FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1. NAME AND ADDRESS OF COMPANY
Breakwater Resources Ltd.
Suite 950
95 Wellington Street West
Toronto, Ontario
M5J 2N7
(the "Company")
ITEM 2. DATE OF MATERIAL CHANGE
November 29, 2004
ITEM 3. NEWS RELEASE
A news release regarding the material change was issued in Toronto,
Ontario on November 29, 2004 at 5:14 p.m. through Canada NewsWire.
ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company announced that effective December 23, 2004, Mr. Colin K.
Benner will be stepping down as the President and Chief Executive
Officer of the Company.
While the Board searches for a new president and chief executive
officer, the current Chairman of the Company, Mr. Garth A.C MacRae,
has been appointed as the President and Chief Executive Officer.
Ned Goodman, President and Chief Executive Officer of Dundee Bancorp
Inc. has been reappointed to the Board and named the Chairman of the
Board of the Company.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
The press release dated November 29, 2004 is attached.
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR 3) OF NATIONAL INSTRUMENT 51-102
Not applicable.
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8. EXECUTIVE OFFICER
Priya Patil
Corporate Counsel and Asst. Corporate Secretary
Breakwater Resources Ltd.
Suite 950, 95 Wellington Street West
Toronto, Ontario M5J 2N7
Telephone: (416) 363-4798 Ext. 275
ITEM 9. - DATE OF REPORT
December 2, 2004
Dated the 2nd day of December, 2004.
BREAKWATER RESOURCES LTD.
"Priya Patil" (signed)
---------------------------------------
Priya Patil
Corporate Counsel and
Asst. Corporate Secretary
2.