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Breakwater Resources Ltd.'s 2008 Third Quarter Financial and Operating Results

10/30/2008


TORONTO, ONTARIO -- (MARKET WIRE) -- 10/30/08 -- Breakwater Resources Ltd. (TSX: BWR) reports the financial and operating results for the three and nine month periods ended September 30, 2008. The reporting currency is Canadian dollars ("C$" or "$") and all amounts disclosed are in Canadian dollars unless otherwise indicated.

The unaudited interim consolidated financial statements of the Company for the three and nine months ended September 30, 2008 and 2007 were prepared in accordance with GAAP applicable to a going concern which assume that the Company will realize its assets, discharge its liabilities and meet its future obligations in the normal course of business. Accordingly, the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2008 and 2007 do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

While the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2008 and 2007 were prepared on the basis of accounting principles applicable to a going concern, certain market conditions, including falling metal prices and higher operating costs, cast substantial doubt upon the validity of this assumption. For the period ended September 30, 2008 the Company incurred a loss of $34.9 million, and had a cash outflow of $6.2 million from operations. The Company had working capital of $48.8 million at September 30, 2008.

The Company's ability to continue its operations in the normal course of business is dependent upon its ability to achieve and sustain profitable operations. Alternatively, the Company is dependent on continued support from shareholders and creditors. It is not possible to determine with any certainty the success and adequacy of these initiatives.

The unaudited interim consolidated financial statements for the three and nine months ended September 30, 2008 and 2007 do not give effect to adjustments to the carrying values of assets and liabilities and the reported revenues and expenses and balance sheet classifications that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

On October 28, 2008, Breakwater announced that it would temporarily suspend operations at both the Langlois mine in Quebec, Canada and the Myra Falls mine in British Columbia, Canada. This decision was precipitated by the decline in commodity prices and the general deterioration of the short-term economic outlook globally, which have mitigated the overall operational improvements in production and costs at both mines. This action enables the Company to retain zinc assets that will be mined in the future when the zinc market returns to levels that more accurately reflect underlying supply and demand fundamentals. Temporary layoffs and the reduction in workforces at both operations will proceed over the next days and weeks with certain mining and milling activities continuing in the interim. The Company will continue to closely monitor economic and market conditions and will take appropriate actions in the best interest of the Company, its employees and its shareholders.

The Company is a mining, exploration and development company which produces zinc, copper, lead and gold concentrates. The Company's concentrate production is derived from mines located in Canada, Chile and Honduras. The Langlois mine, located in Canada, began production in November 2006 and commenced commercial production for accounting purposes on July 1, 2007. The start-up of the Langlois mine affects all aspects of the Company's financial results which makes comparisons between periods difficult.

HIGHLIGHTS

The Company realized a net loss of $36.1 million or $0.08 per share in the third quarter of 2008 compared with net earnings of $7.8 million or $0.02 per share in the third quarter of 2007. The main items affecting the decrease in net earnings quarter over quarter were:

- $13.5 million higher gross sales revenue primarily due to the impact of Langlois sales, higher concentrate sales at Mochito and Myra Falls and higher prices for gold and silver partially offset by a 43% reduction in the realized zinc price

- Sales of concentrate in the third quarter of 2008 increased 73% to 87,978 tonnes of which Langlois sold 23,078 more tonnes while Mochito and Myra Falls sold 8,791 and 5,492 more tonnes respectively

- $21.1 million higher direct operating costs primarily due to increased concentrate sales and higher costs for fuel, labour and supplies

- A loss of $11.0 million on the write-down, at September 30, 2008, of the carrying value of a 20% interest in the mineral properties and fixed assets at Caribou of $9.1 million

- An increase of $10.4 million in the income tax provision due primarily to $14.6 million and $1.6 million increases in the income tax provisions at Langlois and Myra Falls respectively related to write-offs of future tax assets partially offset by an aggregate decrease in the tax provisions for Mochito and Toqui of $5.4 million

- An increase of $3.6 million in investment and other income primarily due to a decrease of $0.3 million for interest and dividends partially offset by an unrealized gain on the marking to market of certain investments of $1.8 million

Concentrate produced in the third quarter of 2008 increased by 22% to 89,514 tonnes largely due to increased production at Langlois and Myra Falls.

The Company estimated that inventories shipped but not recognized for revenue purposes at September 30, 2008 had earnings before tax of $2.9 million on 40,041 tonnes of concentrate compared with earnings before tax of $8.4 million on 51,100 tonnes of concentrate at December 31, 2007.

The carrying values of the Company's wholly-owned mines are tested for impairment when conditions warrant. In view of the current market volatility, the Company has reviewed all of its wholly-owned mines for impairment using long-term prices and exchange rates and has concluded no impairment exists. The Company will continue to monitor these assets for impairment (please see the Accounting Policies and Critical Accounting Estimates section of this news release for a description of the impairment tests).

OUTLOOK

Mochito

Based on current market conditions, the Company is focusing its efforts on those activities necessary to maintain a safe and productive mine. Capital expenditures not required for safety and environmental initiatives have been curtailed. The mine rehabilitation program, commenced to address ground control problems experienced late in 2007 and in the first few months of 2008, continued with the installation of improved ground support media throughout the mine. This initiative is expected to be completed in the fourth quarter. The Company expects production to be below our original guidance by approximately 5% for zinc and silver and by approximately 23% for lead.

Construction work to increase the capacity of the Pozo Azul tailings facility is largely complete. Pozo Azul is expected to provide ample capacity while repairs to the Soledad facility are performed with completion anticipated late in 2009.

Toqui

The mill capital cost portion of a prefeasibility study was received late in the second quarter and the estimated capital cost was significantly higher than originally expected. The study examined the economics related to a new concentrator installation to process 3,000 tonnes per day which would essentially double the current mill capacity. Several lower cost alternatives were evaluated in the third quarter of 2008 including installing the grinding mills from Bougrine in Tunisia. Similar to Mochito, efforts will focus on maintaining a safe and productive mine with all other activities curtailed.

A study to increase Toqui's hydro generation capacity is ongoing with engineering for a third turbine and application for additional water rights being investigating.

Due to delays in commissioning the lead circuit the Company expects Toqui's production to vary from prior guidance with zinc production to be within three percent, lead production up to 30% below and gold production to be almost double.

STATEMENT OF OPERATIONS REVIEW - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

Gross Sales Revenue

Sales of concentrate fluctuate period to period due to production levels, shipping volumes, ship schedules, price determination terms, and risk and title transfer terms with the Company's various customers. The Company has a relatively conservative revenue recognition policy (see below) and the recognition of sales can be as much as six months after the date of concentrate production. The Company's sales are primarily denominated in United States dollars ("US$").


                                          Third Quarter   First Nine Months
Concentrate Sold (tonnes)                2008      2007      2008      2007
---------------------------------------------------------------------------
Zinc
 Mochito                               18,251     9,472    41,389    30,626
 Toqui                                 10,185    13,768    56,870    41,583
 Myra Falls                            19,574    14,154    47,164    34,283
 Langlois(1)                           22,310     2,255    52,652     2,255
---------------------------------------------------------------------------
                                       70,320    39,649   198,075   108,747
---------------------------------------------------------------------------
Copper
 Myra Falls                             4,737     4,665    14,064    15,223
 Langlois(1)                            3,462       439     7,666       439
---------------------------------------------------------------------------
                                        8,199     5,104    21,730    15,662
---------------------------------------------------------------------------
Lead
 Mochito                                4,720     4,708    14,059    14,176
 Toqui                                  3,323         -     4,741         -
---------------------------------------------------------------------------
                                        8,043     4,708    18,800    14,176
---------------------------------------------------------------------------
Gold
 Toqui                                  1,416     1,287     3,702     3,047
 Myra Falls                                 -         -         -         3
---------------------------------------------------------------------------
                                        1,416     1,287     3,702     3,050
---------------------------------------------------------------------------
All Metals                             87,978    50,748   242,307   141,635
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(1) Langlois entered commercial production on July 1, 2007. Net cash flow
    from concentrate produced at Langlois prior to July 1, 2007 reduced
    preproduction capital expenditures.



                                   Third Quarter 2008
---------------------------------------------------------------------
              Concentrate                     Realized    Gross sales
                     sold       Payable        price(1)       revenue
                  (tonnes)      metal(1)          (US$)      (US$000s)
---------------------------------------------------------------------
Zinc               70,320        31,302          1,830         57,291
Copper              8,199         1,633          7,299         11,919
Lead                8,043         4,487          1,886          8,461
Gold(2)             1,416         9,082            871          7,907
Silver                n.a.      721,539          15.46         11,152
Other(3)              n.a.                                       (137)
              -----------                                 -----------
                   87,978
              -----------
              -----------
                                                               96,593
                                                               1.0457
                                                          -----------
                                                              101,004
                                                          -----------
                                                          -----------


                                   Third Quarter 2007
---------------------------------------------------------------------
              Concentrate                     Realized    Gross sales
                     sold       Payable        price(1)       revenue
                  (tonnes)      metal(1)          (US$)      (US$000s)
---------------------------------------------------------------------
Zinc               39,649        16,891          3,200         54,054
Copper              5,104         1,059          7,609          8,058
Lead                4,708         2,900          3,231          9,370
Gold(2)             1,287         8,986            674          6,053
Silver                n.a.      517,161          12.97          6,706
Other(3)              n.a.                                        139
              -----------                                 -----------
                   50,748
              -----------
              -----------
                                                               84,380
                                                               1.0374
                                                          -----------
                                                               87,532
                                                          -----------
                                                          -----------
(1) Payable metal and realized prices for zinc, copper and lead are
    per tonne and for gold and silver are per ounce.
(2) Gold concentrate sales are principally from Toqui, while payable
    metal is from all operations except Mochito.
(3) Other gross sales revenue represents revaluations of prior period
    concentrate receivables.

Concentrate sold increased 73% in the three month period ended September 30, 2008 (the "third quarter of 2008") compared with the three month period ended September 30, 2007 (the "third quarter of 2007"). The 37,230 tonne increase was due to significantly greater sales at Langlois, higher sales at Mochito and at Myra Falls and higher lead sales at Toqui. These increases were partially offset by fewer tonnes of zinc concentrate sold at Toqui.

In payable metal terms, sales of all metals increased in the third quarter of 2008 over the same period in 2007. Sales of zinc rose by 85% while lead, copper and silver increased by 55%, 54% and 40% respectively. Gold sales rose by a modest 1%. Zinc and lead prices realized, denominated in US$, fell dramatically. In percentage terms, the price of zinc dropped 43% while lead dropped 42%. Copper prices realized decreased by 4% while gold and silver prices realized rose by 29% and 19% respectively.

Gross sales revenue increased by US$12.2 million or 14% in the third quarter of 2008. The C$ was, on average, only slightly weaker quarter over quarter with a significant weakening of the C$ occurring after the end of the reporting period. In C$ terms, gross sales revenue increased by $13.5 million or 15%.

The Company's revenue recognition policy requires that, among other things, final pricing of concentrate inventories be known prior to the recognition of revenue. Using commodity prices and exchanges rates prevailing at September 30, 2008, the following schedule provides details regarding inventories shipped but not recognized for revenue purposes and the related provisional payments.


                                                                   Weighted-
       Concen-  Net Smelter Inventory      Earnings Provisional     average
        trate        return     value  before taxes    payments   months to
         (DMT)      ($000's)  ($000's)      ($000's)    ($000's) settlement
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Zinc   29,261        12,969    11,814         1,155      13,685         1.5
Copper  7,940        13,923    13,923             -      16,971         1.6
Lead    1,895         3,298     2,756           542       3,126         1.0
Gold      945         2,827     1,606         1,221       1,885         1.5
---------------------------------------------------------------------------
       40,041        33,017    30,099         2,918      35,667
---------------------------------------------------------------------------

As at September 30, 2007, the Company estimated that inventories shipped but not recognized for revenue purposes had earnings before tax of $29.4 million consisting of $71.2 million of net smelter return less $41.8 million of inventory value on 70,519 tonnes of concentrate.

The following table provides the average base and precious metal prices and exchange rates for the periods indicated.


Average Metal Prices & Foreign Exchange   Third Quarter   First Nine Months
Rate
                                         2008      2007      2008      2007
---------------------------------------------------------------------------
Zinc (US$/tonne)                        1,770     3,228     2,105     3,449
Copper (US$/tonne)                      7,680     7,707     7,973     7,092
Lead (US$/tonne)                        1,912     3,143     2,373     2,367
Gold (US$/ounce)                          869       680       898       666
Silver (US$/ounce)                      15.03     12.70     16.63     13.12
C$/US$ exchange rate                   1.0417    1.0448    1.0188    1.1044
---------------------------------------------------------------------------

Treatment and Marketing Costs

Treatment and marketing costs increased by 54% to $33.9 million in the third quarter of 2008 at the same time 73% more tonnes of concentrate were sold. Treatment and marketing costs were 34% of gross sales revenue in the third quarter of 2008 up from 25% in the same period in 2007. The increase in aggregate treatment charges was primarily due to the impact of increased sales at Langlois, Mochito, Myra Falls and to a lesser extent Toqui, higher base zinc treatment charges and higher shipping costs partially offset by lower zinc prices. Also refer to each mine's financial results section in this news release.

Direct Operating Costs

Direct operating costs were 62% higher in the third quarter of 2008 at $55.0 million. The increased costs were primarily due to the impact of greater concentrate sales at Langlois, Mochito and Myra Falls. Also see details of direct operating costs under each mine's financial results section in this news release.

Depreciation and Depletion

Depreciation and depletion rose by $10.1 million quarter over quarter. Langlois, which commenced commercial production effective July 1, 2007, was primarily responsible for the increase with depreciation and depletion of $7.4 million in the third quarter of 2008 compared with $0.6 million in the same period of 2007. The impact of more tonnes of concentrate sold at Mochito and Myra Falls also had an affect.

General and Administrative

General and administrative expenses decreased by 8% to $3.7 million in the third quarter of 2008. The decrease was primarily due to lower corporate development expenses and reduced travel expenses partially offset by higher salaries.

Investment and Other Income

Investment and other income increased by $3.6 million to $8.5 million primarily due to a decrease of $0.3 million for interest and dividends both of which were partially offset by an unrealized gain on the marking to market of certain investments of $1.8 million.

Foreign Exchange and Other

Foreign exchange and other was a gain of $0.7 million in the third quarter of 2008 compared with a loss of $3.3 million in 2007. The $4.0 million change was primarily due to the impact of the appreciation of the Canadian dollar on high US$ cash balances in 2007 and fluctuations of the Chilean peso exchange rate versus the US$ in 2008 and 2007.

Exploration

Exploration expenses decreased by $0.4 million in the third quarter of 2008 primarily due to the reduction in activity at all mines partially offset by the Company's obligations to its joint ventures.

Refer to the exploration section of each mine and the projects section for details of the exploration activities in 2008 and to Note 1 of the Company's 2007 audited consolidated financial statements for the accounting treatment of exploration expenditures.


Exploration Expenses                      Third Quarter   First Nine Months
---------------------------------------------------------------------------
($ millions)                             2008      2007      2008      2007
---------------------------------------------------------------------------
Mochito                                   0.8       1.1       1.8       2.3
Toqui                                     0.1       0.4       0.8       2.5
Myra Falls                                0.1       1.2       1.0       3.0
Langlois                                  0.9       2.5       3.6       2.5
Non-operating                             0.0       0.1       0.4       0.6
Corporate                                 3.0       0.0       6.2       0.0
---------------------------------------------------------------------------
Total                                     4.9       5.3      13.8      10.9
---------------------------------------------------------------------------

Write-down of Mineral Properties

On August 29, 2008, the Company exercised its right to convert an unsecured subordinated convertible debenture from Blue Note Metals Inc. ("Blue Note") to a 20% interest in the mineral properties and mine facilities which comprise the Caribou and Restigouche mines ("20% interest"). At September 30, 2008, based on the estimated undiscounted cash flow for the fair value of the 20% interest and the prevailing market conditions the investment was deemed to be impaired and was written off.

Income and Mining Tax Provision

In the third quarter of 2008 the Company recorded an income and mining tax provision of $20.2 million compared with $9.8 million in the third quarter of 2007. The $10.4 million increase was primarily due to the write-down, in the third quarter of 2008, of $13.7 million and $5.3 million of future tax assets at Langlois and Myra Falls respectively partially offset by reduced tax provisions of $3.8 million and $1.5 million at Mochito and Toqui respectively and a $3.7 million write-down of the Myra Falls future tax asset in the third quarter of 2007.

LIQUIDITY AND FINANCIAL POSITION REVIEW

Working Capital

Working capital at September 30, 2008 was $48.8 million compared with $82.6 million at December 31, 2007, a decrease of $33.8 million.

Current Assets

Total current assets decreased by $60.1 million to $133.5 million as at September 30, 2008 compared with $193.6 million at December 31, 2007. The main components of current asset change were:

- Cash and cash equivalents decreased by $47.0 million reflecting lower cash flow from operating activities, expenditures on mineral properties and fixed assets and changes in working capital as described in this section and in the current liabilities section below

- Other receivables decreased by $9.2 million primarily due to a reduction of $10.4 million of interest receivable under the Red Mile transactions to fund an equivalent royalty payable. Also see accounts payable and accrued liabilities below

- Materials and supplies inventory increased by $7.0 million primarily due to US$2.9 million and US$1.4 million increases at Mochito and Toqui respectively and the impact of a weaker Canadian dollar

- Short-term investments decreased by $6.3 million primarily due to the sale of certain equity investments and unrealized losses on equity investments held

Current Liabilities

Current liabilities decreased by $26.4 million to $84.6 million at September 30, 2008 compared with $111.0 million at December 31, 2007. The main components of the current liabilities changes were:

- Accounts payable and accrued liabilities decreased by $24.1 million primarily due to a reduction of $10.4 million of royalty payable under the Red Mile transactions funded by an equivalent interest receivable (see other receivables above), reduction in trade payables, a $3.4 million reduction in provisional payments returnable to customers and decreased payroll payable partially offset by $1.2 million increased accrued severance at Myra Falls and $1.1 million of increased accrued freight costs

- Income and mining taxes payable decreased by $7.6 million primarily due to decreased payables of $5.6 million and $2.3 million at Mochito and Toqui respectively

Provisional payments for concentrate inventory shipped and not priced are based on prices prevailing on the date of payment. Recognition of sales can be as much as six months after the date of concentrate production based on contract terms. In the event that prices deteriorate significantly, a portion of the provisional payment may have to be repaid to the customer.

Long-term Investments

At September 30, 2008, long-term investments were nil compared with $32.9 million at December 31, 2007. The decrease was due to sales of certain equities and the conversion, sale and write-off of debentures.

Restricted Reclamation Investments

At September 30, 2008 and December 31, 2007, the Company had restricted reclamation investments of $34.1 million and $33.5 million respectively. Restricted reclamation investments of $13.5 million and $20.6 million are held under a safe keeping agreement and a trust indenture respectively to fund future reclamation requirements at Myra Falls.

Restricted Promissory Note

The Company held two restricted promissory notes at September 30, 2008 and December 31, 2007 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 Financial Report filed on SEDAR or available at

the Company's website at www.breakwater.ca.

Royalty Obligations

The royalty obligations of $62.5 million at September 30, 2008 relate to the royalty amounts received from the 2004 and 2005 Red Mile transactions. The $20.0 million reduction in royalty obligations was due to shares issued to acquire a 3% net smelter return interest at Myra Falls, in the second quarter of 2008. See restricted promissory note and restricted reclamation investments 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. At September 30, 2008, total accrued reclamation and closure costs were $39.4 million compared with $39.7 million at December 31, 2007.

Of the $39.4 million, $6.9 million is classified as current and is expected to be spent over the next 12 months at Nanisivik, Bouchard-Hebert, Bougrine and Myra Falls. The Company incurred expenditures of $1.3 million in reclamation and closure costs in the third quarter of 2008 compared with $2.7 million in the third quarter of 2007. During the third quarter of 2008, a provision for the reclamation and closure costs at Bouchard-Hebert was increased by $1.1 million. As there is currently no law, regulation or contract in Honduras related to reclamation and closure costs, GAAP does not permit the Company to set up a liability for reclamation at the Mochito mine.


Reclamation and Closure Cost Accrual at September 30, 2008
($ millions)              Current              Long-term              Total
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Myra Falls                    1.8                   26.7               28.5
Mochito(1)                    0.0                    1.3                1.3
Toqui                         0.0                    2.6                2.6
Langlois                      0.0                    1.1                1.1
Bouchard-Hebert               2.2                    0.1                2.3
Nanisivik                     2.4                    0.4                2.8
Bougrine                      0.5                    0.3                0.8
---------------------------------------------------------------------------
Total                         6.9                   32.5               39.4
---------------------------------------------------------------------------
(1) Reclamation and closure cost accruals for Mochito relate to accrued
    severances.

Shareholders' Equity

Shareholders' equity at September 30, 2008 was $348.8 million compared with $364.4 million at December 31, 2007. The decrease of $15.6 million was primarily due to a net loss of $34.9 million, the issuance of 7.0 million Common Shares on the acquisition of Metco and the issuance of approximately 13.5 million Common Shares on the acquisition of a 3% royalty at Myra Falls partially offset by the renunciation of $2.2 million of flow-through share value and $7.0 million other comprehensive loss.


                                                             Other    Total
                                          Contri-           compre-   share-
Shareholders' Equity    Capital            buted Retained  hensive   olders'
($000's)                  Stock Warrants surplus earnings   income   equity
---------------------------------------------------------------------------
---------------------------------------------------------------------------
As at December 31,
 2007                   188,726    8,540   2,029  168,908   (3,817) 364,386
Shares issued on acqui-
 sition of Metco, net
 of expenses              7,264        -       -        -        -    7,264
Share issued on acqui-
 sition of the Myra
 Falls royalty, net
 of expenses             18,146        -   1,820        -        -   19,966
Value ascribed to
 options exercised
 under stock-based
 compensation                15        -     (15)       -        -        -
Adjustment to flow
 through share costs        (27)       -       -        -        -      (27)
Renunciation of flow
 through share value     (2,160)       -       -        -        -   (2,160)
Exercise of warrants          8       (2)      -        -        -        6
Employee share option
 plan - proceeds of
 options exercised           26        -       -        -        -       26
Employee share purchase
 plan                       279        -       -        -        -      279
Stock-based compen-
 sation                       -        -     901        -        -      901
Other comprehensive
 loss                         -        -       -        -   (6,952)  (6,952)
Net loss                      -        -       -  (34,854)       -  (34,854)
---------------------------------------------------------------------------
As at September 30,
 2008                   212,277    8,538   4,735  134,054  (10,769) 348,835
---------------------------------------------------------------------------

In the first nine months of 2008, the Company issued the following Common Shares: 7,000,000 on the acquisition of Metco; 13,518,739 on the acquisition of the Myra Falls royalty; 6,480 on exercise of warrants; 46,667 following the exercise of employee share options and 235,453 pursuant to the Company's employee share purchase plan.

Capital Expenditures

The Company invested $65.2 million in mineral properties and fixed assets in the first nine months of 2008. At mining operations, $19.8 million, $17.8 million, $3.3 million and $23.3 million were spent at Mochito, Toqui, Myra Falls and Langlois respectively. For details of these expenditures, please refer to the financial results discussion for each mine. Corporate capital expenditures of $1.1 million primarily related to $2.4 million of earn-in payments made on joint venture properties in Quebec including Trieste, Gayote, Gatineau, Weedon and Kaminak offset by a tax credit of $1.4 million received related to Coulon.

Financial Capability

The unaudited interim consolidated financial statements of the Company for the three and nine months ended September 30, 2008 and 2007 were prepared in accordance with GAAP applicable to a going concern which assume that the Company will realize its assets, discharge its liabilities and meet its future obligations in the normal course of business. Accordingly the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2008 and 2007 do not include any adjustments to the recoverability and reclassification of recorded assets, or the amounts or classification of liabilities, that might be necessary should the Company be unable to continue as a going concern.

While the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2008 and 2007 were prepared on the basis of accounting principles applicable to a going concern, certain market conditions including falling metal prices and higher operating costs cast substantial doubt upon the validity of this assumption. For the period ended September 30, 2008, the Company incurred a loss of $34.9 million, and had a cash outflow of $6.1 million from operations. The Company had working capital of $48.8 million at September 30, 2008.

The Company's ability to continue its operations in the normal course of business is dependent upon its ability to achieve and sustain profitable operations. Alternatively, the Company is dependent on continued support from shareholders and creditors. It is not possible to determine with any certainty the success and adequacy of these initiatives.

The unaudited interim consolidated financial statements for the three and nine months ended September 30, 2008 and 2007 do not give effect to adjustments to the carrying values of assets and liabilities and the reported revenues and expenses and balance sheet classifications that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

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.


                                          Third Quarter   First Nine Months
All Mines                                2008      2007      2008      2007
---------------------------------------------------------------------------
Ore Milled (tonnes)                   596,713   569,923 1,786,013 1,709,639
 Zinc (%)                                 7.4       6.3       6.7       5.9

Concentrate Production (tonnes)
Zinc:
  Mochito                              14,191    14,274    41,559    44,549
  Toqui                                16,243    16,711    49,523    47,509
  Myra Falls                           17,539    12,881    51,890    43,379
  Langlois(1)                          26,561    17,874    60,693    40,249
---------------------------------------------------------------------------
                                       74,534    61,740   203,665   175,686
---------------------------------------------------------------------------
Copper:
  Myra Falls                            4,495     4,422    17,530    19,356
  Langlois(1)                           3,940     2,315     9,186     4,432
---------------------------------------------------------------------------
                                        8,435     6,737    26,716    23,788
---------------------------------------------------------------------------
Lead:
  Mochito                               4,912     3,259    13,922    11,943
  Toqui                                 1,362         -     4,202         -
---------------------------------------------------------------------------
                                        6,274     3,259    18,124    11,943
---------------------------------------------------------------------------
Gold:
  Toqui                                   271     1,386     1,346     4,196
---------------------------------------------------------------------------
Total                                  89,514    73,122   249,851   215,613
---------------------------------------------------------------------------
C$ operating costs, production
 basis ($000s)                         48,555    47,792   158,841   116,748
C$ operating cost per tonne
 milled (production basis)                 81        84        89        77

(1) First concentrate shipped November 2006 and considered to be at
    commercial production levels effective July 1, 2007.

The table below provides the Company's metal contained in concentrate produced, before smelting deductions, for periods presented.


Metal in Concentrate      Third Quarter              First Nine Months
                         2008    2007       %       2008       2007        %
                       -----------------------------------------------------
Zinc (tonnes)
 Mochito                7,594   7,551    0.6%     21,992     23,094    -4.8%
 Toqui                  8,064   8,278   -2.6%     24,474     23,469     4.3%
 Myra Falls             9,615   6,818   41.0%     28,103     22,686    23.9%
 Langlois(1)           14,366   9,464   51.8%     32,574     20,995    55.2%
                      ---------------          --------------------
                       39,639  32,111   23.4%    107,143     90,244    18.7%
                      ---------------          --------------------
Copper (tonnes)
 Myra Falls             1,057     958   10.3%      4,129      4,347    -5.0%
 Langlois(1)              742     465   59.6%      1,713        912    87.8%
                      ---------------          --------------------
                        1,799   1,423   26.4%      5,842      5,259    11.1%
                      ---------------          --------------------
Lead (tonnes)
 Mochito                3,315   2,108   57.3%      9,240      7,904    16.9%
 Toqui                    763       -      -       2,126          -       -
                      ---------------          --------------------
                        4,078   2,108   93.5%     11,366      7,904    43.8%
                      ---------------          --------------------
Gold (ounces)
 Toqui                  3,718   7,811  -52.4%     13,327     28,233   -52.8%
 Myra Falls             2,996   3,782  -20.8%     11,124     15,190   -26.8%
 Langlois                 494     304  -59.2%      1,227        604  -103.1%
                      ---------------          --------------------
                        7,208  11,897  -39.4%     25,678     44,027   -41.7%
                      ---------------          --------------------
Silver (ounces)
 Mochito              479,617 425,622   12.7%  1,462,986  1,333,837     9.7%
 Toqui                 84,048  42,912   95.9%    248,558     92,384   169.0%
 Myra Falls           159,760 162,387   -1.6%    526,331    677,970   -22.4%
 Langlois(1)           88,905  48,876   81.9%    255,439    107,924   136.7%
                      ---------------          --------------------
                      812,330 679,797   19.5%  2,493,314  2,212,115    12.7%
                      ---------------          --------------------
(1) First concentrate shipped November 2006 and considered to be at
    commercial production levels effective July 1, 2007.

Aggregate production of zinc in concentrate increased by 23% in the third quarter of 2008 due to higher production volumes at Myra Falls and Langlois. Production of copper in concentrate increased 26% for the same reason. Lead in concentrate rose 93% due to the production of lead from Toqui as well as increased production from Mochito. Gold in concentrate decreased 39% in the third quarter of 2008 due to a reduction in the amount of material coming from the gold-rich Aserradero deposit at Toqui together with a drop in gold production at Myra Falls. Silver in concentrate increased 19% quarter over quarter due to higher grades at Mochito, proportionately more material mined from the silver-rich Concordia deposit at Toqui and increased throughput at Langlois offset by fewer tonnes milled at Myra Falls at higher silver grades.

Mochito

(i) Mochito Financial Results


                                          Third Quarter   First Nine Months
                                       ------------------------------------
                                         2008      2007      2008      2007
                                       ------------------------------------
Gross sales revenue                    27,009    30,654    78,185    92,186
Treatment and marketing costs          (8,546)   (5,598)  (22,045)  (13,362)
                                       ------------------------------------
Net revenue                            18,463    25,056    56,140    78,824
Direct operating costs                (10,503)   (6,538)  (27,154)  (18,950)
Depreciation and depletion             (2,504)     (798)   (6,283)   (2,717)
Reclamation and closure costs            (391)     (323)     (925)     (744)
                                       ------------------------------------
Contribution from mining activities     5,065    17,397    21,778    56,413
Exploration                              (821)   (1,073)   (1,788)   (2,276)
                                       ------------------------------------
                                        4,244    16,324    19,990    54,137
Income and mining tax provision        (1,206)   (5,031)   (5,198)  (15,739)
                                       ------------------------------------
Net earnings                            3,038    11,293    14,792    38,398
                                       ------------------------------------
                                       ------------------------------------

Capital expenditures                    5,820     6,160    19,776    16,008
                                       ------------------------------------
                                       ------------------------------------


Revenue:

The following tables and discussion provide details of Mochito's gross
sales revenue for the periods indicated:

                                   Third Quarter 2008
---------------------------------------------------------------------
              Concentrate                     Realized    Gross sales
                     sold       Payable        price(1)       revenue
                  (tonnes)      metal(1)          (US$)      (US$000s)
---------------------------------------------------------------------
Zinc               18,251         8,044          1,782         14,332
Lead                4,720         2,910          1,891          5,502
Silver                n.a.      410,850          14.70          6,041
Other(2)              n.a.                                         47
              -----------                                 -----------
                   22,971
              -----------
              -----------
Gross sales revenue in US$                                     25,922
Exchange rate                                                  1.0419
                                                          -----------
Gross sales revenue in C$                                      27,009
                                                          -----------
                                                          -----------


                                   Third Quarter 2007
---------------------------------------------------------------------
              Concentrate                     Realized    Gross sales
                     sold       Payable        price(1)       revenue
                  (tonnes)      metal(1)          (US$)      (US$000s)
---------------------------------------------------------------------
Zinc                9,472         4,050          3,540         14,339
Lead                4,708         2,900          3,231          9,370
Silver                n.a.      451,975          12.86          5,813
Other(2)              n.a.                                       (292)
              -----------                                 -----------
                   14,180
              -----------
              -----------
Gross sales revenue in US$                                     29,230
Exchange rate                                                  1.0487
                                                          -----------
Gross sales revenue in C$                                      30,654
                                                          -----------
                                                          -----------
(1) Payable metal and realized prices for zinc and lead are per tonne
    and for silver is per ounce.
(2) Other gross sales revenue represents revaluations of prior period
    concentrate receivables.

Zinc concentrate sales virtually doubled over the third quarter of 2007 due to certain first quarter 2008 shipments of zinc concentrate being recognized as sales in the third quarter of 2008 as pricing became known while sales of lead concentrate were flat resulting in an increase of 62% in total concentrate sold. Notwithstanding the significant increase in zinc sales, total gross sales revenues in US$ terms declined by 11% due to realized zinc prices dropping by half while lead prices fell by 41%. In C$ terms gross sales revenue declined by 12%.

Expenses:

Treatment and marketing costs were higher in the third quarter of 2008 in aggregate terms due to higher zinc concentrate sales and higher freight costs. Treatment and marketing costs were $372 per tonne of concentrate sold down from $395 in the third quarter of 2007 due to the effect of de-escalators in the zinc treatment charge contracts.

Aggregate direct operating costs increased 61% primarily due to a 63% increase in tonnes of concentrate sold combined with increased fuel costs, the use of contract miners, the cost of improved ground support and additional safety initiatives. On a per tonne of concentrate sold basis, direct operating costs fell slightly to $457 from $461. Refer to the discussion of US$ operating costs on a production basis discussed in the production section below.

Exploration expenses in the third quarter of 2008 decreased by 23% to $0.8 million. Refer to the exploration section below for additional details.

Capital Expenditures:

For the first nine months of 2008, $19.8 million was spent on capital at Mochito primarily as follows: $4.8 million for mobile equipment; $3.3 million for tailings facilities; $0.4 million for electrical upgrades; $5.9 million for mine development; $1.1 million for definition drilling; $1.4 million for various infrastructure projects; and $1.3 million for capital spares.

(ii) Mochito Production

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


                                          Third Quarter   First Nine Months
                                       ------------------------------------
                                         2008      2007      2008      2007
---------------------------------------------------------------------------
Ore Milled (tonnes)                   160,427   150,031   484,762   456,434
 Zinc (%)                                 5.3       5.7       5.1       5.7
 Lead (%)                                 2.5       1.8       2.3       2.2
 Silver (g/t)                             105       101       106       105
Concentrate Production
 Zinc (tonnes)                         14,191    14,274    41,559    44,549
   Recovery (%)                          89.3      89.7      89.0      89.3
   Grade (%)                             53.5      52.8      52.9      51.8
 Lead (tonnes)                          4,912     3,259    13,922    11,943
   Recovery (%)                          82.7      79.6      82.2      79.0
   Grade (%)                             67.5      64.7      66.4      66.2
Metal in Concentrates
 Zinc (tonnes)                          7,594     7,551    21,992    23,094
 Lead (tonnes)                          3,315     2,108     9,240     7,904
 Silver (ounces)                      479,617   425,622 1,462,986 1,333,837

C$ operating costs, production
 basis ($000s)                          9,319     8,841    26,969    24,832
US$ operating costs, production
 basis ($000s)                          8,949     8,392    26,472    22,485
C$ operating cost per tonne milled
 (production basis)                        58        59        56        54
US$ operating cost per tonne milled
 (production  basis)                       56        56        55        49

While the amount of zinc in concentrate increased by 1% in the third quarter of 2008, production of lead in concentrate climbed by 57% due to 7% more tonnes milled at slightly lower zinc grades and significantly higher lead grades. The lower zinc grades were due to a number of ground control issues experienced during the first quarter, and to a lesser degree in the third quarter, which required rehabilitation of the affected areas and delayed mining of some higher zinc grade stopes. The ground rehabilitation program put in place during the first quarter continues on high priority areas with dedicated crews to complete this work.

Silver in concentrate increased by 13% due to more tonnes milled at slightly higher grades.

Operating costs on a US$ production basis increased 7% to US$8.9 million in the third quarter of 2008. The US$0.6 million increase was primarily due to: more tonnes milled; greater power consumption at higher rates; an improved, more expensive method of ground control; higher diesel costs; new reagents required to extend the capacity of Pozo Azul; and, increased safety training, supervisor training and employee benefits.

During the third quarter, programs initiated earlier in the year to increase pumping capacity, improve underground electrical power distribution and improve the ventilation system, continued.

(iii) Mochito Exploration

Exploration was focussed on delineating additional mineralization by drilling along the flanks of larger deposits from underground. The Santo Nino deposit has been extended to the east on the manto level while definition drilling continues to follow the chimney to the east on the upper levels.

Drilling on the Deep East target is encountering intersections of chimney-style mineralization and this particular chimney, named 'Victoria', is being investigated down to the manto level. Chimney style mineralization at Mochito flare out near the manto and form the large deposits for which Mochito is known.

The Yojoa manto consists of a large area of modest widths and grades situated between the Yojoa and Santo Nino deposits. Drilling is intersecting economic widths in this area which is close to existing mine workings and can be accessed with minimal development.

Surface soil sampling for 2008 is complete and the samples are being analyzed. Results are expected before the end of the year. Integration of both surface and underground programs will allow a focus on targets that are readily accessible from existing mine workings. The major trends in the Mochito mine remain strong out to the limits of existing drilling and provide excellent targets that can be tested from surface.

(iv) Mochito Outlook

Based on current market conditions, the Company is focusing all its efforts on those activities necessary to maintain a safe and productive mine. Capital expenditures not required for safety and environmental initiatives have been curtailed. The mine rehabilitation program, commenced to address ground control problems experienced late in 2007 and in the first few months of 2008, continued with the installation of improved ground support media throughout the mine. This initiative is expected to be complete in the fourth quarter. The Company expects production to be below our original guidance by approximately 5% for zinc and approximately 23% for lead.

Construction work to increase the capacity of the Pozo Azul tailings facility is largely complete. Pozo Azul is expected to provide ample capacity while repairs to the Soledad facility are performed with completion anticipated late in 2009.

Toqui

(i) Toqui Financial Results


                                          Third Quarter   First Nine Months
                                       ------------------------------------
                                         2008      2007      2008      2007
                                       ------------------------------------
Gross sales revenue                    18,190    23,970    77,292    80,390
Treatment and marketing costs          (7,683)   (8,199)  (30,922)  (29,656)
                                       ------------------------------------
Net revenue                            10,507    15,771    46,370    50,734
Direct operating costs                 (8,594)   (6,794)  (26,278)  (17,970)
Depreciation and depletion             (2,281)     (436)   (6,255)   (3,026)
Reclamation and closure costs             (36)      (67)      958      (213)
                                       ------------------------------------
Contribution from mining activities      (404)    8,474    14,795    29,525
Exploration                              (129)     (370)     (816)   (2,469)
                                       ------------------------------------
                                         (533)    8,104    13,979    27,056
Income and mining tax
 provision                               (271)   (1,816)   (2,678)   (4,975)
                                       ------------------------------------
Net (loss) earnings                      (804)    6,288    11,301    22,081
                                       ------------------------------------
                                       ------------------------------------
Capital expenditures                    3,681     7,075    17,755    17,132
                                       ------------------------------------
                                       ------------------------------------

Revenue:

The following tables and discussion provide details of Toqui's gross sales revenue for the periods indicated:


                                   Third Quarter 2008
---------------------------------------------------------------------
              Concentrate                     Realized    Gross sales
                     sold       Payable        price(1)       revenue
                  (tonnes)      metal(1)          (US$)      (US$000s)
---------------------------------------------------------------------
Zinc               10,185         4,042          1,801          7,278
Lead                3,323         1,577          1,876          2,959
Gold                1,416         6,338            863          5,472
Silver                n.a.      103,021          16.27          1,676
Other(2)              n.a.                                       (189)
              -----------                                 -----------
                   14,924
              -----------
              -----------
Gross sales revenue in US$                                     17,196
Exchange rate                                                  1.0578
                                                          -----------
Gross sales revenue in C$                                      18,190
                                                          -----------
                                                          -----------


                                   Third Quarter 2007
---------------------------------------------------------------------
              Concentrate                     Realized    Gross sales
                     sold       Payable        price(1)       revenue
                  (tonnes)      metal(1)          (US$)      (US$000s)
---------------------------------------------------------------------
Zinc               13,768         5,546          3,253         18,038
Lead                  n.a.          n.a.           n.a.           n.a.
Gold                1,287         6,834            674          4,605
Silver                n.a.          691          12.71              9
Other(2)              n.a.                                        431
              -----------                                 -----------
                   15,055
              -----------
              -----------
Gross sales revenue in US$                                     23,083
Exchange rates                                                 1.0384
                                                          -----------
Gross sales revenue in C$                                      23,970
                                                          -----------
                                                          -----------
(1) Payable metal and realized prices for zinc and lead are per tonne
    and for gold and silver are per ounce.
(2) Other gross sales revenue represents revaluations of prior period
    concentrate receivables.

Total concentrate sold in the third quarter of 2008 was only slightly lower than in the third quarter of 2007. Nonetheless the dramatic fall in zinc prices and the lower sales of zinc concentrate, only partially offset by sales of lead concentrate and higher gold and silver prices, resulted in a 26% decrease in gross sales revenue in US$ terms. The relatively stable C$/US$ exchange rate quarter over quarter resulted in a 24% decrease in gross sales revenue denominated in C$ terms.

Expenses:

Treatment and marketing costs were lower on an aggregate basis due to the slight decrease in the quantity of concentrate sold and lower zinc prices, which translate into lower treatment charges. These factors were partially offset by higher freight costs. Treatment and marketing costs dropped 5% to $515 per tonne of concentrate sold from $545 due to the reasons noted previously. As a percentage of gross sales revenue, treatment and marketing costs increased to 42% of revenue from 34% in the same period in 2007 due to the fall in revenues from the sale of less zinc at lower prices.

Direct operating costs in the third quarter of 2008 were higher than in the same period in 2007 primarily due to the Chilean peso/US$ exchange rate and higher labour and fuel costs. Direct operating costs as a percentage of gross sales revenue increased to 47% in the third quarter of 2008 from 28% in 2007 due to the fall in gross sales revenues due to the significant decline in zinc prices partially offset by higher gold and silver prices. On a cost per tonne sold basis, third quarter 2008 costs increased to $576 from $451 in 2007 principally due to the factors noted above. Refer to the discussion of US$ operating costs on a production basis in the production section below.

Depreciation and depletion costs increased in the third quarter of 2008 due to the capital investments in the operation to the end of September 2008.

Exploration expenses decreased in the third quarter of 2008 compared with the same period in 2007 due to reduced expenses related to Concordia and Porvenir. Please refer to the exploration section below for additional details.

The third quarter 2008 income and mining tax provision was $0.2 million compared with $1.8 million in the third quarter 2007 primarily due to lower operating profits.

Capital Expenditures:

Toqui capital expenditures of $17.8 million in the first nine months of 2008 consisted primarily of: $3.6 million for development of Porvenir, Concordia, Estatuas and Aserradero; $4.5 million for mine equipment and buildings; $2.3 million for capitalized exploration at Porvenir, Mina Profunda and Concordia East, $2.6 million for mill improvements including a lead flotation circuit and a thickened tailings plant study; $1.5 million for definition drilling; $0.9 million for the mill pre-feasibility study and gold gravity circuit, and; $0.7 million for a new sedimentation pond and a tailings facility management study.

(ii) Toqui Production

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


                                          Third Quarter   First Nine Months
                                       -------------------------------------
                                          2008     2007       2008     2007
----------------------- ----------------------------------------------------
Ore Milled (tonnes)                    128,673  131,123    388,486  389,593
 Zinc (%)                                  7.1      7.1        7.1      6.7
 Lead (%)                                  1.0        -        0.9        -
 Gold (g/t)                                1.4      2.3        1.5      2.8
 Silver (g/t)                               29       14         27       11
Concentrate Production
 Zinc (tonnes)                          16,243   16,711     49,523   47,509
  Recovery (%)                            88.8     90.0       89.0     90.0
  Grade (%)                               49.7     49.5       49.4     49.4
 Lead (tonnes)                           1,362        -      4,202        -
  Recovery (%)                            56.0        -       50.6        -
  Grade (%)                               60.4        -       59.9        -
 Gold (tonnes)                             271    1,386      1,346    4,196
  Recovery (%)                            51.0     47.6       54.8     55.5
  Grade (g/t)                            221.1    117.1      159.5    136.2
Metal in Concentrates
 Zinc (tonnes)                           8,064    8,278     24,474   23,469
 Lead (tonnes)                             763        -      2,126        -
 Gold (ounces)                           3,718    7,811     13,327   28,233
 Silver (ounces)                        84,048   42,912    248,558   92,384

C$ operating costs, production basis
 ($000s)                                 6,431    6,022     19,259   17,553
US$ operating costs, production basis
 ($000s)                                 6,170    5,731     18,903   15,893
C$ operating cost per tonne milled
 (production basis)                         50       46         50       45
US$ operating cost per tonne milled
 (production basis)                         48       44         49       41

Production of zinc in concentrate decreased 3% during the third quarter of 2008 compared with the same period in 2007 as slightly fewer tonnes were milled at the same grade. Silver and lead head grades increased due to the addition of Concordia material. The new lead flotation circuit expansion was operational in the third quarter of 2008 and, as expected, improved lead concentrate production.

Production continues in Concordia North and Concordia South during the third quarter. The Concordia deposits are an integral part of production in 2008 and 2009. Development of the accesses for the Porvenir deposit continued.

Operating costs on a US$ production basis increased 8% to US$6.2 million in the third quarter of 2008. On a cost per tonne milled basis, costs increased by 9%. The US$0.4 million increase in production costs are primarily due to a 26% increase in labour costs associated with the new collective agreement including an inflation indexing adjustment of 8% and higher power costs due to a 13% increase in diesel costs at the same time more power was generated burning diesel due to dryer weather conditions which reduced hydro power capacity. These factors were partially offset by a 6% decrease in the Chilean peso against the US$.

(iii) Toqui Exploration

During the third quarter of 2008, just over 2,500 metres in 31 holes were drilled from underground, mainly in Mina Profunda (a gold deposit which occurs in a lower horizon of calcareous sandstones located some 60 metres below the Dona Rosa deposit) and south and east of Estatuas, for a year-to-date total of 21,500 metres in more than 140 holes.

In Mina Profunda, eleven holes totalling 842 metres were drilled to define and expand the limits of the North Block. This drilling confirmed the continuity of the gold skarn system as well as the mineralization and alteration characteristics.

The underground drilling in Estatuas has extended the zinc mineralization toward the south and west, with only some definition drilling remaining. To the east, two drill holes intercepted sub mineralized manto some 60 metres below the level of current workings and to the east of the Marlin fault. To the north-west, drill hole DES69 intercepted 4.5 metres of mineralization (main Manto) with economic grades as well as a lower mineralized horizon (calcareous sandstone) approximately 30 metres below the main Manto, with a thickness of 8.2 metres with economic grades. When market conditions permit, further drilling will be required to investigate the significance of these intersections.

(iv) Toqui Outlook

The mill capital cost portion of a prefeasibility study was received late in the second quarter and the estimated capital cost was significantly higher than originally expected. The study examined the economics related to a new concentrator installation to process 3,000 tonnes per day which would essentially double the current mill capacity. Several lower cost alternatives were evaluated in the third quarter of 2008 including installing the grinding mills from Bougrine in Tunisia. Similar to Mochito, efforts will focus on maintaining a safe and productive mine with all other activities curtailed.

A study to increase Toqui's hydro generation capacity is ongoing with engineering for a third turbine and application for additional water rights being investigating.

Due to delays in commissioning the lead circuit, the Company expects Toqui's production to vary from prior guidance with zinc production to be within three percent, lead production up to 30% below and gold production to be almost double.


Myra Falls
(i) Myra Falls Financial Results

                                          Third Quarter   First Nine Months
                                       ------------------------------------
                                          2008     2007       2008     2007
                                       ------------------------------------
Gross sales revenue                     28,354   29,146     75,490   92,542
Treatment and marketing costs           (9,351)  (7,469)   (22,494) (23,479)
                                       ------------------------------------
Net revenue                             19,003   21,677     52,996   69,063
Direct operating costs                 (19,252) (18,786)   (56,314) (48,978)
Depreciation and depletion              (1,675)  (1,921)    (4,469)  (5,456)
Reclamation and closure costs             (427)    (402)    (1,287)  (1,206)
                                       ------------------------------------
Contribution from mining activities     (2,351)     568     (9,074)  13,423
Exploration                                (49)  (1,177)    (1,027)  (2,969)
                                       ------------------------------------
                                        (2,400)    (609)   (10,101)  10,454
Income and mining tax provision         (5,297)  (3,677)    (8,164)  (6,686)
                                       ------------------------------------
Net (loss) earnings                     (7,697)  (4,286)   (18,265)   3,768
                                       ------------------------------------
                                       ------------------------------------

Capital expenditures                       283    7,123      3,250   18,912
                                       ------------------------------------
                                       ------------------------------------


Revenue:

The following tables and discussion provide details of Myra Falls' gross
sales revenue for the periods indicated:


                                            Third Quarter 2008
----------------------------------------------------------------------------
                                                                      Gross
                         Concentrate                  Realized        sales
                                sold       Payable     price(1)     revenue
                             (tonnes)      metal(1)       (US$)      ($000s)
----------------------------------------------------------------------------
Zinc                          19,574         9,023       1,741       15,711
Copper                         4,737         1,047       7,096        7,431
Gold                            n.a.         2,381         887        2,113
Silver                          n.a.       101,839       17.21        1,752
Other(2)                        n.a.                                   n.a.
                     ---------------                          --------------
                              24,311
                     ---------------
                     ---------------
Gross sales revenue in US$                                           27,007
Exchange rate                                                        1.0499
                                                              --------------
Gross sales revenue in C$                                            28,354
                                                              --------------
                                                              --------------

                                            Third Quarter 2007
----------------------------------------------------------------------------
                                                                      Gross
                         Concentrate                  Realized        sales
                                sold       Payable     price(1)     revenue
                             (tonnes)      metal(1)       (US$)      ($000s)
----------------------------------------------------------------------------
Zinc                          14,154         6,279       2,986       18,748
Copper                         4,665           983       7,605        7,480
Gold                             n.a.        2,105         673        1,417
Silver                           n.a.       53,936       13.98          754
Other(2)                         n.a.
                     ---------------                          --------------
                              18,819
                     ---------------
                     ---------------
Gross sales revenue in US$                                           28,399
Exchange rate                                                        1.0263
                                                              --------------
Gross sales revenue in C$                                            29,146
                                                              --------------
                                                              --------------

(1) Payable metal and realized prices for zinc and copper are per tonne and
    for gold and silver are per ounce.

(2) Other gross sales revenue represents revaluations of prior period
    concentrate receivables.

Concentrate sold in the third quarter of 2008 was 29% higher than in the third quarter of 2007. Despite the increased sales and higher prices for gold and silver, gross sales revenues, in US$ terms, declined 5% as a result of the 42% fall in the realized price of zinc and the 7% drop in realized copper prices. In C$ terms gross sales revenue fell 3% to $28.4 million due to a largely stable C$/US$ exchange rate quarter over quarter.

Expenses:

In the third quarter of 2008, treatment and marketing costs were higher on an aggregate basis primarily due to the sale of more tonnes of concentrate and higher freight rates. Treatment and marketing costs decreased to $385 on a per tonne of concentrate sold basis from $398 due to lower zinc prices which generate a lower treatment and marketing cost per tonne. As a percentage of gross sales revenue, treatment and marketing costs rose to 33% in the third quarter of 2008 from 26% in the same period in 2007.

Direct operating costs increased by $0.5 million or 2% primarily due to more concentrate sold partially offset by lower unit operating costs. Per tonne of concentrate sold, direct operating costs dropped from $998 to $792. Refer to the discussion of operating costs on a production basis in the production section below.

Exploration expense decreased in the third quarter of 2008 compared with the same period in 2007. Refer to the exploration section below for additional details.

The income and mining tax provision increased by $1.6 million in the third quarter of 2008 primarily due to a $5.3 million reduction of a future tax asset in 2008 compared with a $3.7 million reduction in the third quarter of 2007.

Capital Expenditures:

Myra Falls' capital expenditures of $3.3 million in the first nine months of 2008 consisted primarily of $1.1 million for development at Price, $1.6 million for a new tailings disposal area and $0.3 million for mining equipment.


(ii) Myra Falls Production
Myra Falls' production is set out in the following table.

                                         Third Quarter    First Nine Months
                                       -------------------------------------
                                          2008     2007       2008     2007
----------------------------------------------------------------------------
Ore Milled (tonnes)                    131,043  156,904    465,932  544,420
 Zinc (%)                                  8.4      5.1        6.9      4.9
 Copper (%)                                1.1      1.0        1.2      1.1
 Gold (g/t)                                1.2      1.1        1.2      1.3
 Silver (g/t)                               51       39         45       46
Concentrate Production
 Zinc (tonnes)                          17,539   12,881     51,890   43,379
  Zinc Recovery (%)                       87.7     86.0       87.0     85.7
  Zinc Grade (%)                          54.8     53.0       54.2     52.3
  Gold Recovery (%)                       24.9     27.6       25.2     22.5
  Gold Grade (g/t)                         2.3      4.0        2.8      3.8
 Copper (tonnes)                         4,495    4,422     17,530   19,356
  Copper Recovery (%)                     71.8     71.6       74.4     76.3
  Copper Grade (%)                        23.5     21.9       23.5     22.5
  Gold Recovery (%)                       32.2     36.3       35.2     41.5
  Gold Grade (g/t)                        11.8     14.8       11.5     15.7
Metal in Concentrates
 Zinc (tonnes)                           9,615    6,818     28,103   22,686
 Copper (tonnes)                         1,057      958      4,129    4,347
 Gold (ounces)                           2,996    3,782     11,124   15,190
 Silver (ounces)                       159,760  162,387    526,331  677,970

C$ operating costs, production basis
 ($000s)                                17,810   20,038     67,854   61,472
C$ operating cost per tonne milled
 (production basis)                        136      128        146      113

Production of zinc in concentrate was 41% higher in the third quarter of 2008 compared with the same period in 2007 as a 65% higher zinc grade and higher recoveries were partially offset by 16% fewer tonnes milled. Copper concentrate production in the third quarter of 2008 was slightly higher than the same period in 2007 due to a higher copper grade partially offset by fewer tonnes milled.

Operating costs on a production basis decreased by $2.2 million or 11% in the third quarter of 2008. The decreased costs were primarily due to lower tonnes milled and, during the third quarter of 2007, higher costs for the Lynx pit partially offset by higher diesel costs in the current quarter.

Milled material was lower in the third quarter of 2008 from the same period in 2007 due to a revision of the mine plan in order to reflect the reduced manpower, minimize dilution and provide higher grade material to the mill.

(iii) Myra Falls Exploration

In the third quarter of 2008, underground drilling was focused on the peripheral areas of the Bornite-Gnu lenses, west of the Gopher lens and on the east extension of the HW Main zone. This drilling was successful in identifying interstitial extensions of the Bornite and Gnu, but more importantly identified a possible west down-drop of the Gopher mineralization and stratigraphy.

(iv) Myra Falls Outlook

On October 28, 2008, the Company announced that it will temporarily suspend operations at Myra Falls. Temporary layoffs and the reduction in the workforce will proceed over the next days and weeks with certain mining and milling activities continuing in the interim. The Company will continue to closely monitor economic and market conditions as they relate to any decision to continue the temporary suspension or to restart the mine.


Langlois

(i) Langlois Financial Results

                                          Third Quarter   First Nine Months
                                      --------------------------------------
                                          2008     2007       2008     2007
                                      --------------------------------------
Gross sales revenue                     27,451    3,762     67,042    3,762
Treatment and marketing costs           (8,369)    (770)   (20,671)    (770)
                                      --------------------------------------
Net revenue                             19,082    2,992     46,371    2,992
Direct operating costs                 (16,671)  (1,777)   (43,837)  (1,777)
Depreciation and depletion              (7,404)    (582)   (13,818)    (582)
Reclamation and closure costs              (20)     (22)       (60)     (76)
                                      --------------------------------------
Contribution from mining activities     (5,013)     611    (11,344)     557
Exploration                               (895)  (2,517)    (3,598)  (2,517)
                                      --------------------------------------
                                        (5,908)  (1,906)   (14,942)  (1,960)
Income and mining tax
 (provision) recovery                  (13,719)     849     (9,003)  15,192
                                      --------------------------------------
Net earnings (loss)                    (19,627)  (1,057)   (23,945)  13,232
                                      --------------------------------------
                                      --------------------------------------

Capital expenditures
 (recovery)                              6,461   (1,272)    23,286   21,491
                                      --------------------------------------
                                      --------------------------------------

Revenue:

Langlois was considered to be in commercial production effective July 1, 2007. For accounting purposes, revenue from concentrate produced and sold after commencement of commercial production is included in the income statement. Net cash flow from concentrate produced prior to July 1, 2007 reduced preproduction capital expenditures when sold.

The following tables and discussion provide details of Langlois' gross sales revenue for the period indicated:


                                  Third Quarter 2008
------------------------------------------------------------------------
                                                                 Gross
               Concentrate                     Realized          sales
                      sold       Payable        price(1)       revenue
                   (tonnes)      metal(1)          (US$)        ($000s)
------------------------------------------------------------------------
Zinc                22,310        10,193          1,959         19,970
Copper               3,462           586          7,661          4,488
Gold                   n.a.          363            889            322
Silver                 n.a.      105,829          15.90          1,683
Other(2)               n.a.                                          5
              ------------                                  ----------
                    25,772
              ------------
Gross sales revenue in US$                                      26,468
Exchange rate                                                   1.0372
                                                            -----------
Gross sales revenue in C$                                       27,451
                                                            -----------
                                                            -----------


                                  Third Quarter 2007
------------------------------------------------------------------------
                                                                 Gross
               Concentrate                     Realized          sales
                      sold       Payable        price(1)       revenue
                   (tonnes)      metal(1)          (US$)        ($000s)
------------------------------------------------------------------------
Zinc                 2,255         1,016          2,881          2,929
Copper                 439            76          7,649            578
Gold                   n.a.           47            665             31
Silver                 n.a.       10,559          12.36            130
Other(2)               n.a.                                          -
              ------------
                     2,694
              ------------
              ------------
Gross sales revenue in US$                                       3,668
Exchange rate                                                   1.0254
                                                            -----------
Gross sales revenue in C$                                        3,762
                                                            -----------
                                                            -----------

(1) Payable metal and realized prices for zinc and copper are per tonne
    and for gold and silver are per ounce.

(2) Other gross sales revenue represents revaluations of prior period
    concentrate receivables.

Expenses:

Treatment and marketing costs were dramatically higher in the third quarter of 2008 compared with 2007 primarily due the sale of significantly more tonnes of concentrate. Treatment and marketing costs increased to $325 per tonne of concentrate sold from $286 due to higher freight costs. As a percentage of gross sales revenue, treatment and marketing costs rose to 30% from 20% quarter over quarter.

Direct operating costs increased to $16.7 million and are not comparable to the third quarter of 2007 due to the significant increase in concentrate sold. Direct operating costs dropped to $647 per tonne from $660 per tonne quarter over quarter as production increased as part of the ramp-up of the operations. Refer to the discussion of operating costs on a production basis in the production section below.

Exploration expense decreased in the third quarter of 2008 compared with the same period in 2007. Refer to the exploration section below for additional details.

The income and mining tax provision increased by $14.6 million in the third quarter of 2008 primarily due to a $13.7 million reduction of a future tax asset in 2008.

Capital Expenditures:

At Langlois, $23.3 million was spent on capital expenditures in the first nine months of 2008 consisting primarily of: $11.1 million for lateral development of Zones 97, 4 and 3; $1.8 million for horizontal and other development at Zone 4; $1.8 million for ramp and horizontal development at Grevet B; $5.2 million for underground mobile and stationary equipment; $0.6 million for housing; and $1.3 million for an underground paste backfill system.


(ii) Langlois Production
Langlois' production is set out in the following table,

                                            Third Quarter  First Nine Months
----------------------------------------------------------------------------
                                             2008    2007      2008     2007
----------------------------------------------------------------------------
Ore Milled (tonnes)                       176,570 132,675   446,833  319,192
 Zinc (%)                                     8.8     7.8       7.9      7.3
 Copper (%)                                   0.5     0.5       0.5      0.4
 Silver (g/t)                                  34      28        35       29
Concentrate Production
 Zinc (tonnes)                             26,561  17,874    60,693   40,249
 Recovery (%)                                92.6    91.4      92.5     90.5
 Grade (%)                                   54.1    53.2      53.7     52.2
 Copper (tonnes)                            3,940   2,315     9,186    4,432
 Recovery (%)                                77.6    73.7      77.1     69.6
 Grade (%)                                   18.8    20.1      18.6     20.6
Metal in Concentrates
 Zinc (tonnes)                             14,366   9,464    32,574   20,995
 Copper (tonnes)                              742     465     1,713      912
 Gold (ounces)                                494     304     1,227      604
 Silver (ounces)                           88,905  48,876   255,439  107,924
C$ operating costs, production basis
 ($000s)                                   14,995  12,891    44,759   12,891
C$ operating cost per tonne milled
 (production basis)                            85      97       100       97
----------------------------------------------------------------------------

Production of zinc and copper in concentrate increased by 52% and 60% respectively in the third quarter of 2008 compared with the same period in 2007 primarily due to a 33% increase in tonnes milled, higher zinc grade and improved recoveries for both zinc and copper.

(iii) Langlois Exploration

During the third quarter of 2008, two drill rigs were operating from underground, focused on infill drilling the central part of Zone 97. A total of 2,700 metres was drilled in 26 holes to evaluate the potential of mining Zone 97 main and Zone 97 north, a parallel vein structure, at one time within one stope. All drilling was done from the 13 level targeting the area between 12 and 14 levels. Results show two veins with massive to semi massive sulfides (mainly sphalerite). The veins range from less than a metre to four metres width with the waste between the veins ranging from virtually zero to five to six metres in some places. It is expected that interpretation of the findings will be complete by the end of 2008.

In addition, 13 short holes were drilled from surface to evaluate the potential for mining Zone 1 via a mini surface pit. The results showed economic mineralization did not come to surface.

(iv) Langlois Outlook

On October 28, 2008, the Company announced that it has temporarily suspended operations at the Langlois mine. As with Myra Falls, the Company will continue to closely monitor economic and market conditions as they relate to any decision to continue the temporary suspension or to restart the mine.

The future of the miner training school, established in Lebel-sur-Quevillion in conjunction with Employment Quebec and the Baie James School Board, has yet to be determined.

Coulon Project

During the third quarter of 2008, Virginia Mines Inc. ("Virginia") continued drilling on the Coulon property, located in the James Bay region of Quebec which the Company owns 50% of through a joint venture agreement.

Drill results released by Virginia in 2008 indicated continuity of the Coulon mineralized system over more than 20 kilometres along strike. Lenses 9-25 and 08 are now localized on the east flank of a canoe-shape structure (synform) oriented in a general north-south direction. The mineralized lenses have a very steep dip and they can be followed vertically to a depth of about 650 to 750 metres, where they bend rapidly to become sub-horizontal at the base of the canoe-shape structure. The sub-horizontal portion of lens 08 in the hinge zone of the synform corresponds to what was previously called lens 08W. These two zones are now linked, which will now be referred to simply as lens 08. The same logic also applies to lens 9-25. The hinge zone of the synform looks very prospective for lens 08 and remains a high-priority target. The extension to the north of this canoe-shape structure is still poorly understood and remains untested at depth. Finally, a brand new area opens up for exploration since the west flank of the synform, offering in principle the same potential as the east flank, remains entirely unexplored below the depth limit of geophysical investigation.

Based on the latest drill results in lenses 08, 9-25 and 44, deeper drilling was carried out in Lens 16-17 and in the Jessica area. The favourable horizon was recognized but only Lens 16-17 returned results of a continuation of the mineralized system at depth.

Also during the third quarter of 2008, the Spirit lens was tested by numerous drill holes. It now trends in a north 315 degrees general direction with a weak dip of about 30 degrees to the north-east. The mineralization of economic interest is now confirmed over a lateral distance of about 300 metres and over a distance of 300 metres along dip. However, the holes drilled outside of this perimeter have intersected weak or no mineralization. Drill results will be integrated with geological mapping in order to plan the next drilling phase in this area.

Gayot Project

During the third quarter of 2008, Virginia completed its reconnaissance and geological mapping of the Lac Gayot property, located in the James Bay region of Quebec. Under an agreement reached in 2007, the Company has the sole and exclusive right and option to earn a 50% interest in the property in exchange for $10 million in exploration work over a 9-year period and payments totalling $170,000 on or before the 4th anniversary of the agreement. Virginia will be the operator until the completion of a positive pre-feasibility study. This agreement is subject to a 1% NSR in favour of Billiton Resources Canada.

The Lac Gayot property consists of 116 claims covering 4,947.12 hectares and three mining exploration permits covering a surface area of 15,437 hectares. The property entirely covers the Venus Archean greenstone belt which consists dominantly of ultramafic MgO-rich sills and flows. This ultramafic sequence is the host to twelve nickel-platinum-palladium mineralized zones distributed over a strike length of 25 kilometres.

A new camp was constructed in the second quarter of 2008 to permit field operations for a long duration. Surface mapping and prospecting was completed during the third quarter as well as relogging of some of the old core.

Trieste Project

The interpretation of a ground geophysical survey, conducted to pinpoint past airborne EM anomalies in the first half of 2008, is still in progress. Under an agreement reached in 2007, the Company has the sole and exclusive right and option to earn a 50% interest in the property in exchange for $1 million in exploration work over a four year period and payments totalling $50,000 on or before the first anniversary of the agreement. Virginia will be the operator until the completion of a positive pre-feasibility study.

Gatineau and Weedon Projects

During the third quarter of 2008, the Company regretfully gave Midland Exploration Inc. notice that it would no longer participate in the joint ventures formed for the Gatineau and Weedon projects.

Other Properties

The reclamation work is largely complete at Bouchard-Hebert and Bougrine with Nanisivik expected to be reclaimed by the end of 2008. The crushing and grinding circuits and certain other components at Bougrine remain intact and dismantling of the mill at Bouchard-Hebert is continuing.

NON-GAAP RECONCILIATIONS

Operating cost per tonne milled on a production basis is a performance indicator. It is a non-GAAP measure and because there is no standard method for calculating it, operating costs per tonne milled on a production basis is not a reliable way to compare the Company against other companies. It can however allow an understanding of how production costs have changed from year to year and the impact on cash flows.


Three month period ended
 September 30, 2008                            Myra
($000s)                   Mochito    Toqui    Falls    Langlois       Total
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Direct operating costs
 per financial statements  10,503    8,594   19,252      16,671      55,020
Adjustment to production
 basis                     (1,175)  (1,583)  (1,398)     (1,661)     (5,817)
Less: stock-based
 compensation                  (9)     (20)     (44)        (15)        (88)
Less: royalties               n.a.    (560)     n.a.        n.a.       (560)
                         ---------------------------------------------------
                         ---------------------------------------------------
Operating costs on a
 production basis (C$)      9,319    6,431   17,810      14,995      48,555
                         ---------------------------------------------------
                         ---------------------------------------------------
Average exchange rate      1.0413   1.0425   1.0526      1.0424      1.0459
Operating costs on
production basis (US$)      8,949    6,170   16,919      14,385      46,423
                         ---------------------------------------------------
                         ---------------------------------------------------
Tonnes milled,
 production
 basis                    160,427  128,673  131,043     176,570     596,713
                         ---------------------------------------------------
                         ---------------------------------------------------
Operating cost per tonne
 milled - US$                  56       48      129          81          78
Operating cost per tonne
 milled - C$                   58       50      136          85          81


Three month period ended
 September 30, 2007                            Myra
($000s)                   Mochito    Toqui    Falls  Langlois(1)      Total
----------------------------------------------------------------------------
Direct operating costs
 per financial statements   6,538    6,794   18,786       1,777      33,895
Adjustment to production
 basis                      2,359     (158)   1,407      11,114      14,722
Less: stock-based
 compensation                 (56)    (114)    (155)        n.a.       (325)
Less: royalties               n.a.    (500)     n.a.        n.a.       (500)
                         ---------------------------------------------------
                         ---------------------------------------------------
Operating costs on
 production basis (C$)      8,841    6,022   20,038      12,891      47,792
                         ---------------------------------------------------
                         ---------------------------------------------------
Average exchange rate      1.0535   1.0507   1.0466      1.1044      1.0634
Operating costs on a
production basis (US$)      8,392    5,731   19,145      11,672      44,940
                         ---------------------------------------------------
                         ---------------------------------------------------
Tonnes milled,
 production
 basis                    150,031  131,123  156,094     132,675     569,923
                         ---------------------------------------------------
                         ---------------------------------------------------
Operating cost per tonne
 milled - US$                  56       44      123          88          79
Operating cost per tonne
 milled - C$                   59       46      128          97          84

(1) First concentrate shipped November 2006 and considered to be at
    commercial production levels effective July 1, 2007.


Nine month period ended
 September 30, 2008                            Myra
($000s)                   Mochito    Toqui    Falls    Langlois       Total
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Direct operating costs
 per financial statements  27,154   26,278   56,314      43,837     153,583
Adjustment to production
 basis                       (140)  (5,664)  11,789         968       6,953
Less: stock-based
 compensation                 (45)    (119)    (249)        (46)       (459)
Less: royalties               n.a.  (1,236)     n.a.        n.a.     (1,236)
                         ---------------------------------------------------
                         ---------------------------------------------------

Operating costs on a
 production basis (C$)     26,969   19,259   67,854      44,759     158,841
                         ---------------------------------------------------
                         ---------------------------------------------------
Average exchange rate      1.0188   1.0188   1.0188      1.0188      1.0188
Operating costs on
production basis (US$)     26,472   18,903   66,602      43,932     155,909
                         ---------------------------------------------------
                         ---------------------------------------------------
Tonnes milled,
 production
 basis                    484,762  388,486  465,932     446,833   1,786,013
                         ---------------------------------------------------
                         ---------------------------------------------------
Operating cost per tonne
 milled - US$                  55       49      143          98          87
Operating cost per tonne
 milled - C$                   56       50      146         100          89


Nine month period ended
 September 30, 2007                            Myra
 ($000s)                  Mochito    Toqui    Falls  Langlois(1)      Total
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Direct operating costs
 per financial statements  18,950   17,970   48,978       1,777      87,675
Adjustment to production
 basis                      6,044    1,464   12,976      11,114      31,598
Less: stock-based
 compensation                (162)    (254)    (482)          -        (898)
Less: royalties               n.a.  (1,627)     n.a.        n.a.     (1,627)
                         ---------------------------------------------------
                         ---------------------------------------------------
Operating costs on
 production basis (C$)     24,832   17,553   61,472      12,891     116,748
                         ---------------------------------------------------
                         ---------------------------------------------------
Average exchange rate      1.1044   1.1044   1.1044      1.1044      1.1044
Operating costs on a
 production basis (US$)    22,485   15,893   55,661      11,672     105,711
                         ---------------------------------------------------
                         ---------------------------------------------------
Tonnes milled             456,434  389,593  544,420     319,192   1,709,639
Less: preproduction
 tonnes                       n.a.     n.a.     n.a.   (186,517)   (186,517)
                         ---------------------------------------------------
                         ---------------------------------------------------
Tonnes milled,
 production basis         456,434  389,593  544,420     132,675   1,523,122
                         ---------------------------------------------------
                         ---------------------------------------------------
Operating cost per
 tonne milled US$              49       41      102          88          69
Operating cost per
 tonne milled - C$             54       45      113          97          77

(1) First concentrate shipped November 2006 and considered to be at
    commercial production levels effective July 1, 2007.



SUMMARY OF QUARTERLY RESULTS

                                       2006              2007
                                     ---------------------------------
                                     ---------------------------------
                                         Q4       Q1       Q2       Q3
----------------------------------------------------------------------
Gross sales revenue                   158.3     77.9    103.4     87.5
 ($ millions)
Net earning (loss)                     50.4     15.3     38.7      7.8
 ($ millions)
Basic earnings (loss) per share       $0.13    $0.04    $0.09    $0.02
Weighted-average number of
 Common Shares outstanding
 (millions)                           384.3    396.4    418.0    418.7
Diluted earnings (loss) per share     $0.12    $0.04    $0.09    $0.02
C$/US$ realized exchange rate        1.1422   1.1683   1.0914   1.0374
Average realized zinc price (US$/t)   4,227    3,434    3,710    3,200
Average realized zinc price (C$/t)    4,828    4,012    4,049    3,320
Concentrate tonnes sold(1)           73,231   39,333   51,553   50,748
Concentrate tonnes produced(1)       67,057   66,895   75,596   73,122

SUMMARY OF QUARTERLY RESULTS

                                                        2008
                                     ---------------------------------
                                     ---------------------------------
                                         Q4       Q1       Q2       Q3
----------------------------------------------------------------------
Gross sales revenue                   135.5     81.9    115.1    101.0
 ($ millions)
Net earning (loss)                    (35.4)    (6.9)     8.1    (36.1)
 ($ millions)
Basic earnings (loss) per share      $(0.08)  $(0.02)   $0.02   $(0.08)
Weighted-average number of
 Common Shares outstanding
 (millions)                           421.6    425.8    446.4    446.5
Diluted earnings (loss) per share    $(0.08)  $(0.02)   $0.02   $(0.08)
C$/US$ realized exchange rate        0.9987   1.0047   1.0100   1.0457
Average realized zinc price (US$/t)   2,608    2,409    2,205    1,830
Average realized zinc price (C$/t)    2,605    2,420    2,227    1,914
Concentrate tonnes sold(1)          102,415   59,210   96,536   87,978
Concentrate tonnes produced(1)       72,470   73,481   86,856   89,514

(1) Langlois commenced commercial production effective July 1, 2007.
    Included in concentrate produced in Q4 2006, Q1 2007 and Q2 2007 were
    4,255, 9,571 and 14,921 tonnes respectively which are not included in
    concentrate tonnes sold.

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 news release. As all sales are based in US$, the US$'s general weakening against the C$ over the past eight quarters has reduced the realized C$ gross sales revenue.

ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Asset Impairment

The carrying values of producing mineral properties, including properties placed on a care and maintenance basis and related deferred expenditures, are reviewed when events or changes in circumstances arise that may result in impairments in the carrying value of those assets. Estimated future net cash flows, on an undiscounted basis, are calculated for each property using: estimated recoverable reserves; estimated future metal price realization (considering historical and current prices, price trends and related factors); and estimated operating, capital and other cash flows. Estimates of future cash flows are subject to risks and uncertainties. In view of the current market volatility, the Company has reviewed all of its wholly-owned mines for impairment using long-term prices and exchange rates and has concluded no impairment exists. The Company will continue to monitor these assets for impairment. It is possible that changes could occur which may affect the recoverability of the carrying value of mineral properties.

Employee Future Benefits

The Company measures its accrued benefit obligations and the fair value of plan assets for accounting purposes as at December 31 of each year. Actuarial reports valuing this hourly plan are prepared every three years using the projected accrued benefit method, with December 31, 2007 being the most recent valuation. Due to the current general economic uncertainty and the volatility of the financial markets the plan deficit could be understated.

The notes to the Company's December 31, 2007 audited consolidated financial statements outline the Company's significant accounting policies. Note 2 to the unaudited consolidated third quarter 2008 financial statements describes changes to the Company's accounting policies. Pages 32 and 33 of the 2007 Financial 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 2007 Financial Report to review that discussion.

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 Information Form filed with the Canadian securities regulators, a copy of which is posted on the SEDAR website at www.sedar.com.

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. For a more complete description of certain elements please refer to note 14 to the 2007 audited consolidated financial statements of the Company.


Common Shares or Securities Convertible into Common Shares October 30, 2008
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Issued and outstanding                                          446,842,677
Share options outstanding weighted-average exercise price
 $1.21                                                            7,604,776
Warrants granted at $1.00, expire January 28, 2009 -
 traded on TSX                                                   33,481,849
---------------------------------------------------------------------------
Future fully diluted                                            487,929,302
---------------------------------------------------------------------------
---------------------------------------------------------------------------

CAUTION ON FORWARD-LOOKING INFORMATION

This report 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, gold, lead 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.

ACCOUNTING CHANGES

On January 1, 2008, the Company adopted the Canadian Institute of Chartered Accountants' new accounting requirements for inventories and financial instruments disclosure and presentation. Adoption of those requirements did not have a significant impact. For details of the specific accounting changes and related impacts, refer to note 2 of the Company's unaudited consolidated financial statements for the period ended September 30, 2008.

BREAKWATER RESOURCES LTD.
Consolidated Balance Sheets
(Expressed in thousands of Canadian dollars)
(Unaudited)
                                                         September December
                                                          30, 2008 31, 2007
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Assets

Current
Cash and cash equivalents                                   15,887   62,934
Restricted cash                                                511      629
Short-term investments                                         236    6,532
Accounts receivable - concentrate                            2,541    3,585
Other receivables                                            7,810   17,025
Concentrate inventory                                       61,534   64,775
Materials and supplies inventory                            36,144   29,096
Prepaid expenses and other current assets                    8,206    7,541
Future income tax assets                                       606    1,491
---------------------------------------------------------------------------
Total current assets                                       133,475  193,608

Future income tax assets, long-term                              -   19,915
Restricted reclamation investments                          34,124   33,500
Mineral properties and fixed assets                        315,244  267,462
Long-term investments                                            -   32,922
Restricted promissory notes                                 62,285   62,285
---------------------------------------------------------------------------
                                                           545,128  609,692
---------------------------------------------------------------------------
---------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities                    37,938   62,020
Provisional payments for concentrate inventory shipped
 and not priced                                             35,667   32,248
Short-term debt including current portion of long-term
 debt                                                        1,625      190
Income and mining taxes payable                              2,454   10,078
Current portion of reclamation, closure cost accruals
 and other environmental obligations                         6,945    6,486
---------------------------------------------------------------------------
Total current liabilities                                   84,629  111,022

Deferred income                                              5,208    5,666
Long-term lease obligations                                    158      267
Royalty obligations                                         62,479   82,479
Long-term debt                                               4,531    1,851
Reclamation, closure cost accruals and other
 environmental obligations                                  32,473   33,262
Employee future benefits                                     1,720    2,817
Future income tax liabilities                                5,095    7,942
---------------------------------------------------------------------------
Total liabilities                                          196,293  245,306
Shareholders' equity                                       348,835  364,386
---------------------------------------------------------------------------
                                                           545,128  609,692
---------------------------------------------------------------------------
---------------------------------------------------------------------------



BREAKWATER RESOURCES LTD.
Consolidated Statements of Operations and Retained Earnings
(Expressed in thousands of Canadian dollars except share and per share
 amounts)
(Unaudited)

                                      Three Months Ended  Nine Months Ended
For the periods ended September 30        2008      2007      2008     2007
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Gross sales revenue                    101,004    87,532   298,009  268,880
Treatment and marketing costs           33,949    22,036    96,132   67,267
----------------------------------------------------------------------------
Net revenue                             67,055    65,496   201,877  201,613
----------------------------------------------------------------------------

Direct operating costs                  55,020    33,895   153,583   87,675
Depreciation and depletion              13,904     3,802    30,951   11,946
Reclamation and closure costs            2,036     1,002     2,669    2,724
----------------------------------------------------------------------------
                                        70,960    38,699   187,203  102,345
----------------------------------------------------------------------------
(Loss) contribution from mining
 activities                             (3,905)   26,797    14,674   99,268
----------------------------------------------------------------------------

General and administrative               3,706     4,013    11,433   11,407
Interest and financing                   1,031       975     2,978    3,108
Investment and other income             (8,497)   (4,919)  (13,536) (11,561)
Foreign exchange and other (income)
 expense                                  (642)    3,336    (1,488)   9,965
Exploration                              4,923     5,284    13,830   10,875
Other non-producing property costs         437       546     1,244    1,452
Write-down of mineral properties
 and fixed assets                       10,970         -    10,970        -
----------------------------------------------------------------------------
                                        11,928     9,235    25,431   25,246
----------------------------------------------------------------------------
(Loss) earnings before income and
 mining tax provision                  (15,833)   17,562   (10,757)  74,022
Income and mining tax provision         20,239     9,788    24,097   12,279
----------------------------------------------------------------------------
Net (loss) earnings                    (36,072)    7,774   (34,854)  61,743
Retained earnings, beginning of
 period                                170,126   199,470   168,908  139,795
Changes in accounting policy                 -         -         -    5,706
----------------------------------------------------------------------------
Retained earnings, end of period       134,054   207,244   134,054  207,244
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Basic (loss) earnings per Common
 Share                                  ($0.08)    $0.02    ($0.08)   $0.15
Diluted (loss) earnings per Common
 Share                                  ($0.08)    $0.02    ($0.08)   $0.14
Basic weighted-average number of
 Common Shares outstanding (000's)     446,508   418,693   439,556  411,038
----------------------------------------------------------------------------
----------------------------------------------------------------------------



BREAKWATER RESOURCES LTD.
Consolidated Statements of Accumulated Other Comprehensive Loss
(Expressed in thousands of Canadian dollars)
(Unaudited)

                                                       September   December
                                                        30, 2008   31, 2007
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Accumulated other comprehensive loss, beginning of
 period                                                   (3,817)    (7,689)
Remeasurement of available-for-sale securities at
 January 1, 2007                                               -     11,980
Other comprehensive loss                                  (6,952)    (8,108)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Accumulated other comprehensive loss, end of period      (10,769)    (3,817)
----------------------------------------------------------------------------
----------------------------------------------------------------------------



BREAKWATER RESOURCES LTD.
Consolidated Statements of Other Comprehensive (Loss) Income
(Expressed in thousands of Canadian dollars)
(Unaudited)

                                      Three Months Ended  Nine Months Ended
For the periods ended
 September 30                               2008    2007      2008     2007
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Net (loss) earnings                      (36,072)  7,774   (34,854)  61,743
----------------------------------------------------------------------------
Other comprehensive (loss)
 income, net of income taxes:
 Unrealized gains (losses) on
  translating financial statements
  of self sustaining foreign operations    3,974  (4,636)    6,167   (9,573)
 Unrealized loss on short-term
  available-for-sale securities, net
  of income tax provision for the
  3 months of $3 (2007 - $22) and
  9 months of $4 (2007 - $63)                (18)   (112)      (23)    (322)
 Unrealized gain on restricted
  reclamation investment, net of
  income tax provision for the
  3 months and 9 months of $23               126       -       126        -
 Unrealized (loss) gain on
  long-term available-for-sale
  securities, net of income tax
  provision for the 3 months of
  $27 (2007 - $139) and 9 months
  of $Nil (2007 - $226)                     (172)    698         -    1,142
 Reclassification of gains on
  sale of available-for-sale
  securities to income                    (6,479)      -   (13,222)       -
----------------------------------------------------------------------------
Other comprehensive loss, net
 of income taxes                          (2,569) (4,050)   (6,952)  (8,753)
----------------------------------------------------------------------------

Comprehensive (loss) income              (38,641)  3,724   (41,806)  52,990
----------------------------------------------------------------------------

----------------------------------------------------------------------------



BREAKWATER RESOURCES LTD.
Consolidated Statements of Cash Flow
(Expressed in thousands of Canadian dollars)
(Unaudited)

                                      Three Months Ended  Nine Months Ended

For the periods ended September 30        2008      2007      2008     2007
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Operating Activities

Net (loss) earnings                    (36,072)    7,774   (34,854)  61,743
Items not affecting cash:
 Depreciation and depletion             13,904     3,802    30,951   11,946
 Gain on sale of investments            (2,059)        -    (9,035)    (306)
 Unrealized (gain) loss on
  investments                           (4,127)   (3,098)    1,722   (8,333)
 Write-down of mineral properties
  and fixed assets                      10,970         -    10,970        -
 Other non-cash items                      443       319     2,815      116
 Stock-based compensation                  190       617       901    1,698
 Unrealized deferred income               (153)     (152)     (458)    (458)
 Future income taxes                    18,377     2,957    15,685   (3,832)
 Reclamation, closure cost accruals
  and other environmental obligations    2,036     1,002     2,669    2,724
 Employee future benefits                  675       372     1,384    1,138
Payment of reclamation, closure cost
 accruals and other environmental
 obligations                            (1,336)   (2,701)   (2,883)  (5,078)
Payment of employee future benefits       (772)     (815)   (2,481)  (2,327)
Changes in non-cash working capital
 items                                 (17,219)   (3,158)  (23,596)  17,443
----------------------------------------------------------------------------
Net cash (used in) provided by
 operating activities                  (15,143)    6,919    (6,210)  76,474
----------------------------------------------------------------------------

Investing Activities
Decrease in restricted cash                 68       425       118      592
Short-term investments                   3,569    (6,088)    7,017   (5,055)
Long-term investments                        -         -    13,350        -
Increase in restricted reclamation
 investment                               (476)        -      (476)       -
Issue of common shares to purchase
 Myra Falls Limited Partnership              -         -       (34)       -
Acquisition of Metco Resources Inc.,
 net of cash acquired                        -         -        23        -
Mineral properties and fixed assets    (16,503)  (23,980)  (65,150) (81,016)
Proceeds from sale of mineral
 properties and fixed assets               164         -       192      290
----------------------------------------------------------------------------
Net cash used in investing activities  (13,178)  (29,643)  (44,960) (85,189)
----------------------------------------------------------------------------

Financing Activities
Issue of common shares for cash             97       725       284    8,502
Decrease in long-term lease
 obligations                               (72)      (53)     (109)    (196)
Increase (decrease) in short-term
 debt                                       60         4       891     (121)
Increase in long-term debt                  35         -     3,057        -
----------------------------------------------------------------------------
Net cash provided by financing
 activities                                120       676     4,123    8,185
----------------------------------------------------------------------------
Net decrease in cash during the
 period                                (28,201)  (22,048)  (47,047)    (530)
Cash and cash equivalents, beginning
 of period                              44,088   102,930    62,934   81,412
----------------------------------------------------------------------------
Cash and cash equivalents, end of
 period                                 15,887    80,882    15,887   80,882
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Supplemental Information
 Cash interest paid                          5        26        66      261
 Cash income and mining taxes paid       4,328     6,052    14,635   18,344
 Cash interest received                    624     1,152       984    3,473
----------------------------------------------------------------------------
----------------------------------------------------------------------------

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


Breakwater Resources Ltd