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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of July, 2004
Commission File Number
000 - 13979
Breakwater Resources Ltd.
(Translation of registrant's name into English)
95 Wellington Street West, Suite 950, Toronto, Ontario M5J 2N7
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
The attached exhibit is a material change report that contains forward-looking
statements. When used in this exhibit the words "anticipate", "believe",
"intend", "estimate", "plans", "projects", "expect", "will", "budget", "could",
"may", and similar expressions are intended to identify forward-looking
statements. To the extent that the exhibit contains forward-looking statements
regarding operating results or business prospects please be advised that the
actual operating results and business performance of Breakwater Resources Ltd.
(the "Corporation") may differ materially from that anticipated, projected or
estimated in such forward-looking statements. For a review of factors that could
cause actual results to differ materially from those currently anticipated,
please refer to the Corporation's most recent Annual Report on Form 20-F under
"Risk Factors" on file with the Securities and Exchange Commission (the "SEC").
The Corporation is required under Canadian law (National Instrument 43-101) to
report mineral reserves and resources using the classification system set out in
the CIM standards. These guidelines establish definitions for reporting of
exploration information, mineral resources and mineral reserves in Canada. These
definitions have not been adopted for use in the United States by the SEC.
The CIM definitions of proven and probable reserves are substantially similar to
the definitions of proven and probable reserves as set out in Industry Guide No.
7 under the U.S. Securities Act of 1933, as amended. In addition, Canadian law
requires disclosure of mineral resources be classified as measured, indicated
and inferred resources if such resources are material to the company. While the
terms "mineral resource", "measured mineral resource", "indicated mineral
resource" and "inferred mineral resource" are recognized by Canadian securities
regulators, they are not defined terms under the standards in the United States.
As such, the information contained in the exhibit (and in particular the section
entitled "Mineral Resource and Mineral Reserve Estimates") concerning
descriptions of mineralization and resources under Canadian standards may not be
comparable to similar information made public by U.S. companies subject to
reporting and disclosure requirements of the SEC. "Indicated mineral resource"
and "inferred mineral resource" have a great amount of uncertainty as to their
existence and a great uncertainty as to their economic and legal feasibility. It
cannot be assumed that all or any part of an "indicated mineral resource" or
"inferred mineral resource" will ever be upgraded to a higher category.
Investors are cautioned not to assume that all or any part of the mineralization
classified in these categories will ever be reclassified as reserves.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BREAKWATER RESOURCES LTD.
(Registrant)
By: /s/ Colin K. Benner
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Colin K. Benner
President & CEO
Date: August 5, 2004
INDEX TO EXHIBITS
The following documents are being filed with the Commission as exhibits
to, and are incorporated by reference into and form part of, the report on Form
6-K.
Number
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1. NVI Mining Ltd., a wholly-owned subsidiary of Breakwater Resources Ltd.,
Myra Falls Operation, Vancouver Island, British Columbia NI 43-101
Technical Report