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FORM 6-K/A
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 November, 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 Form 40-F ..X..
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
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
Explanatory Note
This Form 6-K/A amends and restates in its entirety the Form 6-K filed on March
22, 2005 bearing the SEC acceptance time as "(ACCEPTANCE-DATETIME)20050322204915
but appears on the EDGAR database dated as of March 23, 2005." The Company has
retained Tri-State Financial, LLC ("Tri-State") to assist the Company with its
SEC filings. Tri-State filed the Form 6-K dated March 22, 2005 in error prior to
the completion of the proof-reading process by the Company. Accordingly, this
Form 6-K/A amends and restates in its entirety the Form 6-K filed on March 22,
2005 with the SEC bearing the acceptance time as (ACCEPTANCE-DATETIME)
20050322204915 which appears on EDGAR database dated as of March 23, 2005.
CAUTIONARY NOTES
A) FORWARD LOOKING STATEMENTS
Certain statements included in this 6-K are forward-looking statements, which
are made pursuant to the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. They include estimates and statements
that describe the Company's future plans, objectives and goals, including words
to the effect that the Company or management expects a stated condition or
result to occur. When used herein, words such as "forecast", "estimate",
"expect, "believe", "intend", "intent", "budget", "plan", "projection" "hope"
and other similar expressions are intended to identify forward-looking
statements. In particular, statements relating to the estimated future metal
prices, cash flows, expenses, capital costs, ore production, mine life or
financing are forward-looking statements. Such forward-looking statements
involve inherent risks and uncertainties and subject to other factors, many of
which are beyond our control, that may cause the actual results or performance
to differ materially from those expressed or implied by such forward-looking
statements. Such factors include, among others, asset impairment, metal price
volatility, fluctuations in foreign exchange rates, economic and political
events affecting metal supply and demand, fluctuations in ore grade or ore
tonnes milled, geological, operating and environmental risks, problems during
the development, construction and start-up phases of an underground mine,
inadequacy of environmental insurance. For a more comprehensive review of risk
factors, please refer to the Company's most recent annual report under
"Management's Discussion and Analysis of Financial Results" and Form 20-F under
"Risk Factors" on file with the U.S. Securities and Exchange Commission and
Canadian provincial securities regulatory authorities filed on SEDAR at
www.sedar.com. The Company disclaims any obligation to update or revise any
forward-looking statements whether as a result of new information, events or
otherwise. Readers are cautioned not to put undue reliance on these
forward-looking statements.
B) NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND
INFERRED MINERAL RESOURCES
In this document the Corporation uses the term "mineral resources" and its
subcategories "measured", "indicated" and "inferred" mineral resources.
Investors are advised that while such terms are recognized and required by
Canadian regulations, the U.S. Securities and Exchange Commission does not
recognize them. U.S. investors are cautioned not to assume that any part or all
of mineral deposits in these categories will ever be converted into reserves.
"Inferred mineral resources" have a great amount of uncertainty as to their
existence, and great uncertainty as to their economic and legal feasibility. It
cannot be assumed that all or any part of an inferred mineral resource will ever
be upgraded to a higher category. Under Canadian rules, issuers must not make
any disclosure of results of an economic evaluation that includes inferred
mineral resources, except in rare cases. U.S. investors are cautioned not to
assume that part or all of an inferred mineral resource exists, or is
economically or legally mineable.
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.
By: /s/ Priya Patil
-------------------------------------
Priya Patil
Corporate Counsel and Asst. Corporate
Secretary
Date: March 23, 2005
INDEX TO EXHIBITS
The following document is being filed with the Commission as exhibits to, and is
incorporated by reference into and form part of, the report on Form 6-K/A.
EXHIBIT 1: BUSINESS ACQUISITION REPORT