of milling at Mochito. A preliminary evaluation of the situation has determined that recommissioning the Pozo Azul tailings impoundment area, for which permitting remains in place, will be the quickest method of returning Mochito to full production.

The Company is conducting a test in the mill to determine the optimum reagent mix required to control the levels of copper in the effluent of Pozo Azul. If the reagent test is successful, as determined by the production of saleable concentrates, then the mill will be able to run at full capacity while the ultimate capacity of Pozo Azul is being increased. If the test is not successful, then Mochito will only be able to mill intermittently, dependent on water levels in Pozo Azul. Accordingly, the Company is unable to provide production guidance. Enlargement of the Pozo Azul tailings impoundment area is expected to provide up to 24 months of storage. The Company is currently unable to estimate the construction time to enlarge Pozo Azul, as it is largely weather dependent.

At Soledad, the water level was lowered and the discharge of water has stopped. Based on monitoring conducted to date, there are no indications of any adverse impacts on receiving waters including Lake Yojoa. Plans are still being formulated to determine the nature of the repairs required for Soledad.

Earlier this year, a bank of flotation cells was added to the lead circuit for use when lead grades exceed 2.0%. Once milling has returned to normal, these flotation cells will be used exclusively while the existing cells undergo maintenance.

The collective bargaining agreement at Mochito was renewed for three years.

The Company continued drilling to identify new mineral resources in several areas of the mine. Manto mineralization extending northeast of the Santo Nino area was identified in the third quarter of 2007 and drilling in this area, including the Santo Nino Chimney, will be carried out during the remainder of the year.

A drill program to test the area east of Mochito, called the Deep East, began in the third quarter of 2007. Drilling has encountered both manto and chimney-style mineralization extending east from the Santo Nino area and this campaign is expected to continue through the remainder of 2007.

Exploration drilling continues to confirm the existence of manto-style mineralization of economic interest connecting areas between the Salva Vida, San Jose and Yojoa orebodies. Drilling planned for the fourth quarter of 2007 will focus on defining the extent of mineralized manto northward toward the Salva Vida and San Jose areas.

Drilling began in the third quarter of 2007 in the Nacional SW area with the objective of upgrading inferred resources to indicated resources. This drilling is expected to establish the continuity of manto-style mineralization between the La Leona and Nacional areas of the mine.

During the fourth quarter of 2007, exploration drilling is planned to test the southern extension of manto-style mineralization in the Nacional area. This area, known as Manto Sur, was discovered during previous exploration and its economic viability is being re-examined. Drilling from Manto Sur will test extensions of mineralization toward the southwest in the El Raton area.

Exploration continues to test the Big Fuzzy target. Step-out drilling is focusing to the west of a hole that encountered lead/zinc manto-style mineralization. More drilling is planned in the fourth quarter of 2007 and a grid of soil geochemical samples will be extended to the east and north of the initial hole.


Toqui Production
Toqui's production is set out in the following table.

                                          Third Quarter   First Nine Months
                                     --------------------------------------
                                         2007      2006      2007      2006
---------------------------------------------------------------------------
Ore Milled (tonnes)                   131,123   137,089   389,593   408,496
 Zinc (%)                                 7.1       7.6       6.7       6.4
 Gold (g/t)                               2.3       1.8       2.8       2.3
Concentrate Production
 Zinc (tonnes)                         16,711    19,013    47,509    47,638
  Recovery (%)                           90.0      91.0      90.0      90.7
  Grade (%)                              49.5      49.9      49.4      49.9
 Gold (tonnes)                          1,386       770     4,196     2,922
  Recovery (%)                           47.6      71.4      55.5      69.5
  Grade (g/t)                           117.1     198.1     136.2     206.3
Metal in Concentrates
 Zinc (tonnes)                          8,278     9,478    23,469    23,759
 Silver (ounces)                       42,912    15,303    92,384    50,901
 Gold (ounces)                          7,811     6,929    28,233    26,985
Total cash costs per lb.
 payable zinc sold (US$)                 0.76      0.71      0.77      0.59
---------------------------------------------------------------------------

Fewer tonnes were milled during the third quarter of 2007 than the same period in 2006 due to a planned shutdown of ball mill # 2, and abnormally severe winter conditions which caused pipeline freezeups which hampered mill operations in September 2007. The newly installed Gekko plant, which treats Toqui gold/silver concentrate in a three stage process involving intensive leaching in a rotary intense leach reactor; electrowinning the metal to cathode; and smelting the cathode to dore for sale to the market, produced its first dore in April 2007. Efforts are focussed on optimizing gold and silver production. A gold recovery consulting firm has been retained to assist in these efforts.

Production of zinc in concentrate dropped during the third quarter of 2007 compared with the same period in 2006 due to milling fewer tonnes and lower grades, while the Company produced more gold due to higher grades and better recovery in the gold and lead concentrates. Zinc and lead grades are expected to increase as more Concordia material is mined in the last quarter of 2007.

Production commenced in Concordia North and decline development is proceeding towards Concordia South. The Concordia deposits will be an integral part of production in 2008.

Underground programs, of about $5.0 million for capital development and $4.0 million for underground mobile equipment replacements, are both on schedule. The new mine offices are complete and construction of a new surface mine shop, a new geological office and a new supervisors' accommodation is underway. Installation, training, and implementation of a new enterprise resource planning software was completed. Projects relating to tailings pastefill for underground and the new tailings impoundment facility were advanced and other projects are in progress in an effort to ensure that the appropriate infrastructure is in place to allow efficient construction of a new mill, should the prefeasibility study be positive.

The Company has selected a mining contractor to develop Porvenir. Excavation work has commenced. The Company expects to take 16 months to develop Porvenir with production expected in early 2009.

Toqui Outlook

The collective bargaining agreement at Toqui was renewed for three years effective October 1, 2007. Management's goal was to secure a three-year agreement to ensure that there is labour harmony during any construction period related to the possible construction of a new mill at El Toqui.

The new lead flotation circuit expansion is expected to be operational in the fourth quarter of 2007 which is expected to improve lead concentrate production.

Engineering studies and plans have started for the construction of a paste backfill plant as well as the basic study of a new tailings impoundment area, based on paste tails deposition.

A $10 million exploration budget for 2007 includes drilling as a major component to test some high-priority regional targets outside of the defined deposits within a defined NW-SE anomalous trend. Drilling results continue to support the recent decision to commence a pre-feasibility study for a 1.0 million tonne per annum mill. Toqui is constrained by the capacity of its mill which runs at 1,475 tonnes per day or approximately 540,000 tonnes per annum.

To the end of the third quarter of 2007, Toqui had completed about 42.6 kilometres of drilling in more than 140 holes which resulted in the discovery of new mineralized zones aligned along the known NW-SE trend that crosses through the Toqui district as well as confirming the shape and continuity of Porvenir and Concordia.

During the third quarter of 2007, five diamond drills carried out approximately 16.3 kilometres of in-fill, extensional and exploration drilling at Toqui. Sixty-four holes were drilled on the Porvenir deposit, due south of Aserradero, and on the south block of Concordia, located north-west of Estatuas. Exploration drilling also tested new areas east and south-east of Concordia, south-east of Porvenir, south-south-west of Porvenir and, at Cerro Elefante on the north-west of the Toqui property.

At Porvenir, the Company proved mineralization is continuous along a NW-SE trend and down dip. The strength of the mineralization in this area indicates there is potential for a significant Zn/Au deposit located parallel to the Aserradero gold skarn deposit. A new drill program is currently underway 250 metres south-west of Porvenir, within the area known as Los Boldos. Recently, the Company compiled information that deals with the potential of this area. Based on older information, soil geochem anomalies, and basic alteration zonation patterns, there is potential for a repeat of the Porvenir-type mineralized system in this area.

The latest drill results from Porvenir southeast indicate the potential for a larger extended NW-SE mineralized system. The southeast extension of Porvenir has been outlined as one of the most promising untested areas in the district. It comprises a mineralized main manto of about 10 to 14 metres thick, containing higher gold grades and lower zinc grades, similar to the Aserradero deposit.

Exploration drilling has shown encouraging results in other areas of the district, including an area located 300 metres east of the Concordia deposit. Additional exploration drilling is following up the mineralization in order to connect Concordia with the area known as Cerro Elefante/Mallines.

Exploration diamond drilling is now under way on a 2.5 kilometre by 1.0 kilometre area that connects the Concordia deposit with the north and north-west sectors of the formerly producing parts of the Dona Rosa mine. This area, known as the Catedral Project, is targeted for 15.0 kilometres of drilling over the next few months.

Langlois Production

Langlois, which is situated in north-western Quebec approximately 213 kilometres north of Val-d'Or, reached commercial production as of July 1, 2007. Production commenced during the fourth quarter of 2006 in Zones 3 and 4 with a total of 319,192 tonnes milled during the first nine months of 2007.

The quality of the concentrate increased steadily throughout the third quarter of 2007 as the mill was fine tuned. Iron content in the zinc concentrate was reduced while the concentrate grade was improved.

Development drifts continue to be driven between Zone 3, Zone 4 and Zone 97 to the east on levels 4, 9 and 13. During the third quarter of 2007, a ramp was started from level 9 to access Zone 97 between level 9 and level 4 as well as a decline to access Zone 97 between level 9 and level 13.

A new ramp from surface was collared during the first quarter of 2007. By the beginning of the third quarter of 2007, the new ramp had accessed the upper portions of Zone 4 between the current mining areas and surface. The mining of this material is not included in the current mine plan and, although lower grade, is economic at current prices.

Production during the third quarter of 2007 also included the processing of material from the Grevet B deposit, located three kilometres south-east of Langlois. The Certificate of Authorization was received from the Ministere du Developpement durable, de l'Environnement et des Parcs for the Grevet B mine earlier this year allowing the Grevet B material to be mined and milled during 2007 and 2008.

The Company currently has five diamond drills operating on the property on surface, one for exploration of Zone 5, two focused on the lower portion of Zone 97, one focused on the Contact Zone, east of Grevet B and west of Orphee, and one on Grevet B.


The following table sets forth Langlois' production for the 2007 periods
 presented.

                       Third Quarter   First Nine Months
--------------------------------------------------------
Ore Milled (tonnes)          132,675             319,192
 Zinc (%)                        7.8                 7.3
 Copper (%)                      0.5                 0.4
 Silver (g/t)                     28                  29
Concentrate Production
 Zinc (tonnes)                17,874              40,249
  Recovery (%)                  91.4                90.5
  Grade (%)                     53.2                52.2
 Copper (tonnes)               2,315               4,432
  Recovery (%)                  73.7                69.6
  Grade (%)                     20.1                20.6
Metal in Concentrates
 Zinc (tonnes)                 9,464              20,995

 Copper (tonnes)                 465                 912
 Silver (ounces)              48,876             107,924
--------------------------------------------------------
Total cash costs per lb.
 payable zinc sold (US$)        0.72                 n/a
--------------------------------------------------------

Langlois Outlook

A 50.4 kilometre drill program is being conducted to investigate the highly prospective extensions of all the known zones containing resources and reserves at the mine. This program will cover an area two kilometres along the strike of the Langlois deposit to a depth of 800 metres below surface. One objective of this program is to upgrade some of the known inferred resources into the indicated category. Very few of the proximal zone extensions have been tested from underground due to a lack of development. To September 30, 2007, 44.1 kilometres have been completed.

During the third quarter of 2007, 16.2 kilometres of drilling were completed with five drills. Zones 1, 3, 4, 5 and 97 near surface and underground extensions were drilled from both surface and underground.

At Zone 3, economic mineralization appears to extend to surface and consequently a new resource estimate from surface to 130 metres below surface was prepared as reported on September 18, 2007. A subsequent infill drilling program has been carried out in order to upgrade some inferred resources into the indicated category. Holes were drilled between levels 6 and 8 to decrease the spacing between holes and results to date confirm that the mineralization in this area of Zone 3 is economic.

Zone 4 was also drilled from underground to delineate its western extension between levels 3 and 5. Economic mineralization was encountered extending the current resource limit of the zone at least 200 metres along strike and 50 metres vertically. Drilling continues and this sector will be included in the next resource estimation.

Drilling on Zone 5 has successfully outlined a westerly dipping volcanogenic massive sulphide ("VMS") lens. The Company will conduct a second phase of drilling in the fourth quarter of 2007 to build geological confidence and to bring Zone 5 to a resource evaluation basis which will lead to a pre-feasibility study by the end of the year. A request for a bulk sampling permit for Zone 5 was filed in the third quarter of 2007. Mining and milling this bulk sample should provide Langlois with the metallurgical information necessary to prepare a mine plan for this deposit. Following receipt of the necessary permit it is anticipated that this bulk sample will be processed during the fourth quarter of 2008.

Zone 97 was tested from level 13 underground and the area, located about 200 metres west of the known Zone 97, continues to show economic mineralization. During the third quarter of 2007, 3.8 kilometres were drilled from level 11 to below level 13 and the mineralization is still open at depth and to the east.

Fifteen in-fill holes were completed during the quarter at Grevet B for a total of 1.2 kilometres of drilling. The main purpose of the program was to determine the economic limits of the bottom portion of lens 100 and the top portion of lens 200. The Company will use the results from this program to refine the design of stopes in this area and to guide the development on level 74.

During 2007, reinterpretation and re-modeling of all of the zones was carried out taking into account forecast base metal prices, lower cut-off grades and incorporation of all diamond drill intersections and channel samples in order to redefine the economic envelope. By the end of the third quarter, all interpretation was completed and work was started on a fully integrated 3D block model. By the end of 2007, this work should be complete. It is expected that a fully integrated 3D block model will greatly assist all mine applications, especially the estimation of new resources and reserves.

During the fourth quarter of 2007, underground drilling is expected to test the west extension of Zone 4 between levels 3 and 6. As well, drilling is expected to test the newly identified Zone 97 west extension. This drilling will be carried out from level 13 as development headings allow. Zone 3 west extensions between level 6 and 8 will also be tested before year end, again, as development allows. Additional drilling will be required in this area in order to upgrade the inferred resources to the reserve category. Zone 97 surface and east extensions will be drilled from surface to confirm a satellite zone in close proximity to surface.

During the first quarter of 2007, Metco Resources Inc. ("Metco") announced that a pre-feasibility study would be conducted in 2007 on the Orphee deposit (50% Breakwater, 50% Metco). Should the results of the pre-feasibility be positive, the Orphee deposit, located nine kilometres from the Langlois mill, could provide additional mill feed for Langlois, which currently has excess mill capacity. The Company conducted a delineation drilling program over the western part of the Orphee deposit, for which it owns 100% of the mining rights, in order to enhance the prefeasibility study. A phase II delineation program will be conducted over the western part of the Orphee deposit during the fourth quarter of 2007.

Coulon Project

During the third quarter of 2007, Virginia Mines Inc. ("Virginia") continued drilling on the Coulon project, located in the James Bay region of Quebec. In accordance with an agreement entered into in May 2006 and amended in September 2007, the Company has the option to acquire a 50% interest in the Coulon property in return for $7.5 million in exploration expenditures and payments totalling $180,000 over an eight-year period. The September 2007 amendment not only increased the exploration spend by $1.0 million but it expanded the land package to include Virginia's Fontanges Sud and Coulon Pitaval properties as well as 1,981 new claims covering all the prospective stratigraphy of the Coulon Volcanic Belt ("CVB"). The Coulon property now consists of 3,250 claims covering more than 90 kilometres of the CVB. A third deep drilling rig was mobilized during the third quarter of 2007 to accelerate exploration work. In the fourth quarter of 2007, two deep rigs will focus on delineating additional resources within lenses 43, 44 and 9-25 and a heliborne survey will explore for new drill targets on a regional scale. The Company fulfilled its earn-in commitments in mid-October 2007.

Drill results released by Virginia during the third quarter of 2007 indicated continuity of the Coulon mineralized system over more than 20 kilometres along strike with the discovery of a new showing. The Spirit showing consists of semi-massive to massive sulphide mineralization rich in chalcopyrite and sphalerite, with slighter quantities of galena, hosted by sillimanite gneisses representing metamorphosed felsic volcanics. The electromagnetic conductor can be traced over a lateral distance of 80 metres, in a general north-south direction, and in a thickness of 4 to 7 metres. This conductor remains open laterally since it disappears at both ends under a thick overburden which is greater than the investigation depth of the electromagnetic survey. Three unexplained, airborne EM conductors lie in the vicinity of the Spirit showing. Lens 43 is now confirmed over a lateral distance of 340 metres and a vertical depth of 380 metres and it is still open at depth. Lens 44 and 9-25 have been intercepted at depths to 380 and 550 metres respectively and both are also open at depth.

Trieste Project

On September 14, 2007, the Company signed an agreement with Virginia on the Trieste property, which is also located in the James Bay area of Quebec. Under the terms of the agreement, the Company has the option to acquire a 50% interest in the property, in exchange for $1.0 million of exploration work before May 8, 2011 and payments totalling $50,000. Virginia will be the operator. The Trieste property is located within the La Grande Archean volcano-sedimentary belt and covers an assemblage of mafic to felsic volcanics, iron formations, and a synvolcanic intrusion. Many electromagnetic conductors remain unexplained and VMS type mineralized showings returned values of up to 2.6% Zn within the volcanic sequence. An arsenopyrite-rich boulder also returned 20 g/t Au.

Other Properties

The reclamation work is largely complete at the Bouchard-Hebert, Bougrine and Nanisivik properties, with Nanisivik to be fully reclaimed in 2007. The mills at Bouchard-Hebert and Bougrine remain intact pending exploration results elsewhere throughout the Company's properties.

NON-GAAP RECONCILIATION

Total cash costs per pound of payable zinc sold is furnished to provide additional information and is a non-GAAP measure. This measure should not be considered in isolation as a substitute for measures of performance prepared in accordance with GAAP and is not necessarily indicative of cash provided from operating activities or operating expenses as determined under GAAP. This measure is intended to provide investors with information about the cash generating capabilities of the Company's operating activities in a given period which is the same purpose for which the Company uses this information. This earnings release and the third quarter 2007 financial statements of the Company discuss the components not included in this non-GAAP measure.


Non-GAAP reconciliation of total cash cost per pound of payable
 zinc sold to consolidated financial statements


                                        Third Quarter   First Nine Months
--------------------------------------------------------------------------
                                         2007    2006        2007    2006
--------------------------------------------------------------------------
By-product credit ($ millions)
  Gross sales revenue per financial

   statements                           (87.5) (112.0)     (268.9) (293.8)
  Less zinc sales revenue                56.0    76.5       173.3   203.2
--------------------------------------------------------------------------
                                        (31.5)  (35.5)      (95.6)  (90.6)
Treatments and marketing charges
 ($ millions) per financial statements   22.0    29.4        67.3    79.8
Direct operating costs ($ millions) per
 financial statements                    33.9    34.9        87.7    97.8
--------------------------------------------------------------------------
  Total cash costs - C$ (millions)       24.4    28.8        59.4    87.0
  C$/US$ exchange rate                 1.0644  1.1230      1.1118  1.1390
--------------------------------------------------------------------------
Total cash costs - US$ (millions)        23.0    25.6        53.4    76.4

Zinc pounds sold (millions)              37.2    44.7       101.3   143.9

Total cash cost per pound of payable
 zinc sold (US$)
 By-product credit                      (0.79)  (0.70)      (0.85)  (0.56)
 Treatment and marketing costs           0.56    0.58        0.60    0.49
 Direct operating costs                  0.85    0.69        0.78    0.60
--------------------------------------------------------------------------
Total                                    0.62    0.57        0.53    0.53
--------------------------------------------------------------------------



SUMMARY OF QUARTERLY RESULTS

                      2005   2006   2006   2006   2006   2007   2007   2007
                        Q4     Q1     Q2     Q3     Q4     Q1     Q2     Q3
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Gross sales revenue
 ($ millions)         57.4   80.7  101.2  112.0  158.3   77.9  103.4   87.5
Net earning (loss)
 ($ millions)          9.3   38.3   28.6   39.2   50.4   15.3   38.7    7.8
Basic earnings per
 share               $0.02  $0.10  $0.08  $0.10  $0.13  $0.04  $0.09  $0.02
Weighted-average
 number of Common
 Shares outstanding
 (millions)          374.2  382.0  383.8  384.3  385.0  396.4  418.0  418.7
Diluted earnings per
 share               $0.02  $0.09  $0.07  $0.09  $0.12  $0.04  $0.09  $0.02
C$/US$ realized
 exchange rate      1.1744 1.1559 1.1239 1.1187 1.1422 1.1683 1.0914 1.0374
Average realized
 zinc price (US$/t)  1,502  2,221  2,895  3,363  4,227  3,434  3,710  3,200
Average realized
 zinc price (C$/t)   1,764  2,567  3,226  3,762  4,828  4,012  4,049  3,320
Concentrate tonnes
 sold(a)            60,391 67,355 59,779 61,385 73,230 39,333 51,553 50,748
Concentrate tonnes
 produced(b)        68,841 66,129 59,906 59,420 67,058 66,895 75,596 73,122
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(a) Excludes tonnes sold from Langlois prior to the commencement of
    commercial production on July 1, 2007.
(b) Includes tonnes produced from Langlois from November 2006, the date
    of first concentrate shipment.

The quantity and mix of concentrates sold directly affects gross sales revenue. The recognition of revenue from the sale of concentrate can vary from quarter to quarter for the reasons discussed in the "Gross Sales Revenue" section of this earnings release. As all sales are based in US dollars, the US dollar's general weakening against the Canadian dollar over the past eight quarters has reduced the realized Canadian dollar gross sales revenue.

TRANSACTION WITH RELATED PARTIES

In the first nine months of 2007, an affiliated company of a significant shareholder of the Company provided consulting services of $50,000.

ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

The notes to the Company's December 31, 2006 audited consolidated financial statements outline the Company's significant accounting policies. Pages 25 and 26 of the 2006 Annual Report contain a discussion of certain accounting estimates that are considered particularly important, as they require management to make significant judgments, some of which relate to matters that are inherently uncertain. Readers are encouraged to refer to the 2006 Annual Report to review that discussion.

OUTSTANDING SHARE DATA AND FULL DILUTION CALCULATION

The Company is authorized to issue an unlimited number of Common Shares and 200,000,000 preferred shares, issueable in series. There are no preferred shares outstanding. Each Common Share entitles the holder of record thereof to one vote at all meetings of shareholders of the Company, except at meetings at which only holders of another class or series of shares of the Company are entitled to vote. The table set forth below summarizes the Capital Stock.


Common Shares or Securities Convertible into
Common Shares                                      October 30, 2007
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Issued and outstanding                                  419,559,000
Share options outstanding weighted-average
 exercise price $1.35                                     8,041,143
Warrants granted at $1.00, expire January 28, 2009
 - traded on TSX                                         33,488,329
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Future fully diluted                                    461,088,472
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RISKS, UNCERTAINTIES AND OTHER INFORMATION

Readers are encouraged to read and consider the risk factors, and additional information regarding the Company, included in its most recent Annual Report and Annual Information Form filed with the Canadian securities regulators, a copy of which is posted on the SEDAR website at www.sedar.com.

CAUTION ON FORWARD-LOOKING INFORMATION

This news release contains certain statements which constitute forward-looking information. These forward-looking statements are not descriptive of historical matters and may refer to management's expectations or plans. These statements include, but are not limited to, statements concerning the Company's business objectives and plans; future trends in the Company's industry; future production costs and volumes; mineral grades, reserve and resource estimates and types; sales volumes and realized prices; capital spending plans; exploration plans; expansion plans; expected market fundamentals and prices; availability of equipment and supplies; expected plant availability; success of process changes; the Company's processing technologies; global economic growth and industrial demand; production of base metal concentrates by the Company's operations; future metal prices and treatment charges; future royalties payable; changes in global metal and concentrate inventories; currency exchange rates; costs of energy, materials and supplies; the outcome of disputes and legal proceedings in which the Company is involved; future effective tax rates; and future benefits costs.

Inherent in forward-looking statements are risks and uncertainties beyond the Company's ability to predict or control, including risks that may affect the Company's operating or capital plans, including risks generally encountered in the development and operation of mineral properties and processing facilities such as unusual or unexpected geological formations, unanticipated metallurgical difficulties, ground control problems, process upsets and equipment malfunctions; risks associated with labour disturbances and unavailability of skilled labour; fluctuations in the market prices of the Company's principal products, which are cyclical and subject to substantial price fluctuations; risks created through competition for mining properties; risks associated with lack of access to markets; risks associated with mineral and resource estimates, including the risk of errors in assumptions or methodologies; risks posed by fluctuations in exchange rates and interest rates, as well as general economic conditions; risks associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation; risks associated with the Company's dependence on third parties in the provision of transportation and other critical services; risks associated with aboriginal title claims and other title risks; social and political risks associated with operations in foreign countries; and risks associated with legal proceedings.

Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, the following assumptions: that there is no material deterioration in general business and economic conditions; that there is no unanticipated fluctuation of interest rates and foreign exchange rates; that the supply and demand for, deliveries of, and the level and volatility of prices of zinc, copper, lead, gold and silver and the Company's other primary metals and minerals develop as expected; that the Company receives regulatory and governmental approvals for its development projects and other operations on a timely basis; that the Company is able to obtain financing for its development projects on reasonable terms; that there is no unforeseen deterioration in the Company's costs of production or production and productivity levels; that the Company is able to continue to secure adequate transportation for its products; that the Company is able to procure mining equipment and operating supplies (including tires) in sufficient quantities and on a timely basis; that engineering and construction timetables and capital costs for the Company's development and expansion projects are not incorrectly estimated or affected by unforeseen circumstances; that costs of closure of various operations are accurately estimated; that there are no unanticipated changes to market competition; that the Company's reserve estimates are within reasonable bounds of accuracy (including with respect to size, grade and recoverability) and that the geological, operational and price assumptions on which these are based are reasonable; that environmental and other proceedings or disputes are satisfactorily resolved; and that the Company maintains its ongoing relations with its employees and with its business partners and joint venturers.

Readers are cautioned that the foregoing list of important factors and assumptions is not exhaustive. Forward-looking statements are not guarantees of future performance. Events or circumstances could cause the Company's actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Readers should also carefully consider the matters discussed under "Risk Factors" in the Company's Annual Information Form. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors, whether as a result of new information or future events or otherwise, except as may be required under applicable laws.


BREAKWATER RESOURCES LTD.
Consolidated Balance Sheets

(Expressed in thousands of Canadian dollars)
(Unaudited)
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                                                September 30, December 31,
                                                         2007         2006
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Assets

Current
Cash and cash equivalents                              80,882       81,412
Restricted cash                                           629        1,221
Short-term investments                                  8,274        4,120
Accounts receivable - concentrate                       4,065       12,687
Other receivables                                      15,673       12,676
Concentrate inventory                                  76,822       43,686
Materials and supplies inventory                       27,239       22,904
Prepaid expenses and other current assets              10,089        4,029
Future income tax assets                               16,762       14,745
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Total current assets                                  240,435      197,480

Future income tax assets, long-term                    14,110       13,440
Reclamation deposits                                   13,500       13,500
Mineral properties and fixed assets                   260,625      207,884
Long-term investments                                  41,928       14,704
Restricted promissory notes                            62,285       62,285
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                                                      632,883      509,293
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Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities               59,999       43,128
Provisional payments for concentrate inventory
 shipped and not priced                                54,505       24,246
Short-term debt including current portion of
 long-term debt                                           190        2,169
Income and mining taxes payable                        11,696        9,798
Current portion of reclamation, closure cost
 accruals and other environmental obligations           7,082        8,267
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Total current liabilities                             133,472       87,608

Deferred income                                         5,819        6,277
Long-term lease obligations                               305          501
Royalty obligations                                    62,479       62,479
Long-term debt                                          1,851            -
Reclamation, closure cost accruals and other
 environmental obligations                             30,164       32,293
Employee future benefits                                3,304        4,493
Future income tax liabilities                           6,062        7,089
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Total liabilities                                     243,456      200,740
Shareholders' equity                                  389,427      308,553
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                                                      632,883      509,293
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BREAKWATER RESOURCES LTD.
Consolidated Statements of Operations and Retained Earnings (Deficit)
(Expressed in thousands of Canadian dollars except share and per share
amounts)
(Unaudited)
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                                    Three Months Ended   Nine Months Ended
For the periods ended September 30     2007       2006     2007       2006
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                                             (restated)          (restated)
Gross sales revenue                  87,532    112,037  268,880    293,897
Treatment and marketing costs        22,036     29,380   67,267     79,769
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Net revenue                          65,496     82,657  201,613    214,128
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Operating costs
Direct operating costs               33,895     34,894   87,675     97,885
Depreciation and depletion            3,802      3,384   11,946     11,319
Reclamation and closure costs         1,002        866    2,724      2,751
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                                     38,699     39,144  102,345    111,955
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Contribution from mining activities  26,797     43,513   99,268    102,173
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Other expenses (income)
General and administrative            4,013      3,203   11,407     10,419
Interest and financing                  975      1,071    3,108      4,009
Investment and other income          (4,919)    (1,933) (11,561)    (5,236)
Other                                 3,336       (197)   9,965        403
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                                      3,405      2,144   12,919      9,595
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Earnings before the following:       23,392     41,369   86,349     92,578
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Exploration expenses                  5,284      2,584   10,875      7,075
Other non-producing property costs      546    (12,867)   1,452    (10,200)
Income and mining tax provision
 (recovery)                           9,788     12,468   12,279    (10,407)
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                                     15,618      2,185   24,606    (13,532)
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Net earnings                          7,774     39,184   61,743    106,110
Retained earnings (deficit),
 beginning of period                199,470     50,191  139,795   (189,663)
Changes in accounting policy              -          -    5,706          -
Reduction of stated share capital
 and contributed surplus                  -          -        -    172,928
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Retained earnings, end of period    207,244     89,375  207,244     89,375
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Basic earnings per Common Share        0.02       0.10     0.15       0.28
Diluted earnings per Common Share      0.02       0.09     0.14       0.25
Basic weighted-average number of
 Common Shares outstanding (000's)  418,693    384,335  411,038    383,323
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BREAKWATER RESOURCES LTD.
Consolidated Statement of Accumulated Other Comprehensive Income (Loss)
(Expressed in thousands of Canadian dollars)
(Unaudited)
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For the nine month period ended September 30                         2007
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Accumulated other comprehensive income, beginning of period        11,980
Reclassification of cumulative translation adjustments             (7,689)
Other comprehensive loss                                           (8,753)
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Accumulated other comprehensive loss, end of period                (4,462)
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BREAKWATER RESOURCES LTD.
Consolidated Statements of Other Comprehensive Income
(Expressed in thousands of Canadian dollars)
(Unaudited)
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                                                 Three Months  Nine Months
                                                        Ended        Ended
For the periods ended September 30                       2007         2007
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Net earnings                                            7,774       61,743
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Other comprehensive income (loss), net of income
 taxes:
 Unrealized losses on translating financial
  statements of self sustaining foreign
  operations                                           (4,636)      (9,573)
 Unrealized loss on short-term available-for-sale
  securities, net of income tax provision of
  $63,000 (3 months - $22,000)                           (112)        (322)
 Unrealized gain on long-term available-for-sale
  securities, net of income tax provision of
  $226,000 (3 months - $139,000)                          698        1,142
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Other comprehensive loss, net of income taxes          (4,050)      (8,753)
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Comprehensive income
                                                        3,724       52,990
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BREAKWATER RESOURCES LTD.
Consolidated Statements of Cash Flow
(Expressed in thousands of Canadian dollars)
(Unaudited)
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                                    Three Months Ended   Nine Months Ended
For the periods ended September 30     2007       2006     2007       2006
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Operating Activities                         (restated)          (restated)
Net earnings                          7,774     39,184   61,743    106,110
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Items not affecting cash:
 Depreciation and depletion           3,802      3,384   11,946     11,319
 Gain on sale of investment               -          -     (306)         -
 Gain on sale of property                 -    (13,818)       -    (13,818)
 Unrealized gain on investments      (3,098)      (276)  (8,333)         -
 Other non-cash items                   319       (713)     116       (475)
 Stock-based compensation               617        182    1,698      1,201
 Issue of Common Shares to settle
  litigation                              -          -        -        848
 Unrealized deferred income            (152)      (152)    (458)      (458)
 Future income taxes                  2,957      9,720   (3,832)   (14,966)
 Reclamation, closure cost accruals
  and other environmental
  obligations                         1,002        866    2,724      2,751
 Employee future benefits               372        636    1,138      1,523
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                                      5,819       (171)   4,693    (12,075)
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Payment of reclamation, closure cost
 accruals and other environmental
 obligations                         (2,701)    (2,137)  (5,078)    (5,858)
Payment of employee future benefits    (815)      (764)  (2,327)    (2,254)
Changes in non-cash working capital
 items                               (3,158)     4,173   17,443     24,131
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Net cash provided by operating
 activities                           6,919     40,285   76,474    110,054
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Investing Activities
Reclamation deposits                      -      5,952        -     (6,727)
Short-term investments               (6,088)    (2,341)  (5,055)       (36)
Mineral properties and fixed assets (23,980)   (20,961) (81,016)   (48,329)
Proceeds from sale of fixed assets        -         86      290        294
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Net cash used in investing
 activities                         (30,068)   (17,264) (85,781)   (54,798)
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Financing Activities
Decrease in restricted cash             425      2,474      592      2,251
Issue of Common Shares for cash         725         75    8,502      1,065
Deferred financing fees                   -          -        -       (223)
Decrease in long-term lease
 obligations                            (53)         -     (196)      (248)
Increase (decrease) in short-term
 debt                                     4     (2,492)    (121)   (13,417)
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Net cash provided by (used in)
 financing activities                 1,101         57    8,777    (10,572)
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Net (decrease) increase in cash
 during the period                  (22,048)    23,078     (530)    44,684
Cash and cash equivalents, beginning
 of period                          102,930     40,355   81,412     18,749
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Cash and cash equivalents, end of
 period                              80,882     63,433   80,882     63,433
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Supplemental Information
 Cash interest paid                      26         47      261        630
 Cash income and mining taxes paid    6,052         82   18,344        425
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Contacts:
Breakwater Resources Ltd.
Dave Langille
Vice President, Finance and Chief Financial Officer
(416) 363-4798 Ext. 236

Breakwater Resources Ltd.
Ann Wilkinson
Vice President, Investor Relations
(416) 363-4798 Ext. 277
Website: www.breakwater.ca
Breakwater Resources Ltd