EXHIBIT 1
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
March 7, 2005
ITEM 3. NEWS RELEASE
A news release regarding the material change was issued in
Toronto, Ontario on March 7, 2005 through Canada NewsWire.
ITEM 4. SUMMARY OF MATERIAL CHANGE
The board of directors of the Company appointed Mr. Grant Edey as
a director and Chair of the Audit Committee.
ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
The press release dated March 7, 2005 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
March 11, 2005
[LOGO] Breakwater Resources Ltd.
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BREAKWATER RESOURCES LTD.
95 WELLINGTON STREET WEST, SUITE 950
TORONTO, ONT., M5J 2N7
Tel: (416) 363-4798
Fax: (416) 363-1315
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MEDIA RELEASE
BREAKWATER RESOURCES LTD. APPOINTS A NEW DIRECTOR
Toronto, Canada, March 7, 2005 ... Mr. Ned Goodman, the Chairman of the Board of
Directors of BREAKWATER RESOURCES LTD. (TSX - BWR) (the "Company") is pleased to
announce the appointment of Mr. Grant Edey as a director of the Company. Mr.
Edey has also been appointed to Chair the Audit Committee of the Company.
Mr. Edey brings a wealth of public company experience to the Company. He is the
Chief Financial Officer of IAMGold Corporation and has held positions with
Repadre Capital Corporation, Strathcona Mineral Services Limited, TransCanada
Pipelines Limited, Eldorado Nuclear Limited, Rio Algom Limited and INCO Limited.
Mr. Edey is a graduate of Ivey School of Business where he earned his M.B.A. and
Queen's University where he majored in Mining Engineering.
Breakwater is a mineral resource company engaged in the acquisition,
exploration, development and mining of base metal and precious metal deposits in
the Americas and North Africa. Breakwater has four producing zinc mines: the
Myra Falls mine in British Columbia, Canada; the Bougrine mine in Tunisia; the
El Mochito mine in Honduras; and the El Toqui mine in Chile. The Company also
owns the Langlois mine in Canada, which is currently on a care and maintenance
program and being prepared for the development program to bring the mine back
into production.
For further information please contact:
Garth A.C. MacRae Priya Patil
President and Chief Executive Corporate Counsel and Asst.
Officer Corporate Secretary
(416) 363-4798 Ext. 269 (416) 363-4798 Ext. 275