EXHIBIT 1



                            BREAKWATER RESOURCES LTD.
                      Suite 950, 95 Wellington Street West
                                Toronto, Ontario
                                     M5J 2N7

              NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

        TAKE NOTICE that the annual and special meeting (the "Meeting") of the
shareholders of BREAKWATER RESOURCES LTD. (the "Corporation") will be held at
the TSX Conference Centre, The Exchange Tower, 130 King Street West, Toronto,
Ontario on Tuesday, June 1, 2004 at 4:00 p.m. (Toronto time) for the following
purposes:

1)      receiving the financial statements of the Corporation for the financial
        year ended December 31, 2003 together with the auditors' report thereon;

2)      electing directors of the Corporation;

3)      appointing the auditor of the Corporation for the ensuing year and
        authorizing the directors of the Corporation to fix the remuneration of
        such auditor;

4)      considering and, if thought fit, confirming the amendments to the share
        incentive plan of the Corporation;

5)      considering and, if thought fit, approving the granting of 4,000,000
        options to purchase common shares of the Corporation; and

6)      transacting such further and other business as may properly be brought
        before the Meeting or any adjournment thereof.

        Shareholders who are unable to attend the Meeting in person are
requested to complete, sign, date and return to Computershare Trust Company of
Canada, the Corporation's transfer agent and registrar, the enclosed form of
proxy.

        The directors of the Corporation have fixed the close of business on
April 13, 2004 as the record date for the determination of shareholders of the
Corporation entitled to receive notice of the Meeting.

        DATED at Toronto, Ontario this 29th day of April, 2004.

                                                   BY ORDER OF THE BOARD

                           (signed) Garth A.C. MacRae
Chairman

All instruments appointing proxies to be used at the Meeting or at any
adjournment thereof must be deposited with Computershare Trust Company of
Canada, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 prior to 5:00
p.m., Toronto time, on the second last business day preceding the day of the
Meeting, or any adjournment thereof, or with the Chairman of the Meeting on the
day of the Meeting, or any adjournment thereof, or in any other manner permitted
by law.