EXHIBIT 3
b [LOGO] Computershare
BREAKWATER RESOURCES LTD.
Computershare Trust Company of Canada
9th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com
SECURITY CLASS
HOLDER ACCOUNT NUMBER
Please print in ink. Print in CAPITAL
letters inside the grey areas as
shown in this example.
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FORM OF PROXY - ANNUAL GENERAL MEETING TO BE HELD ON MAY 25, 2005
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NOTES TO PROXY
1. EVERY HOLDER HAS THE RIGHT TO APPOINT SOME OTHER PERSON OF THEIR CHOICE,
WHO NEED NOT BE A HOLDER, TO ATTEND AND ACT ON THEIR BEHALF AT THE MEETING.
IF YOU WISH TO APPOINT A PERSON OTHER THAN THE PERSONS WHOSE NAMES ARE
PRINTED HEREIN, PLEASE INSERT THE NAME OF YOUR CHOSEN PROXYHOLDER IN THE
SPACE PROVIDED (SEE REVERSE).
2. If the securities are registered in the name of more than one owner (for
example, joint ownership, trustees, executors, etc.), then all those
registered should sign this proxy. If you are voting on behalf of a
corporation or another individual you may be required to provide
documentation evidencing your power to sign this proxy with signing
capacity stated.
3. This proxy should be signed in the exact manner as the name appears on the
proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it
is mailed by Management to the holder.
5. THE SECURITIES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
HOLDER, HOWEVER, IF SUCH A DIRECTION IS NOT MADE IN RESPECT OF ANY MATTER,
THIS PROXY WILL BE VOTED AS RECOMMENDED BY MANAGEMENT.
6. The securities represented by this proxy will be voted or withheld from
voting, in accordance with the instruction of the holder, on any ballot
that may be called for and, if the holder has specified a choice with
respect to any matter to be acted on, the securities will be voted
accordingly.
7. This proxy confers discretionary authority in respect of amendments to
matters identified in the notice of meeting or other matters that may
properly come before the meeting.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
VOTING BY MAIL may be the only method for holdings held in the name of a
corporation or holdings being voted on behalf of another individual.
VOTING BY MAIL OR BY INTERNET are the only methods by which a holder may appoint
a person as proxyholder other than the Management nominees named on the reverse
of this proxy. Instead of mailing this proxy, you may choose one of the two
voting methods outlined below to vote this proxy. Please have this proxy in hand
when you call.
RECEIVE DOCUMENTS ELECTRONICALLY - You can enrol to receive future
securityholder communications electronically after you vote using the Internet.
If you don't vote online, you can still enrol for this service. Follow the
instructions below.
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TO VOTE USING THE TO VOTE USING THE TO RECEIVE DOCUMENTS
TELEPHONE INTERNET ELECTRONICALLY
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o Call the toll free o Go to the following web o You can enrol to
number listed BELOW site: receive future
from a touch tone www.computershare.com/ securityholder
telephone. There is ca/proxy communications
NO CHARGE for this Proxy instructions electronically,
call 1-866-732-VOTE must be received by after you vote using
(8683) 5:00 p.m., Eastern the Internet. If you
Proxy instructions Standard Time on DON'T vote online, you
must be received by May 23, 2005. can still enrol by
5:00 p.m., Eastern visiting
Standard Time on www.computershare.com
May 23, 2005. - click "Investors"
and then "Electronic
Shareholder
Communications".
YOU WILL NEED TO PROVIDE YOUR HOLDER ACCOUNT NUMBER AND PROXY ACCESS NUMBER
LISTED BELOW.
IF YOU VOTE BY TELEPHONE OR THE INTERNET, DO NOT MAIL BACK THIS PROXY.
Proxies submitted must be received by 5:00 p.m., Eastern Standard Time, on
May 23, 2005.
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THIS FORM OF PROXY IS SOLICITED BY AND ON BEHALF OF MANAGEMENT.
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APPOINTMENT OF PROXYHOLDER OR PRINT THE NAME OF THE
The undersigned holder(s) of PERSON YOU ARE APPOINTING ----------------
Breakwater Resources Ltd. IF THIS PERSON IS SOMEONE
Herby appoint: Ned Goodman, OTHER THAN THE CHAIRMAN ----------------
the Chairman of the Board or OF THE MEETING.
failing him Garth A.C. MacRae,
the President and Chief
Executive Officer
As proxyholder of the undersigned, with powers of substitution, to attend, act
at and vote for and on behalf of the undersigned the common shares of the
corporation held of record on April 11, 2005 by the undersigned in accordance
with the following direction (and if no directions have been given, as the
Proxyholder determines appropriate) and all other matters that may properly come
before the Annual General Meeting of the Corporation to be held at the TSX
Conference Centre located at The Exchange Tower, 130 King Street West, Toronto,
Ontario M5X 1J2 on May 25, 2005 at 4:00 p.m. (Toronto time) and any adjournment
thereof and including, without limiting the general authorization and power
hereby given.
1. ELECTION OF DIRECTORS The nominees proposed by Management are:
Donald K. Charter; Grant A. Edey; Jonathan C. Goodman; Ned Goodman; Jon C.
Johansson; Garth A.C. MacRae; A. Murray Sinclair.
FOR all nominees: [ ]
WITHHOLD vote for all nominees: [ ]
2. APPOINTMENT OF AUDITORS FOR WITHHOLD
Appointment of Deloitte & Touche LLP [ ] [ ]
as Auditors
AUTHORIZED SIGNATURE(S) - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED. I/We authorize you to act in accordance with my/our
instructions set out above. I/We hereby revoke any proxy previously given with
respect to the Meeting. IF NO VOTING INSTRUCTIONS ARE INDICATED ABOVE, THIS
PROXY WILL BE VOTED AS RECOMMENDED BY MANAGEMENT.
Signature(s) Date - Day Month Year
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FINANCIAL STATEMENTS REQUEST INTERIM FINACIAL STATEMENTS ANNUAL REPORT
In accordance with securities regulations, Mark this box if you may Mark this box if you
shareholders elect annually to receive would like to receive if DO NOT want to receive
interim financial statements, they so [ ] Quarterly Financial [ ] Annual Report by mail.
request. If you wish to receive such Statements by mail.
mailings, please mark your selection.
If you do not mark the box, or do not return this proxy or register online, then
it will be assumed that you do NOT want to receive interim financial statements.