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Breakwater Resources Ltd.'s Third Quarter 2009 Financial and Operating Results

Thu Nov 5, 2009 5:53pm EST
  TORONTO, ONTARIO, Nov 05 (MARKET WIRE) -- 
Breakwater Resources Ltd. (TSX: BWR)(TSX: BWR.WT.A) reports the financial
and operating results for the three and nine month periods ended
September 30, 2009. The reporting currency is Canadian dollars ("C$" or
"$") and all amounts disclosed are in Canadian dollars unless otherwise
indicated.

    The Company is a mining, exploration and development company which
produces zinc, copper, lead and gold concentrates. For the nine months
ended September 30, 2009, the Company's concentrate production was
derived from mines located in Canada, Chile and Honduras. The Company
also owns base metal and gold exploration properties in Canada, Honduras,
Chile and Tunisia. On November 2, 2008, the Company temporarily suspended
operations at Langlois due to the decline in commodity prices and the
general deterioration of the economic outlook globally. The temporary
suspension of Langlois affects all aspects of the Company's financial
results which makes comparisons between years difficult.

    HIGHLIGHTS

    The strategic focus by Management on cost containment, extraction of
higher value mineralized material and prudent capital expenditures have
resulted in a significant improvement in the balance sheet. The Company
has protected future earnings by purchasing zinc put options leaving
shareholders the benefit of higher zinc prices and the Company's
financial position is significantly stronger than it was nine to twelve
months ago.

    The Company had earnings of $6.5 million or $0.01 per share in the third
quarter of 2009 compared with a net loss of $36.1 million or $0.08 per
share in the third quarter of 2008. Included in the $6.5 million net
earnings was $1.6 million of price protection losses related to the
purchase of put options to protect the minimum price on certain zinc
sales while retaining further price increase exposure. The temporary
suspension of operations at Langlois in the fourth quarter of 2008
significantly impacted quarter-over-quarter results. The change in the
results quarter-over-quarter were primarily due to:

    - $29.4 million (US$31.2 million) or 29% lower gross sales revenue due to
a 38% decrease in concentrate sold

    - $18.5 million or 54% lower treatment and marketing costs primarily due
to lower concentrate sales, more favourable smelter terms and lower
freight rates

    - $21.1 million or 38% lower direct operating costs primarily due to
lower concentrate sales and cost improvements at all operations

    - $18.0 million lower income and mining tax provisions primarily due to
$19.0 million of future tax assets written off in 2008 which did not
recur in 2009

    - $11.0 million write-down of a 20% interest in the mineral properties
and fixed assets at Caribou in 2008 which did not recur in 2009

    Concentrate produced in the third quarter of 2009 decreased by 34,926
tonnes to 54,588 tonnes primarily due to a 30,501 tonne decrease related
to Langlois being placed on care and maintenance and lower planned
production at Myra Falls and Toqui partially offset by higher production
at Mochito.

    OUTLOOK

    Mochito

    Production at Mochito has been running ahead of budget as it relates to
throughput and zinc contained in concentrate, on target for costs and
behind target for silver and lead due to changes in the mining cycle
resulting in the exploitation of lower grade areas. Accordingly,
management now expects that silver contained in concentrate will be
approximately 1.8 million ounces and that lead contained in concentrate
will be approximately 13,000 tonnes.

    Toqui

    At Toqui, management has been exploring augmenting its 2.0 megawatts of
installed hydro electric capacity with both additional hydro electric and
wind power. Subsequent to the quarter end, an agreement was reached with
a contractor to install an additional 1.65 megawatts of wind power. At a
capital cost of US$5.5 million, the project has a payback of
approximately four and a half years and has been fully financed locally
by term debt. As part of the project to install the wind turbines,
application will be made to register this project under the Clean
Development Mechanism which will enable Toqui to sell certified emission
reductions, better known as carbon credits, in the market. Wind power
will lower the Company's electrical costs going forward and help meet
increased electrical requirements once the thickened tailings backfill
plant is up and running. A used thickened tailings backfill plant has
been dismantled and transported to Chile. This plant will enable Toqui to
deposit thickened tails and allow pillar recovery in the future.

    The wind power plant cost was not included in the capital expenditure
projections previously provided.

    Myra Falls

    Production from the South Flank area commenced ahead of plan and this
area will continue as a significant source of mill feed for the balance
of 2009 and 2010. Operating costs per tonne milled were expected to meet
projections, while metals in concentrates were expected to be
approximately 31,500 tonnes for zinc, 3,500 tonnes for copper and 557,000
ounces of silver compared with previous guidance.

    On November 4, 2009 a fire occurred in the production hoist. The fire was
contained and there were no injuries. However, an electrical switch gear
was destroyed in the fire rendering the production hoist currently
unusable. The Company is currently assessing the impact of the damage and
its effect on near term production and costs.

    The collective bargaining agreement at Myra Falls expired on September
30, 2009. On November 4, 2009 at 6:30pm (PST), the Company was served
with 72 hour strike notice and the union is in a legal strike position
effective November 7, 2009 at 6:30pm (PST).

    Langlois

    The rally in zinc prices from their lows earlier this year has prompted
the Company to actively review the economics of a reopening plan for
Langlois which contemplates six months of preproduction development work.
The recent strength in the Canadian dollar has somewhat offset the rise
in zinc prices.

    STATEMENT OF OPERATIONS REVIEW -- THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2009 AND 2008

    Gross Sales Revenue

    Sales of concentrate fluctuate period-to-period due to production levels,
shipping volumes, ship schedules, price determination terms, and risk and
title transfer terms with the Company's various customers. The Company
has a relatively conservative revenue recognition policy (see below) and
the recognition of sales can be as much as six months after the date of
concentrate production. The Company's sales are primarily denominated in
United States dollars ("US$").


                                Third Quarter   First Nine Months
Concentrate Sold (tonnes)       2009     2008      2009      2008
-----------------------------------------------------------------
Zinc
 Mochito                      18,661   18,251    46,407    41,389
 Toqui                        10,048   10,185    37,055    56,870
 Myra Falls                   11,645   19,574    39,588    47,164
 Langlois(1)                       -   22,310     3,618    52,652
-----------------------------------------------------------------
                              40,354   70,320   126,668   198,075
-----------------------------------------------------------------
Copper
 Myra Falls                    5,140    4,737    14,375    14,064
 Langlois(1)                       -    3,462       321     7,666
-----------------------------------------------------------------
                               5,140    8,199    14,696    21,730
-----------------------------------------------------------------
Lead
 Mochito                       6,101    4,720    16,510    14,059
 Toqui                           697    3,323     1,120     4,741
-----------------------------------------------------------------
                               6,798    8,043    17,630    18,800
-----------------------------------------------------------------
Gold
 Toqui                         2,298    1,416     5,309     3,702
 Myra Falls                        -        -         9         -
-----------------------------------------------------------------
                               2,298    1,416     5,318     3,702
-----------------------------------------------------------------
All Metals                    54,590   87,978   164,312   242,307
-----------------------------------------------------------------
(1) On November 2, 2008, Langlois operations were temporarily
    suspended.

                                     Third Quarter 2009
-------------------------------------------------------------------
                                                             Gross
                       Concentrate              Realized     sales
                              sold    Payable    price(1)  revenue
                           (tonnes)   metal(1)      (US$)  ($000's)
-------------------------------------------------------------------
Zinc                        40,354     17,613      1,678    29,549
Copper                       5,140      1,203      5,115     6,153
Lead                         6,798      4,034      2,037     8,216
Gold(2)                      2,298     10,981        957    10,511
Silver                        n.a.    847,480      14.57    12,352
Price protection loss         n.a.                          (1,476)
Other(3)                      n.a.                             122
                            ------                         --------
                            54,590
                            ------
                            ------
Gross sales revenue in US$                                  65,427
Exchange rate                                               1.0947
                                                           --------
Gross sales revenue in C$                                   71,622              
                                            --------
                                                           --------

                                     Third Quarter 2008
                                                             Gross
                      Concentrate               Realized     sales
                             sold     Payable    price(1)  revenue
                          (tonnes)    metal(1)      (US$)  ($000's)
-------------------------------------------------------------------
Zinc                       70,320      31,302      1,830    57,290
Copper                      8,199       1,633      7,299    11,919
Lead                        8,043       4,487      1,886     8,461
Gold(2)                     1,416       9,082        871     7,907
Silver                       n.a.     721,541      15.45    11,151
Price protection loss        n.a.                                -
Other(3)                     n.a.                             (114)
                          --------                         --------
                           87,978
                          --------
                          --------
Gross sales revenue in US$                                   96,614
Exchange rate                                               1.0454
                                                           --------
Gross sales revenue in C$                                  101,004
                                                           --------
                                                           --------

(1) Payable metal and realized prices for zinc, copper and lead are per
    tonne and for gold and silver are per ounce.
(2) Gold concentrate sales are principally from Toqui while payable gold
    is from all operations except Mochito.
(3) Other gross sales revenue represents revaluations of prior period
    concentrate receivables.


    Concentrate sold decreased 38% in the third quarter of 2009 compared
with the third quarter of 2008. The 33,388 tonne decrease in 2009 was
primarily due to the impact of the temporary care and maintenance at
Langlois (25,772 tonnes sold in the third quarter of 2008) and 1,881 and
7,526 fewer tonnes of concentrate sold at Toqui and Myra Falls
respectively partially offset by 8% more tonnes at Mochito. In payable
metal terms, zinc, copper and lead decreased by 44%, 26% and 10%
respectively while gold and silver sales increased by 21% and 17%
respectively.

    Realized prices denominated in US$ increased for lead and gold by 8% and
10% respectively in the third quarter of 2009 while zinc, copper and
silver decreased by 8%, 30% and 6% respectively . The Company
periodically hedges against fluctuations in metal prices and foreign
exchange rates using forward sales or options. The Company has not
applied hedge accounting historically; therefore, mark-to-market gains or
losses have been included in gross sales revenue at the end of each
period.

    During the third quarter of 2009, the Company purchased zinc put options
at a cost of $0.9 million to guarantee a minimum price on a portion of
its zinc production for 2010. During the third quarter of 2009, the
Company recorded a $1.6 million loss in gross sales revenue related to
the marking-to-market of the puts outstanding at September 30, 2009 and
the expiry of put option contracts in the third quarter. The put options
outstanding at September 30, 2009 had a fair market value of $0.5 million
and their value is recorded in other receivables. At September 30, 2009,
the Company's zinc put option position consisted of:


     -----------------------------------------------------------------
     Period        Tonnes    Strike price per tonne (weighted average)
     -----------------------------------------------------------------
     Q4 2009        7,200                                    US$1,362
     -----------------------------------------------------------------
     Q1 2010        4,200                                    US$1,543
     -----------------------------------------------------------------
     Q2 2010        4,200                                    US$1,543
     -----------------------------------------------------------------


    Gross sales revenue decreased by US$31.2 million or 32% in the third
quarter of 2009 primarily due to the 38% decline in sales volumes noted
above. A weaker C$ resulted in an increase in the average C$/US$ exchange
rate of 5%. In C$ terms, gross sales revenue decreased $29.4 million or
29% compared with the third quarter of 2008.

    The Company's revenue recognition policy requires that, among other
things, final pricing of concentrate inventories be known prior to the
recognition of revenue. Using commodity prices and exchanges rates
prevailing at September 30, 2009, the following schedule provides details
regarding inventories shipped but not recognized for revenue purposes and
the related provisional payments.


                         Net                                       Weighted-
                     smelter Inventory      Earnings Provisional     average
       Concentrate    return     value  before taxes    payments   months to
              (DMT)  ($000's)  ($000's)      ($000's)    ($000's) settlement
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Zinc         8,091     5,217     3,584         1,633         793        1.9
Copper       1,926     4,073     3,315           758           -        1.0
Gold         1,452     3,796     2,465         1,331       1,113        1.4
----------------------------------------------------------------------------
            11,469    13,086     9,364         3,722       1,906
----------------------------------------------------------------------------


    As at September, 2008, the Company estimated that inventories shipped
but not recognized for revenue purposes had earnings before tax of $2.9
million consisting of $33.0 million of net smelter return less $30.1
million of inventory value on 40,041 tonnes of concentrate.

    The following table provides the average base and precious metal prices
and exchange rates for the periods indicated.


                                            Third Quarter  First Nine Months
Average Metal Prices & Exchange Rate        2009     2008      2009     2008
----------------------------------------------------------------------------
Zinc (US$/tonne)                           1,761    1,770     1,469    2,105
Copper (US$/tonne)                         5,859    7,680     4,650    7,973
Lead (US$/tonne)                           1,928    1,912     1,528    2,373
Gold (US$/ounce)                             960      869       931      898
Silver (US$/ounce)                         14.70    15.03     13.68    16.63
C$/US$ exchange rate                      1.0976   1.0417    1.1694   1.0188
----------------------------------------------------------------------------


    Treatment and Marketing Costs

    Treatment and marketing costs decreased 54% to $15.5 million in the third
quarter of 2009 from $33.9 million in the third quarter of 2008 primarily
due to the 38% decrease in concentrate sold, lower freight rates and more
favourable smelter terms. Treatment and marketing costs for the third
quarter of 2009 were 22% of gross revenue compared with 34% in 2008. See
details of treatment and marketing under each mine's Expenses in the
Production Results section of this news release.

    Direct Operating Costs

    Direct operating costs were 38% lower in the third quarter of 2009 at
$34.0 million compared with $55.0 million in the third quarter of 2008.
The decreased costs were primarily due to lower concentrate sales and the
temporary suspension of Langlois. Also see details of direct operating
costs under each mine's Expenses in the Production Results section of
this news release.

    Depreciation and Depletion

    Depreciation and depletion decreased $5.9 million or 43% in the third
quarter of 2009 compared with the corresponding period in 2008. The
decrease was primarily due to the temporary suspension of Langlois, lower
concentrate sales and lower asset base at Myra Falls due to the $25.3
million write-down at December 31, 2008. Also see details of depreciation
and depletion costs under each mine's Expenses in the Production Results
section of this news release.

    Reclamation and Closure Costs

    Reclamation and closure costs decreased by $1.1 million to $0.9 million
in the third quarter of 2009 compared with $2.0 million in the
corresponding period in 2008 primarily due to a $1.1 million expense at
Bouchard-Hebert which did not recur in 2009.

    General and Administrative

    General and administrative expenses decreased by $1.3 million or 34% in
the third quarter of 2009 compared with 2008 primarily due to lower bonus
accruals, salary and benefits, corporate development, legal and audit
fees.

    Investment and Other Income

    Investment and other income was $2.6 million in the third quarter of 2009
compared with $8.5 million in 2008. The $5.9 million swing was primarily
due to a realized gain on sale of investment of $4.1 million and a $2.1
million unrealized gain on the mark-to-market of investments both in the
third quarter of 2008.

    Foreign Exchange and Other

    The $2.9 million change in foreign exchange and other was primarily due
to the weaker C$ at September 30, 2009 compared with September 30, 2008.

    Exploration

    Exploration expenses decreased by $4.6 million in the third quarter of
2009 compared with 2008. Significantly lower expenses at corporate,
Mochito and Langlois accounted for the decrease.

    Other Non-Producing Property Costs

    Other non-producing property costs increased by $1.0 million for the
third quarter of 2009 compared with the equivalent period in 2008
primarily due to $1.2 million of care and maintenance costs at Langlois.
Income and Mining Tax Provision

    In the third quarter of 2009, income and mining tax provision decreased
by $18.0 million compared with the respective 2008 period primarily due a
$19.0 million write-off of tax assets at Myra Falls and Langlois in 2008
and reduced tax provisions at Mochito partially offset by an increased
tax provision at Toqui.

    LIQUIDITY AND FINANCIAL POSITION REVIEW

    Working Capital

    Working capital at the September 30, 2009 was $63.3 million compared with
$29.2 million at December 31, 2008, an increase of $34.1 million.

    Current Assets

    Total current assets decreased $3.4 million to $97.9 million at September
30, 2009 compared with December 31, 2008. The main components of the
current asset change were:

    - Restricted cash increased by $5.8 million due to a loan to finance a
wind power plant at Toqui for which collateral arrangements had not yet
been finalized at September 30, 2009 and the related cash was therefore
restricted

    - Concentrate inventory increased by $3.4 million due to increased
concentrate inventories at Toqui partially offset by the elimination of
concentrate inventories at Langlois

    - Materials and supplies inventory decreased by $4.7 million primarily
due to lower supplies inventories at Mochito and Toqui and disposals of
certain inventories at Langlois

    Current Liabilities

    Current liabilities decreased by $37.5 million to $34.6 million at
September 30, 2009 compared with December 31, 2008. The main components
of the current liabilities change were:

    - Accounts payable and accrued liabilities decreased by $26.5 million
primarily due to a decrease of $11.0 million of provisional payments
refundable to customers, $7.4 million decrease at Langlois related to the
temporary suspension of operations and $3.8 million and $2.2 million
lower payables at Mochito and Myra Falls respectively

    - Provisional payments for concentrate inventory shipped and not priced,
which represent payments received for concentrate shipments that were not
recognized as revenue, decreased by $8.6 million. Refer to the table in
Gross Sales Revenue section of this news release for additional details

    Provisional payments for concentrate inventory shipped and not priced are
based on prices prevailing on the date of payment. Recognition of sales
can be as much as six months after the date of concentrate production
based on contract terms. In the event that prices deteriorate
significantly, a portion of the provisional payment may have to be repaid
to the customer.

    Restricted Reclamation Investments

    At September 30, 2009, the Company had restricted reclamation investments
of $31.5 million compared with $35.0 million at December 31, 2008.
Reclamation deposits of $10.9 million and $20.6 million are held under a
safe keeping agreement and a trust indenture respectively to fund future
reclamation requirements at Myra Falls.

    Restricted Promissory Notes

    The Company held four restricted promissory notes at September 30, 2009
totalling $105.7 million compared with three restricted promissory notes
totalling $80.9 million at December 31, 2008. All promissory notes are
related to Myra Falls royalty transactions(1) completed in 2004, 2005,
2008 and 2009. The interest earned and a portion of the principal of
these restricted promissory notes will be used to meet the Company's
royalty obligations.

    Deferred Income

    Deferred income of $6.8 million at September 30, 2009 consisted of
deferred indemnity agreement fees and prepaid interest income related to
the Myra Falls royalty transactions(1) in 2004, 2005, 2008 and 2009 which
will be recognized as income over the terms of the four agreements.

    (1) For further information on the Myra Falls royalty please see the
Company's most recent audited consolidated financial statement filed on
SEDAR at www.sedar.com or available on the Company's website at
www.breakwater.ca.

    Royalty Obligations

    The royalty obligations of $101.9 million at September 30, 2009 relate to
the royalty amounts received from the 2004, 2005, 2008 and 2009 Myra
Falls royalty transactions(1). See restricted promissory notes above.

    Long-term Debt

    Long-term debt increased by $7.1 million to $9.0 million primarily due to
a $5.9 million (US$5.5 million) loan entered into the third quarter of
2009 to finance a wind power plant at Toqui and the movement of a certain
debt from short-term to long-term.

    Reclamation, Closure Cost Accruals and Other Environmental Obligations

    Reclamation, closure cost accruals and other environmental obligations
represent the Company's obligation for reclamation and severance costs
accrued for its mine sites. At September 30, 2009, total reclamation,
closure cost accruals and other environmental obligations were $30.5
million compared with $28.5 million at December 31, 2008.

    Of the $30.5 million, $5.2 million is classified as current and is
expected to be spent over the next 12 months at Nanisivik,
Bouchard-Hebert, Bougrine and Myra Falls. The Company spent $0.6 million
in reclamation and closure costs in the third quarter of 2009 compared
with $1.3 million in the third quarter of 2008. As there is currently no
law, regulation or contract in Honduras related to reclamation and
closure costs, GAAP does not permit the Company to set up a liability for
reclamation at the Mochito mine. Closure and reclamation costs for
Mochito are estimated to be $7.1 million (US$6.6 million).

    Reclamation and Closure Cost Accruals and Other Environmental Obligations
at September 30, 2009


($ millions)            Current    Long-term    Total
-----------------------------------------------------
-----------------------------------------------------
Myra Falls                  0.7         19.2     19.9
Mochito(1)                  0.0          1.3      1.3
Toqui                       0.0          2.9      2.9
Langlois                    0.0          1.1      1.1
Bouchard-Hebert             2.5          0.1      2.6
Nanisivik                   1.4          0.4      1.8
Bougrine                    0.6          0.3      0.9
-----------------------------------------------------
Total                       5.2         25.3     30.5
-----------------------------------------------------
(1) Reclamation and closure cost accruals for Mochito relate to accrued
    severances.


    Future Income Tax Liabilities

    Future income tax liabilities increased $2.4 million to $5.6 million at
September 30, 2009. The increase was primarily due to a $2.2 million
increase in Quebec mining duties at Langlois in 2009 partially offset by
a $0.3 million decrease at Toqui related to timing differences.

    Shareholders' Equity

    Shareholders' equity at September 30, 2009 was $311.3 million compared
with $309.7 million at December 31, 2008. The increase of $1.6 million
was primarily due to the Company closing a public offering for gross
proceeds of $23.0 million in April 2009 (the "Offering") partially offset
by a net loss of $4.6 million and an other comprehensive loss of $16.0
million.


                                                             Other    Total
Shareholders'                           Contri-            compre-   share-
 Equity               Capital             buted  Retained  hensive  holders'
($000's)                stock Warrants  surplus  earnings   income   equity
----------------------------------------------------------------------------
----------------------------------------------------------------------------
As at December
 31, 2008             212,374    8,538    4,925    80,568    3,257  309,662
Common Shares issued
 to a third party          12        -        -         -        -       12
Unit offering          16,865    4,519        -         -        -   21,384
Value ascribed to
 options exercised
 under stock-
 based compensation        21        -      (21)        -        -        -
Expiry of Warrants          -   (8,538)   8,538         -        -        -
Exercise of Warrants        5       (1)       -         -        -        4
Employee share option
 plan - proceeds of
 options exercised         29        -        -         -        -       29
Employee share
 purchase plan            243        -        -         -        -      243
Stock-based
 compensation               -        -      432                  -      432
Other comprehensive
 loss                       -        -        -         -  (15,959) (15,959)
Loss                        -        -        -    (4,551)       -   (4,551)
----------------------------------------------------------------------------
As at September 30,
 2009                 229,549    4,518   13,874    76,017  (12,702) 311,256
----------------------------------------------------------------------------


    In the first nine months of 2009, the Company issued the following
Common Shares: 230,000,000 Common Shares and 115,000,000 warrants
pursuant to the Offering; 100,000 Common Shares to a third party;
1,821,765 Common Shares pursuant to the Company's employee share purchase
plan and 150,000 Common Shares pursuant to the Company's share option
plan. The 33,481,849 warrants outstanding at December 31, 2008 expired on
January 28, 2009.

    Capital Expenditures

    The Company invested $18.1 million in mineral properties and fixed assets
in the first nine months of 2009. At mining operations, $9.4 million,
$6.9 million, $1.1 million and $0.1 million were invested at Mochito,
Toqui, Myra Falls and Langlois respectively. For details of these
expenditures, please refer to the financial results discussion for each
mine. Corporate capital expenditures of $0.5 million primarily related to
earn-in payments made on certain joint venture properties.

    Financial Capability

    With the existing working capital, the current metal prices and current
C$/US$ exchange rate, the Company expects to be able to carry out its
operating, capital, exploration and environmental programs in 2009. The
Company's financial capability is sensitive to operating performance,
metal prices, smelter treatment charges and the C$/US$ exchange rate.
PRODUCTION RESULTS

    The table below contains the Company's production for the periods
presented. On November 2, 2008, the Company temporarily suspended
operations at Langlois due to the decline in commodity prices and the
general deterioration of the economic outlook globally.


                                        Third Quarter      First Nine Months
All Mines                               2009     2008        2009       2008
----------------------------------------------------------------------------
Tonnes Milled                        436,287  596,713   1,247,614  1,786,013
 Zinc (%)                                6.0      7.4         5.7        6.7

Concentrate Production (tonnes)
Zinc
 Mochito                              17,584   14,191      48,213     41,559
 Toqui                                10,498   16,243      30,866     49,523
 Myra Falls                           15,669   17,539      40,289     51,890
 Langlois(1)                               -   26,561           -     60,693
----------------------------------------------------------------------------
                                      43,751   74,534     119,368    203,665
----------------------------------------------------------------------------
Copper
 Myra Falls                            3,079    4,495      10,602     17,530
 Langlois(1)                               -    3,940           -      9,186
----------------------------------------------------------------------------
                                       3,079    8,435      10,602     26,716
----------------------------------------------------------------------------
Lead
 Mochito                               4,912    4,912      14,880     13,922
 Toqui                                   413    1,362       1,582      4,202
----------------------------------------------------------------------------
                                       5,325    6,274      16,462     18,124
----------------------------------------------------------------------------
Gold
 Toqui                                 2,433      271       6,469      1,346
 Myra Falls                                -        -           2          -
----------------------------------------------------------------------------
                                       2,433      271       6,471      1,346
----------------------------------------------------------------------------
Total                                 54,588   89,514     152,903    249,851
----------------------------------------------------------------------------
----------------------------------------------------------------------------
C$ operating costs, production basis
 ($000's)                             28,092   46,103      89,157    152,535
C$ operating cost per tonne milled
 (production basis)                       64       77          71         85
(1) On November 2, 2008, Langlois operations were temporarily suspended.


    Concentrate produced in the third quarter of 2009 decreased by 39% to
54,588 tonnes primarily due to Langlois being placed on care and
maintenance during the fourth quarter of 2008 as well as lower planned
zinc concentrate production at Toqui and Myra Falls, lower lead
concentrate production at Toqui and lower copper concentrate production
at Myra Falls.

    Aggregate operating costs and operating costs per tonne milled decreased
in the third quarter of 2009 compared with 2008 due to the temporary
suspension of Langlois and reduced operating costs at Toqui and Myra
Falls partially offset by the impact of a weaker C$. Also see details
under each mine's production in the respective production results section
of this news release.

    The table below summarizes the Company's metal contained in concentrate,
before smelting deductions, for periods presented.


                          Third Quarter            First Nine Months
Metal in Concentrate      2009     2008     %        2009       2008      %
----------------------------------------        --------------------
Zinc (tonnes)
 Mochito                  9,284    7,594   22%     25,686     21,992    17%
 Toqui                    5,077    8,064  -37%     14,820     24,474   -39%
 Myra Falls               8,475    9,615  -12%     21,788     28,103   -22%
 Langlois(1)                  -   14,366  n.a.          -     32,574   n.a.
                       -----------------        --------------------
                         22,836   39,639  -42%     62,294    107,143   -42%
                       -----------------        --------------------
Copper (tonnes)
 Myra Falls                 789    1,057  -25%      2,457      4,129   -40%
 Langlois(1)                  -      742  n.a.          -      1,713   n.a.
                       -----------------        --------------------
                            789    1,799  -56%      2,457      5,842   -58%
                       -----------------        --------------------
Lead (tonnes)
 Mochito                  3,146    3,315   -5%      9,673      9,240     5%
 Toqui                      223      763  -71%        853      2,126   -60%
                       -----------------        --------------------
                          3,369    4,078  -17%     10,526     11,366    -7%
                       -----------------        --------------------
Gold (ounces)
 Toqui                   10,191    3,718  174%     30,977     13,327   132%
 Myra Falls               4,019    2,996   34%      9,652     11,124   -13%
 Langlois(1)                  -      494  n.a.          -      1,227   n.a.
                       -----------------        --------------------
                         14,210    7,208   97%     40,629     25,678    58%
                       -----------------        --------------------
Silver (ounces)
 Mochito                462,024  479,617   -4%  1,314,046  1,462,986   -10%
 Toqui                   51,325   84,048  -39%    181,912    248,558   -27%
 Myra Falls             156,443  159,760   -2%    355,699    526,331   -32%
 Langlois(1)                  -   88,905  n.a.          -    255,439   n.a.
                       -----------------        --------------------
                        669,792  812,330  -18%  1,851,657  2,493,314   -26%
                       -----------------        --------------------
(1) On November 2, 2008, Langlois operations were temporarily suspended.


    Aggregate production of zinc in concentrate in the third quarter of
2009 was 42% lower at 22,836 tonnes. The decrease in zinc production was
primarily due to Langlois being placed on care and maintenance as well as
planned lower production from Toqui and Myra Falls partially offset by
higher production from Mochito. Production of copper in concentrate
decreased 56% in the third quarter of 2009 due to fewer tonnes milled at
Myra Falls and no production from Langlois. Production of lead in
concentrate decreased 17% in the third quarter of 2009 due to lower lead
grades at Mochito despite more tonnes milled and lower planned lead
production at Toqui. Gold in concentrate increased 97% in the third
quarter of 2009 due to higher production from Myra Falls and the planned
increase in milling of gold material at Toqui. Silver in concentrate
decreased 18% primarily due to lower silver grades at Mochito and Toqui
and no production from Langlois.


Mochito

(i) Mochito Financial Results

                                         Third Quarter   First Nine Months
($000's)                                2009      2008      2009      2008
---------------------------------------------------------------------------
Gross sales revenue                   35,918    27,009    71,608    78,185
Treatment and marketing costs         (7,279)   (8,546)  (20,717)  (22,045)
                                   ----------------------------------------
Net revenue                           28,639    18,463    50,891    56,140
Direct operating costs               (14,319)  (10,503)  (31,841)  (27,154)
Depreciation and depletion            (5,355)   (2,504)  (11,954)   (6,283)
Reclamation and closure costs           (314)     (391)   (1,010)     (925)
                                   ----------------------------------------
Contribution from mining activities    8,651     5,065     6,086    21,778
Exploration                             (112)     (821)     (319)   (1,788)
                                   ----------------------------------------
                                       8,539     4,244     5,767    19,990
Income and mining tax provision         (811)   (1,206)   (1,006)   (5,198)
                                   ----------------------------------------
Net earnings                           7,728     3,038     4,761    14,792
                                   ----------------------------------------
                                   ----------------------------------------

Capital expenditures                   3,116     5,820     9,424    19,776
                                   ----------------------------------------
                                   ----------------------------------------


    Revenue:

The following tables and discussion provide details of
Mochito's gross sales revenue for the periods

indicated:
                                  Third Quarter 2009
-------------------------------------------------------------------
                                                             Gross
                  Concentrate               Realized         sales
                         sold    Payable     price(1)      revenue
                      (tonnes)   metal(1)       (US$)      ($000's)
-------------------------------------------------------------------
Zinc                   18,661      8,336       1,726        14,389
Lead                    6,101      3,689       2,046         7,547
Silver                   n.a.    737,068       14.70        10,835
Other(2)                 n.a.                                  117              
      --------                               -------
                       24,762
                     --------
                     --------
Gross sales revenue in US$                                  32,888
Exchange rate                                               1.0921
                                                            -------
Gross sales revenue in C$                                   35,918
                                                            -------
                                                            -------

                                  Third Quarter 2008
-------------------------------------------------------------------
                                                             Gross
                  Concentrate               Realized         sales
                         sold    Payable     price(1)      revenue
                      (tonnes)   metal(1)       (US$)      ($000's)
-------------------------------------------------------------------
Zinc                   18,251      8,044       1,782        14,332
Lead                    4,720      2,910       1,891         5,503
Silver                   n.a.    410,851       14.70         6,040
Other(2)                 n.a.                                    -
                     --------                               -------
                       22,971
                     --------
                     --------
Gross sales revenue in US$                                  25,875
Exchange rate                                               1.0438
                                                            -------
Gross sales revenue in C$                                   27,009
                                                            -------
                                                            -------

(1) Payable metal and realized price(s) for zinc and lead are per
    tonne and for silver is per ounce.
(2) Other gross sales revenue represents revaluations of prior period
    concentrate receivables.


    Concentrate sold in the third quarter of 2009 was 8% higher due to the
timing of shipments. The increase and mix of concentrates sold resulted
in a 27% rise in gross sales revenues in US$ terms. A weakening of the C$
resulted in gross sales revenue in C$ terms increasing by 33% in the
third quarter of 2009.

    Expenses:

    Aggregate treatment and marketing costs quarter-over-quarter decreased
15% primarily due to more favourable smelter terms and lower freight
rates partially offset by a weaker C$ and the increase in concentrate
sold.

    Direct operating costs increased $3.8 million or 36% in the third quarter
of 2009 due to the 8% increase in concentrate sold and higher hydro
rates, labour costs and ground control costs. Direct operating cost per
tonne of concentrate sold were $578 in the third quarter of 2009 compared
with $457 in 2008 primarily due to the factors noted above.

    Depreciation and depletion for the third quarter of 2009 increased $2.9
million or 114% when compared with 2008 largely due to the higher
quantity of concentrate sold, depreciation of capital spares and lower
reserves used for depletion purposes.

    Exploration expenses in the third quarter of 2009 were $0.7 million lower
compared with the respective period in 2008. Please refer to the drilling
section below for additional details.

    Income and mining tax provision for the third quarter of 2009 decreased
by $0.4 million compared with the respective period in 2008 principally
due to changes in foreign exchange adjustments which are not tax effected.

    Capital Expenditures:

    At Mochito, $9.4 million was invested in the first nine months of 2009
primarily as follows: $3.6 million for mine development; $1.7 million for
spare parts for mining equipment, $1.1 million for road construction and
$1.3 million for tailings facilities.

    (ii) Mochito Production

    Mochito's production is set out in the following table.


                                           Third Quarter   First Nine Months
                                            2009    2008      2009      2008
----------------------------------------------------------------------------
Tonnes Milled                            193,479 160,427   539,012   484,762
 Zinc (%)                                    5.4     5.3       5.4       5.1
 Lead (%)                                    2.0     2.5       2.2       2.3
 Silver (g/t)                                 88     105        89       106
Concentrate Production
 Zinc (tonnes)                            17,584  14,191    48,213    41,559
   Recovery (%)                             88.6    89.3      88.0      89.0
   Grade (%)                                52.8    53.5      53.3      52.9
 Lead (tonnes)                             4,912   4,912    14,880    13,922
   Recovery (%)                             81.2    82.7      82.7      82.2
   Grade (%)                                64.1    67.5      65.0      66.4
Metal in Concentrates
 Zinc (tonnes)                             9,284   7,594    25,686    21,992
 Lead (tonnes)                             3,146   3,315     9,673     9,240
 Silver (ounces)                         462,024 479,617 1,314,046 1,462,986

US$ operating costs, production basis
 ($000's)                                 10,252   8,949    28,252    26,472
US$ operating cost per tonne milled
 (production basis)                           53      56        52        55


    Production of zinc in concentrate was 22% higher in the third quarter
of 2009 compared with the same period in 2008 due to more tonnes milled
at a slightly higher zinc head grade. Production of lead in concentrate
in the third quarter of 2009 was 5% lower than the same period in 2008
due to lower lead grades despite higher mill throughput.

    Compared with previously disclosed guidance, mill throughput was higher
than target with higher zinc grades and lower lead and silver grades than
planned resulting in higher zinc and lower lead and silver production on
a metal contained in concentrate basis.

    (iii) Mochito Drilling

    Exploration efforts during the third quarter of 2009 continued to extend
the Imperial, Santo Nino, Barbasco and Port Royal chimneys. All four
chimneys remain open in at least one direction and the Company will
continue drilling in these areas during the next three months.

    A total of 5,258 metres was drilled from underground during the third
quarter of 2009. Definition and valuation drilling accounted for 4,043
metres while exploration and extensional drilling accounted for 1,215
metres.

    Exploration indicates that the Imperial zone is of considerable interest
and is open above, below and to the north. The current known size of the
zone confirms that the Barbasco-Imperial trend has great potential along
strike and that further exploration along the trend is warranted.

    Access drifting continues towards the Imperial zone on both the 1850 and
2050 levels. The upper level will be extended to the north of the
Imperial zone in the search for the next deposit along this mineral
trend. The underground exploration program is complemented by surface
drilling 500 metres to the north of the known deposit. The surface drill
program has commenced and the first drillhole is in progress. It is
expected to intersect the manto at a depth of 1,150 metres.

    The Port Royal chimney has been drill tested up to 200 metres above the
1850 level. A new drill station on this level will test the chimney
higher in the stratigraphy where it intersects the Mochito shale (200
metres higher still).

    During the third quarter of 2009, five holes were drilled in search of
the San Juan chimney above the Mochito shales, however, the holes were
not able to pass through the Mochito shales as planned, so the program
was cancelled. An alteration pipe was traced within the Mochito shales
which indicates a larger deposit may exist where the alteration pipe
intersects the upper Atima limestone. This area will be drill tested from
surface.

    Exploration commenced during the quarter on the Raiz de Salvador chimney.
The objective is to explore the area above and below the Mochito shales
directly beneath the Salvador chimney. Several other known chimneys have
large deposits where the chimney intersects the Mochito shales (upper and
lower contact). In the past, this chimney was mined above the 1225 level
and was never explored below this level. The first hole drilled from
underground to the lower contact of the shales intersected the shales
farther down than expected. The shales were partly to heavily altered and
showed a one metre thick band of strong dissemination of sphalerite and
lesser galena. The results indicate that mineralizing fluids passed
through this area and further exploration of this zone is warranted.

    (iv) Mochito Outlook

    Production at Mochito has been running ahead of budget as it relates to
throughput and zinc contained in concentrate, on target for costs and
behind target for silver and lead due to changes in the mining cycle
resulting in the exploitation of lower grade areas. Accordingly,
management now expects that silver contained in concentrate will be
approximately 1.8 million ounces and that lead contained in concentrate
will be approximately 13,000 tonnes.

    Toqui

    (i) Toqui Financial Results


                                          Third Quarter   First Nine Months
($000's)                                  2009     2008      2009      2008
----------------------------------------------------------------------------
Gross sales revenue                     17,369   18,190    50,067    77,292
Treatment and marketing costs           (4,194)  (7,683)  (15,977)  (30,922)
                                    ----------------------------------------
Net revenue                             13,175   10,507    34,090    46,370
Direct operating costs                  (6,343)  (8,594)  (15,360) 
(26,278)Depreciation and depletion              (2,228)  (2,281)   (5,317)  
(6,255)
Reclamation and closure (costs)
 recovery                                  (55)     (36)     (175)      958
                                    ----------------------------------------
Contribution (loss) from mining
 activities                              4,549     (404)   13,238    14,795
Exploration                                (95)    (129)     (459)     (816)
                                    ----------------------------------------
                                         4,454     (533)   12,779    13,979
Income and mining tax provision         (1,302)    (271)   (1,721)   (2,678)
                                    ----------------------------------------
Net earnings (loss)                      3,152     (804)   11,058    11,301
                                    ----------------------------------------
                                    ----------------------------------------

Capital expenditures                     2,842    3,681     6,902    17,755
                                    ----------------------------------------
                                    ----------------------------------------


    Revenue:

The following tables and discussion provide details of
Toqui's gross sales revenue for the periods indicated:


                                   Third Quarter 2009
-------------------------------------------------------------------
                                                             Gross
                   Concentrate                Realized       sales
                          sold     Payable     price(1)    revenue
                       (tonnes)    metal(1)       (US$)    ($000's)
-------------------------------------------------------------------
Zinc                    10,048       3,946       1,533       6,049
Lead                       697         345       1,938         669
Gold                     2,298       9,036         962       8,690
Silver                    n.a.      31,119       14.51         452
Other(2)                  n.a.                                   5
                      ---------                            -------
                        13,043
                      ---------
                      ---------
Gross sales revenue in US$                                  15,865
Exchange rate                                               1.0948
                                                           -------
Gross sales revenue in C$                                   17,369
                                                           -------
                                                           -------

                                   Third Quarter 2008
-------------------------------------------------------------------
                                                             Gross
                   Concentrate                Realized       sales
                          sold     Payable     price(1)    revenue
                       (tonnes)    metal(1)       (US$)    ($000's)
-------------------------------------------------------------------
Zinc                    10,185       4,041       1,801       7,278
Lead                     3,323       1,577       1,876       2,958
Gold                     1,416       6,338         863       5,472
Silver                    n.a.     103,022       16.27       1,676
Other(2)                  n.a.                                (108)
                      ---------                            -------
                        14,924
                      ---------
                      ---------
Gross sales revenue in US$                                  17,276
Exchange rate                                               1.0529
                                                           -------
Gross sales revenue in C$                                   18,190
                                                           -------
                                                           -------

(1) Payable metal and realized prices for zinc and lead are per
    tonne and for gold and silver are per ounce.
(2) Other gross sales revenue represents revaluations of prior
    period concentrate receivables.


    Total concentrate sold in the third quarter of 2009 was 13% less than
in the third quarter of 2008 primarily due to lower planned production
levels and the timing of shipments. Lower concentrate sales and a lower
zinc price resulted in an 8% decrease in gross sales revenue in US$
terms. A 4% increase in the exchange rate resulted in 5% lower gross
sales revenue in C$ terms.

    Expenses:

    Treatment and marketing costs were 45% lower on an aggregate basis in the
third quarter of 2009 compared with the third quarter of 2008 primarily
due to 13% fewer tonnes of concentrate sold, more favourable smelter
terms and lower freight rates partially offset by a weaker C$. As a
percentage of gross revenue, treatment and marketing costs decreased to
24% from 42% in the same period in 2008 primarily due to the factors
noted above.

    Direct operating costs in the third quarter of 2009 were 26% lower than
in the same period in 2008 primarily due to lower tonnes of concentrate
sold, the impact of cost savings initiatives and lower diesel prices.

    Income and mining tax provision for the third quarter of 2009 increased
by $1.0 million primarily due to higher earnings before tax in the 2009
period compared with respective period in 2008.

    Capital Expenditures:

    Toqui capital expenditures of $6.9 million in the first nine months of
2009 consisted primarily of: $1.9 million for development of Mina
Profunda; $1.9 million for other development; $2.3 million for thickened
tailings plant equipment and tailings facilities and $0.3 million for
equipment.

    (ii) Toqui Production

    Toqui's production is set out in the following table.


                                            Third Quarter  First Nine Months
                                             2009    2008       2009    2008
----------------------------------------------------------------------------
Tonnes Milled                             128,679 128,673    365,829 388,486
 Zinc (%)                                     4.7     7.1        4.8     7.1
 Lead (%)                                     0.3     1.0        0.4     0.9
 Gold (g/t)                                   3.3     1.4        3.5     1.5
 Silver (g/t)                                  16      29         22      27
Concentrate Production
 Zinc (tonnes)                             10,498  16,243     30,866  49,523
  Recovery (%)                               85.8    88.8       86.1    89.0
  Grade (%)                                  48.4    49.7       48.0    49.4
Lead (tonnes)                                 413   1,362      1,582   4,202
  Recovery (%)                               62.5    60.4       59.9    59.9
  Grade (%)                                  54.0    56.0       53.9    50.6
Gold (tonnes)                               2,433     271      6,469   1,346
  Recovery (%)                               60.6    51.0       60.4    54.8
  Grade (g/t)                                96.9   221.1      108.1   159.5
Metal in Concentrates
 Zinc (tonnes)                              5,077   8,064     14,820  24,474
 Lead (tonnes)                                223     763        853   2,126
 Gold (ounces)                             10,191   3,718     30,977  13,327
 Silver (ounces)                           51,325  84,048    181,912 248,558

US$ operating costs, production basis
 ($000's)                                   5,734   6,170     15,989  18,903
US$ operating cost per tonne milled
 (production basis)                            45      48         44      49


    Production of zinc in concentrate was 37% lower in the third quarter
of 2009 compared with the same period in 2008 due to lower zinc grades
and recoveries. Production of lead in concentrate was 71% lower due to
lower planned lead grades. Production of gold in concentrate was 174%
higher in the third quarter of 2009 due to higher planned gold grades.

    As the price of zinc exceeded expected prices, the Company did not reduce
throughput as projected but continued to mine zinc bearing deposits in
addition to the gold bearing deposits. Mining the zinc deposits in
addition to the gold deposits in the third quarter of 2009 resulted in
higher cash flows and lower costs per tonne than planned.

    (iii) Toqui Drilling

    During the third quarter of 2009, a total of 3,580 metres of underground
definition drilling was carried out from several in-mine locations. A
total of 600 metres was drilled in order to define the limits of Mina
Profunda II, a horizon of calcareous sandstone with economic gold values,
situated approximately 40 metres beneath the Aserradero North area.
Another 400 metres was drilled in the main Aserradero South mine, which
has extended the southern limits of the deposit as well as identifying
the presence of copper mineralization on the south side of the Fortuna
fault, one of the principal limiting faults of the Aserradero mine. An
additional 2,040 metres was drilled from several locations into the
calcareous sandstone horizon beneath the Dona Rosa mine, identifying
sub-economic zinc and gold mineralization. The final 566 metres was
drilled to the west of the Estatuas mine, with good indications of zinc
mineralization.

    (iv) Toqui Outlook

    At Toqui, management has been exploring augmenting its 2.0 megawatts of
installed hydro electric capacity with both additional hydro electric and
wind power. Subsequent to the quarter end, an agreement was reached with
a contractor to install an additional 1.65 megawatts of wind power. At a
capital cost of US$5.5 million, the project has a payback of
approximately four and a half years and has been fully financed locally
by term debt. As part of the project to install the wind turbines,
application will be made to register this project under the Clean
Development Mechanism which will enable Toqui to sell certified emission
reductions, better known as carbon credits, in the market. Wind power
will lower the Company's electrical costs going forward and help meet
increased electrical requirements once the thickened tailings backfill
plant is up and running. A used thickened tailings backfill plant has
been dismantled and transported to Chile. This plant will enable Toqui to
deposit thickened tails and allow pillar recovery in the future. The wind
power plant cost was not included in the capital expenditure projections
previously provided.


Myra Falls

(i) Myra Falls Financial Results

                                          Third Quarter   First Nine Months
($000's)                                 2009      2008      2009      2008
----------------------------------------------------------------------------
Gross sales revenue                    19,918    28,354    54,844    75,490
Treatment and marketing costs          (3,987)   (9,351)  (13,798)  (22,494)
                                     ---------------------------------------
Net revenue                            15,931    19,003    41,046    52,996
Direct operating costs                (13,291)  (19,252)  (38,378)  (56,314)
Depreciation and depletion               (343)   (1,675)   (1,165)   (4,469)
Reclamation and closure costs            (394)     (427)   (2,698)   (1,287)
                                     ---------------------------------------
Contribution (loss) from mining
 activities                             1,903    (2,351)   (1,195)   (9,074)
Exploration                                 -       (49)        -    (1,027)
                                     ---------------------------------------
                                        1,903    (2,400)   (1,195)  (10,101)
Income and mining tax provision             -    (5,297)        -    (8,164)
                                     ---------------------------------------
Net earnings (loss)                     1,903    (7,697)   (1,195)  (18,265)
                                     ---------------------------------------
                                     ---------------------------------------

Capital expenditures                      389       283     1,104     3,250
                                     ---------------------------------------
                                     ---------------------------------------


    Revenue:

The following tables and discussion provide details of Myra
Falls' gross sales revenue for the periods indicated:


                                   Third Quarter 2009
--------------------------------------------------------------------
                                                              Gross
                   Concentrate                Realized        sales
                          sold     Payable     price(1)     revenue
                       (tonnes)    metal(1)       (US$)     ($000's)
--------------------------------------------------------------------
Zinc                    11,645       5,332       1,709        9,111
Copper                   5,140       1,203       5,117        6,153
Gold                      n.a.       1,945         936        1,821
Silver                    n.a.      79,293       13.43        1,065
Other(2)                  n.a.                                 n.a.
                      ---------                             --------
                        16,785
                      ---------
                      ---------
Gross sales revenue in US$                                   18,150
Exchange rate                                                1.0974
                                                            --------
Gross sales revenue in C$                                    19,918
                                                            --------
                                                            --------

                                   Third Quarter 2008
--------------------------------------------------------------------
                                                              Gross
                   Concentrate                Realized        sales
                          sold     Payable     price(1)     revenue
                       (tonnes)    metal(1)       (US$)     ($000's)
--------------------------------------------------------------------
Zinc                    19,574       9,023       1,741       15,710
Copper                   4,737       1,047       7,096        7,430
Gold                      n.a.       2,381         887        2,113
Silver                    n.a.     101,839       17.21        1,753
Other(2)                  n.a.                                 n.a.
                      ---------                             --------
                        24,311
                      ---------
                      ---------
Gross sales revenue in US$                                   27,006
Exchange rate                                                1.0499
                                                            --------
Gross sales revenue in C$                                    28,354
                                                            --------
                                                            --------
(1) Payable metal and realized prices for zinc and copper are per
    tonne and for gold and silver are per ounce.
(2) Other gross sales revenue represents revaluations of prior
    period concentrate receivables.


    Concentrate sold in the third quarter of 2009 was 31% lower than in
the third quarter of 2008. Lower concentrate sales and lower realized
zinc and copper prices resulted in revenues for the quarter decreasing by
33% in US$ terms. A 5% higher exchange rate resulted in gross sales
revenue decreasing 30% in C$ terms to $19.9 million.

    In the third quarter of 2009, treatment and marketing costs were 57%
lower on an aggregate basis primarily due to 31% lower concentrate sales,
lower freight rates and more favourable smelter terms partially offset by
the higher exchange rate. As a percentage of gross revenue, in the third
quarter of 2009, treatment and marketing costs decreased 20% from 33% in
the same period in 2008 primarily due to the factors noted above.

    Aggregate direct operating costs decreased 31% primarily due to 31% lower
concentrate sales and cost reductions achieved in 2008 and 2009, reduced
write-downs related to marking inventory to the lower of cost and net
realizable value and reduced restructuring expenses partially offset by
increased pension expenses.

    Income and mining taxes decreased $5.3 million in the third quarter of
2009 primarily due to a $5.3 million write-down of a future tax asset in
the third quarter of 2008 which did not recur in 2009.

    Capital Expenditures:

    Myra Falls' capital expenditures in the first nine months of 2009 of $1.1
million consisted primarily of $0.3 million for a new tailings disposal
area; $0.4 million for equipment; and, $0.2 million in ramp development.

    (ii) Myra Falls Production

    Myra Falls' production is set out in the following table.


                                            Third Quarter   First Nine Month
                                            2009     2008      2009     2008
----------------------------------------------------------------------------
Tonnes Milled                            114,129  131,043   342,773  465,932
 Zinc (%)                                    8.4      8.4       7.2      6.9
 Copper (%)                                  1.1      1.1       1.0      1.2
 Gold (g/t)                                  1.6      1.2       1.3      1.2
 Silver (g/t)                                 54       51        43       45
Concentrate Production
 Zinc (tonnes)                            15,669   17,539    40,289   51,890
  Zinc recovery (%)                         88.6     87.7      88.2     87.0
  Zinc grade (%)                            54.1     54.8      54.1     54.2
  Gold recovery (%)                         23.8     24.9      22.0     25.2
  Gold grade (g/t)                           2.8      2.3       2.5      2.8
Copper (tonnes)                            3,079    4,495    10,602   17,530
  Copper recovery (%)                       57.9     71.8      68.7     74.4
  Copper grade (%)                          25.6     23.5      23.2     23.5
  Gold recovery (%)                         37.9     32.2      34.7     35.2
  Gold grade (g/t)                          21.8     11.8      14.9     11.5
Gold (tonnes)                               0.03        -      1.94        -
  Recovery (%)                               8.8        -       8.1        -
  Grade (g/t)                            441,912        -    21,442        -
Metal in Concentrates
  Zinc (tonnes)                            8,475    9,615    21,788   28,103
  Copper (tonnes)                            789    1,057     2,457    4,129
  Gold (ounces)                            4,019    2,996     9,652   11,124
  Silver (ounces)                        156,443  159,760   355,699  526,331

C$ operating costs, production basis
 ($000's)                                 11,028   15,318    38,231   61,548
C$ operating cost per tonne milled
 (production basis)                           97      117       112      132


    Production of zinc in concentrate was 12% lower in the third quarter
of 2009 compared with the same period in 2008 due to fewer tonnes milled
despite higher recoveries. Production of copper in concentrate was 25%
lower in the third quarter of 2009 due to fewer tonnes milled and lower
recoveries.

    Compared with previously disclosed guidance, mill throughput and zinc,
copper and silver grades were lower than expectations. Lower head grades
were primarily due to ore dilution compounded by decreased mining
recovery to plan, both associated with remnant mining. Mill recoveries
were also negatively affected by the lower head grade. Copper recoveries
were affected by a period of high lead grades resulting in a lead to
copper ratio of 1:1. The mine plan is being adjusted to increase blending
to reduce this problem in the future.

    (iii) Myra Falls Drilling

    During the third quarter of 2009, exploration drilling was entirely
focused on the west side of the Battle lens towards three targets; the
West Gap area, the West Gopher Down-Drop, and a new zone called the
RE-108 lens. A total of 2,845 metres was drilled during the quarter. The
West Gopher Down-Drop drill program has been deferred, pending core
logging and interpretation.

    During the third quarter of 2009, delineation of a new polymetallic zone
- RE-108 - was undertaken. The lens has now been substantiated to the
point where the development is being accelerated in order to bring some
of this material into the mine plan in the fourth quarter of 2009. The
zone is currently open to the west.

    The South Flank area is presently in production as well as undergoing
increased development. The South Flank Main lens and South Flank East
lens accesses are now under development and any additional drilling in
this area has been deferred to the fourth quarter of 2009.

    A drill has been moved up to 20 level in the HW mine to drill two
orientation holes into the Price-South Flank stratigraphy.

    (iv) Myra Falls Outlook

    Production from the South Flank area commenced ahead of plan and this
area will continue as a significant source of mill feed for the balance
of 2009 and 2010. Operating costs per tonne milled were expected to meet
projections, while metals in concentrates were expected to be
approximately 31,500 tonnes for zinc, 3,500 tonnes for copper and 557,000
ounces of silver compared with previous guidance.

    On November 4, 2009 a fire occurred in the production hoist. The fire was
contained and there were no injuries. However, an electrical switch gear
was destroyed in the fire rendering the production hoist currently
unusable. The Company is currently assessing the impact of the damage and
its effect on near term production and costs.

    The collective bargaining agreement at Myra Falls expired on September
30, 2009. On November 4, 2009 at 6:30pm (PST), the Company was served
with 72 hour strike notice and the union is in a legal strike position
effective November 7, 2009 at 6:30pm (PST).

    Langlois Outlook

    The rally in zinc prices from their lows earlier this year has prompted
the Company to actively review the economics of a reopening plan for
Langlois which contemplates six months of preproduction development work.
The recent strength in the Canadian dollar has somewhat offset the rise
in zinc prices.

    NON-GAAP RECONCILIATIONS

    Operating cost per tonne milled on a production basis is a performance
indicator. It is a non-GAAP measure and because there is no standard
method for calculating it, operating costs per tonne milled on a
production basis is not a reliable way to compare the Company against
other companies. It can however allow an understanding of how production
costs have changed from year-to-year and the impact on cash flows.


Three Months ended
 September 30, 2009
------------------------------                      Myra
($000's)                       Mochito    Toqui    Falls Langlois(1)  Total
----------------------------------------------------------------------------
Direct operating costs per
 financial statements           14,319    6,343   13,291         13  33,966
Adjustment to production basis  (3,427)     235   (2,252)      n.a.  (5,444)
Less: stock-based compensation      (1)     (14)     (11)       (13)    (39)
Less: royalty adjustment          n.a.     (391)    n.a.       n.a.    (391)
                               ---------------------------------------------
Operating costs on production
 basis (C$)                     10,891    6,173   11,028          -  28,092
                               ---------------------------------------------
                               ---------------------------------------------

Average exchange rate           1.0623   1.0766   1.0882       n.a.  1.0755
Operating costs on production
 basis (US$)                    10,252    5,734   10,134       n.a.  26,120
                               ---------------------------------------------
                               ---------------------------------------------

Tonnes milled                  193,479  128,679  114,129       n.a. 436,287
                               ---------------------------------------------
                               ---------------------------------------------

Operating cost per tonne
 milled - US$                       53       45       89       n.a.      60
Operating cost per tonne
 milled - C$                        56       48       97       n.a.      64

(1) On November 2, 2008, Langlois operations were temporarily suspended.

Three Months ended
 September 30, 2008                                 Myra
($000's)                       Mochito    Toqui    Falls   Langlois   Total
----------------------------------------------------------------------------
Direct operating costs
 per financial
 statements                     10,503    8,594    19,252    16,671  55,020
Adjustment to
 production basis               (1,175)  (1,583)   (3,850)   (1,661) (8,269)
Less: stock-based
 compensation                      (10)     (20)      (44)      (14)    (88)
Less: royalties                   n.a.     (560)     n.a.      n.a.    (560)
                               ---------------------------------------------
Operating costs on a
 production basis (C$)           9,318    6,431    15,358    14,996  46,103
                               ---------------------------------------------
                               ---------------------------------------------

Average exchange rate           1.0412   1.0423    1.0552    1.0424  1.0464
Operating costs on
production basis (US$)           8,949    6,170    14,555    14,386  44,060
                               ---------------------------------------------
                               ---------------------------------------------

Tonnes milled                  160,427  128,673   131,043   176,570 596,713
                               ---------------------------------------------
                               ---------------------------------------------

Operating cost per
 tonne milled - US$                 56       48       111        81      74
Operating cost per
 tonne milled - C$                  58       50       117        85      77

Nine Months ended
 September 30, 2009                               Myra
($000's)                      Mochito    Toqui   Falls Langlois(1)    Total
----------------------------------------------------------------------------
Direct operating costs
 per financial
 statements                    31,841   15,360  38,378      1,175    86,754
Adjustment to
 production basis                 738    3,886     (84)    (1,133)    3,407
Less: stock-based
 compensation                      (9)     (42)    (63)       (42)     (156)
Less: royalty
 adjustment                      n.a.     (848)   n.a.       n.a.      (848)
                             -----------------------------------------------
Operating costs on
 production basis (C$)         32,570   18,356  38,231          -    89,157
                             -----------------------------------------------
                             -----------------------------------------------

Average exchange rate          1.1528   1.1480  1.1694       n.a.    1.1589
Operating costs on
 production basis (US$)        28,252   15,989  32,693       n.a.    76,934
                             -----------------------------------------------
                             -----------------------------------------------

Tonnes milled                 539,012  365,829 342,773       n.a. 1,247,614
                             -----------------------------------------------
                             -----------------------------------------------

Operating cost per
 tonne milled - US$                52       44      95       n.a.        62
Operating cost per
 tonne milled - C$                 60       50     112       n.a.        71

(1) On November 2, 2008, Langlois operations were temporarily suspended.

Nine Months ended
 September 30, 2008                               Myra
($000's)                      Mochito    Toqui   Falls   Langlois     Total
----------------------------------------------------------------------------
Direct operating costs per
 financial statements          27,154   26,278  56,314     43,837   153,583
Adjustment to production
 basis                           (140)  (5,664)  5,483        968       647
Less: stock-based
 compensation                     (45)   (119)     (249)     (46)      (459)
Less: royalty adjustment         n.a.  (1,236)     n.a.     n.a.     (1,236)
                              ----------------------------------------------
Operating costs on production
 basis (C$)                    26,969   19,259   61,548   44,759    152,535
                              ----------------------------------------------
                              ----------------------------------------------

Average exchange rate          1.0188   1.0188   1.0188   1.0188     1.0188
Operating costs on production
 basis (US$)                   26,472   18,903   60,412   43,933    149,720
                              ----------------------------------------------
                              ----------------------------------------------

Tonnes milled                 484,762  388,486  465,932  446,833  1,786,013
                              ----------------------------------------------
                              ----------------------------------------------

Operating cost per tonne
 milled - US$                      55       49      130       98         84
Operating cost per tonne
 milled - C$                       56       50      132      100         85

SUMMARY OF QUARTERLY RESULTS

                                        2007      2008      2008       2008
                                          Q4        Q1        Q2         Q3
----------------------------------------------------------------------------
Gross sales revenue ($ millions)       135.5      81.9     115.1      101.0
Net earning (loss) ($ millions)        (38.4)     (6.9)      8.1      (36.1)
Basic earnings (loss) per share     $  (0.09) $  (0.02)    $0.02  $  
(0.08)Weighted-average number of
Common Shares outstanding
(millions)                             421.6     425.8     446.4      446.5
Diluted earnings (loss) per share   $  (0.09) $  (0.02)    $0.02  $   (0.08)
C$/US$ realized exchange rate         0.9857    1.0047    1.0100     1.0457
Average realized zinc price (US$/t)    2,608     2,409     2,205      1,830
Average realized zinc price (C$/t)     2,571     2,420     2,227      1,914
Concentrate tonnes sold(1)           102,415    59,210    95,188     87,978
Concentrate tonnes produced(1)        72,470    73,481    86,856     89,514
----------------------------------------------------------------------------

                                         2008      2009      2009       2009
                                           Q4        Q1        Q2         Q3
----------------------------------------------------------------------------
Gross sales revenue ($ millions)        100.1      64.1      40.9       71.6
Net earning (loss) ($ millions)         (53.5)     (6.5)     (4.5)       6.5
Basic earnings (loss) per share     $   (0.12) $  (0.01) $  (0.01)     $0.01
Weighted-average number of
Common Shares outstanding
(millions)                              446.8     447.7     678.4      678.9
Diluted earnings (loss) per share   $   (0.12) $  (0.01) $  (0.01)     $0.01
C$/US$ realized exchange rate          1.2050    1.2499    1.1599     1.0947
Average realized zinc price (US$/t)     1,331     1,156     1,413      1,678
Average realized zinc price (C$/t)      1,604     1,445     1,639      1,837
Concentrate tonnes sold(1)            104,229    66,051    43,670     54,590
Concentrate tonnes produced(1)         65,986    49,803    48,512     54,588
----------------------------------------------------------------------------

(1) On November 2, 2008, Langlois operations were temporarily suspended.


    The quantity and mix of concentrates sold directly affects gross sales
revenue. The recognition of revenue from the sale of concentrate can vary
from quarter-to-quarter for the reasons discussed in the "Gross Sales
Revenue" section of this news release. As all sales are based in US$, the
US$'s movement against the C$ over the past eight quarters impacts the
realized C$ gross sales revenue.

    RELATED PARTY TRANSACTIONS

    In the second quarter of 2009, Dundee Corporation, a significant
shareholder of the Company, purchased 57,960,000 units under the Offering
to maintain its approximate 25.2% equity interest in the Company.

    CRITICAL ACCOUNTING ESTIMATES

    Asset Impairment

    The carrying values of producing mineral properties, including properties
placed on a care and maintenance basis and related deferred expenditures,
are reviewed when events or changes in circumstances arise that may
result in impairments in the carrying value of those assets. Estimated
future net cash flows, on an undiscounted basis, are calculated for each
property using: estimated recoverable reserves; estimated future metal
price realization (considering historical and current prices, price
trends and related factors); and, estimated operating, capital and other
cash flows.

    For 2008 testing purposes, the Company used the price assumptions
contained in the Sensitivity to Metal Prices and Exchange Rates section
in the news release dated February 26, 2009 and estimated future price
realizations and exchange rates for 2010 to the end of each mine's life.
Estimates of future cash flows are subject to risks and uncertainties. It
is possible that changes may be required to these assumptions in the
future which may affect the assessment of recoverability of the carrying
value of mineral properties. See Sensitivity to Metal Prices and Exchange
Rates section in the year-end news release dated February 26, 2009 at
www.sedar.com.

    Provisional Payments for Concentrate Shipped and Not Priced

    Provisional payments for concentrate inventory shipped and not priced are
based on price estimates prevailing close to the date the concentrate is
shipped and final pricing can occur several months later, therefore, if
there is a dramatic decline in metal pricing during this period, the
Company could be required to remit funds back to its customers.

    Employee Future Benefits

    The Company measures its accrued benefit obligations and the fair value
of plan assets for accounting purposes as at December 31 of each year.
Actuarial reports valuing this hourly plan are prepared every three years
using the projected accumulated benefit method, with December 31, 2007
being the most recent valuation. Employee future benefits relate only to
employees at Myra Falls and include amounts related to unionized hourly
employee defined benefit pension plan and post-retirement supplements and
medical benefits to certain non-union employees. The determination of
employee future benefit expenses, obligations and funding requirements
require the use of estimates which can produce significant measurement
uncertainty into the actuarial valuation process. Such estimates include:
mine closure assumptions, expected average remaining service lifetime,
termination of employment, retirement timing, mortality, marital status,
discount rates, rate of return on plan assets and health care and dental
cost inflation assumptions.

    INTERNATIONAL FINANCIAL REPORTING STANDARDS

    In February 2008, the Canadian Institute of Chartered Accountants
announced that GAAP for publicly accountable enterprises will be replaced
by International Financial Reporting Standards ("IFRS") for interim and
annual financial statements for fiscal years beginning on or after
January 1, 2011. The standard also requires that comparative figures for
2010 be based on IFRS. The Company is currently in the planning stages
and cannot at this time determine the final impact of the transition to
IFRS. As at September 30, 2009, the Company has completed a "Phase 1 -
Preliminary Study" which analyses the Company's existing financial
reporting and provides a preliminary assessment of the potential key
impact areas of the IFRS conversion. The Company has formed a steering
committee to oversee the implementation of the conversion to IFRS and
plans to hold training sessions for staff and directors in the final
quarter of 2009. The Company has commenced "Phase 2 -- Planning and
Implementation" which is to develop a detailed project plan, evaluate the
potential key impact areas and the options available under IFRS.

    RISKS, UNCERTAINTIES AND OTHER INFORMATION

    Readers are encouraged to read and consider the risk factors, and
additional information regarding the Company, included in its most recent
Amended and Restated Annual Information Form filed with the Canadian
securities regulators, a copy of which is posted on the SEDAR website at
www.sedar.com.

    OUTSTANDING SHARE DATA AND FULL DILUTION CALCULATION

    The Company is authorized to issue an unlimited number of Common Shares
and 200,000,000 preferred shares, issueable in series. There are no
preferred shares outstanding. Each Common Share entitles the holder of
record thereof to one vote at all meetings of shareholders of the
Company, except at meetings at which only holders of another class or
series of shares of the Company are entitled to vote. The table set forth
below summarizes the Capital Stock. For a more complete description of
certain elements please refer to note 16 to the 2008 audited consolidated
financial statements.


Common Shares or Securities Convertible into Common Shares  November 5, 2009
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Issued and outstanding                                           683,191,280
Share options outstanding (weighted-average exercise price
 $1.10)                                                            6,844,408
Warrants issued at $0.12, expire on April 9, 2014 -- traded
 on TSX                                                          111,053,000
----------------------------------------------------------------------------
Future fully diluted                                             801,088,688
----------------------------------------------------------------------------
----------------------------------------------------------------------------


    CAUTION ON FORWARD-LOOKING INFORMATION

    This news release contains certain statements which constitute
forward-looking information. These forward-looking statements are not
descriptive of historical matters and may refer to management's
expectations or plans. These statements include but are not limited to
statements concerning the Company's business objectives and plans; future
trends in the Company's industry; future production costs and volumes;
mineral grades, reserve and resource estimates and types; sales volumes
and realized prices; capital spending plans; exploration plans; expansion
plans; expected market fundamentals and prices; availability of equipment
and supplies; expected plant availability; success of process changes;
the Company's processing technologies; global economic growth and
industrial demand; production of base metal concentrates by the Company's
operations; future metal prices and treatment and freight charges; future
royalties payable; changes in global metal and concentrate inventories;
currency exchange rates; costs of energy, materials and supplies; the
outcome of disputes and legal proceedings in which the Company is
involved; future effective tax rates; and, future benefits costs.

    Inherent in forward-looking statements are risks and uncertainties beyond
the Company's ability to predict or control, including risks that may
affect the Company's operating or capital plans, including risks
generally encountered in the development and operation of mineral
properties and processing facilities such as unusual or unexpected
geological formations, unanticipated metallurgical difficulties, ground
control problems, process upsets and equipment malfunctions; risks
associated with labour disturbances and unavailability of skilled labour;
fluctuations in the market prices of the Company's principal products,
which are cyclical and subject to substantial price fluctuations; risks
created through competition for mining properties; risks associated with
lack of access to markets; risks associated with mineral reserve and
resource estimates, including the risk of errors in assumptions or
methodologies; risks posed by fluctuations in exchange rates and interest
rates, as well as general economic conditions; risks associated with
environmental compliance and permitting, including those created by
changes in environmental legislation and regulation; risks associated
with the Company's dependence on third parties in the provision of
transportation and other critical services; risks associated with
aboriginal title claims and other title risks; social and political risks
associated with operations in foreign countries; and, risks associated
with legal proceedings. Actual results and developments are likely to
differ, and may differ materially, from those expressed or implied by the
forward-looking statements contained in this news release. Such
statements are based on a number of assumptions which may prove to be
incorrect, including, but not limited to, the following assumptions: that
there is no material deterioration in general business and economic
conditions; that there is no unanticipated fluctuation of interest rates
and foreign exchange rates; that the supply and demand for, deliveries
of, and the level and volatility of prices of zinc, copper, lead, gold
and silver and the Company's other primary metals and minerals develop as
expected; that the Company receives regulatory and governmental approvals
for its development projects and other operations on a timely basis; that
the Company is able to obtain financing for its development projects on
reasonable terms; that there is no unforeseen deterioration in the
Company's costs of production or production and productivity levels; that
the Company is able to continue to secure adequate transportation for its
products; that the Company is able to procure mining equipment and
operating supplies in sufficient quantities and on a timely basis; that
engineering and construction timetables and capital costs for the
Company's development and expansion projects are not incorrectly
estimated or affected by unforeseen circumstances; that costs of closure
of various operations are accurately estimated; that there are no
unanticipated changes to market competition; that the Company's reserve
estimates are within reasonable bounds of accuracy (including with
respect to size, grade and recoverability) and that the geological,
operational and price assumptions on which these are based are
reasonable; that environmental and other proceedings or disputes are
satisfactorily resolved; and, that the Company maintains its ongoing
relations with its employees and with its business partners and joint
venturers.

    Readers are cautioned that the foregoing list of important factors and
assumptions is not exhaustive. Forward-looking statements are not
guarantees of future performance. Events or circumstances could cause the
Company's actual results to differ materially from those estimated or
projected and expressed in, or implied by, these forward-looking
statements. Readers should also carefully consider the matters discussed
under "Risk Factors" in the Company's Amended and Restated Annual
Information Form. Given these uncertainties, investors are cautioned not
to place undue reliance on these forward-looking statements, which speak
only as of the date made. The Company undertakes no obligation to update
publicly or otherwise revise any forward-looking statements or the
foregoing list of factors, whether as a result of new information or
future events or otherwise, except as may be required under applicable
laws.


BREAKWATER RESOURCES LTD.
Consolidated Balance Sheets
(Expressed in thousands of Canadian dollars)
(Unaudited)
----------------------------------------------------------------------------
                                                         September  December
                                                          30, 2009  31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Assets

Current
Cash and cash equivalents                                   18,313    20,328
Restricted cash                                              6,590       761
Short-term investments                                         180       142
Accounts receivable -- concentrate                           1,820       614
Other receivables                                           10,196    12,451
Concentrate inventory                                       25,223    21,816
Materials and supplies inventory                            32,545    37,278
Prepaid expenses and other current assets                    3,044     5,748
Income and mining tax receivable                                32     1,550
Future income tax assets                                         -       621
----------------------------------------------------------------------------
Total current assets                                        97,943   101,309

Restricted reclamation investments                          31,541    35,026
Mineral properties and fixed assets                        260,628   277,990
Restricted promissory notes                                105,724    80,886
----------------------------------------------------------------------------
                                                           495,836   495,211
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Current
Accounts payable and accrued liabilities                    24,373    50,837
Provisional payments for concentrate inventory shipped
 and not priced                                              1,906    10,512
Short-term debt including current portion of long-term
 debt                                                        2,049     4,854
Income and mining taxes payable                              1,152       264
Current portion of reclamation, closure cost accruals and
 other environmental obligations                             5,147     5,622
----------------------------------------------------------------------------
Total current liabilities                                   34,627    72,089

Deferred income                                              6,822     5,924
Long-term lease obligations                                     76       125
Royalty obligations                                        101,852    78,449
Long-term debt                                               8,964     1,851
Reclamation, closure cost accruals and other
 environmental obligations                                  25,318    22,906
Employee future benefits                                     1,292       994
Future income tax liabilities                                5,629     3,211
----------------------------------------------------------------------------
Total liabilities                                          184,580   185,549
Shareholders' equity                                       311,256   309,662
----------------------------------------------------------------------------
                                                           495,836   495,211
----------------------------------------------------------------------------
----------------------------------------------------------------------------

BREAKWATER RESOURCES LTD.
Consolidated Statements of Operations and Retained Earnings
(Expressed in thousands of Canadian dollars except share and per share
 amounts)
(Unaudited)

                                     Three Months Ended   Nine Months Ended

For the periods ended September 30       2009      2008      2009      2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Gross sales revenue                    71,622   101,004   176,694   298,009
Treatment and marketing costs          15,460    33,949    51,676    96,132
----------------------------------------------------------------------------
Net revenue                            56,162    67,055   125,018   201,877
----------------------------------------------------------------------------

Direct operating costs                 33,966    55,020    86,754   153,583
Depreciation and depletion              7,972    13,904    18,573    30,951
Reclamation and closure costs             887     2,036     4,492     2,669
----------------------------------------------------------------------------
                                       42,825    70,960   109,819   187,203
----------------------------------------------------------------------------
Contribution (loss) from mining
 activities                            13,337    (3,905)   15,199    14,674
----------------------------------------------------------------------------

General and administrative              2,443     3,706     8,120    11,433
Interest and financing                    776     1,031     2,334     2,978
Investment and other income            (2,614)   (8,497)   (7,292)  (13,536)
Foreign exchange and other expense
 (income)                               2,217      (642)    4,723   (1,488)
Exploration                               300     4,923     1,139    13,830
Other non-producing property costs      1,449       437     5,212     1,244
Write-down of mineral properties and
 fixed assets                               -    10,970         -    10,970
----------------------------------------------------------------------------
                                        4,571    11,928    14,236    25,431
----------------------------------------------------------------------------
Earnings (loss) before income and
 mining tax provision                   8,766   (15,833)      963   (10,757)
Income and mining tax provision         2,285    20,239     5,514    24,097
----------------------------------------------------------------------------
Net earnings (loss)                     6,481   (36,072)   (4,551)  (34,854)
Retained earnings, beginning of
 period                                69,536   170,126    80,568   168,908
----------------------------------------------------------------------------
Retained earnings, end of period       76,017   134,054    76,017   134,054
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Basic earnings (loss) per Common
 Share                                  $0.01    ($0.08)   ($0.01)  
($0.08)Diluted earnings (loss) per Common
 Share                                  $0.01    ($0.08)   ($0.01)   ($0.08)
Basic weighted-average number of
 Common
Shares outstanding (000's)            678,926   446,508   601,701   439,556
----------------------------------------------------------------------------
----------------------------------------------------------------------------

BREAKWATER RESOURCES LTD.
Consolidated Statements of Accumulated Other Comprehensive (Loss) Income
(Expressed in thousands of Canadian dollars)
(Unaudited)

----------------------------------------------------------------------------
                                                    September 30,  December
                                                            2009   31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Accumulated other comprehensive income (loss),
 beginning of period                                       3,257     (3,817)
Other comprehensive (loss) income                        (15,959)     7,074
----------------------------------------------------------------------------

Accumulated other comprehensive (loss) income, end
 of period                                               (12,702)     3,257
----------------------------------------------------------------------------
----------------------------------------------------------------------------

BREAKWATER RESOURCES LTD.
Consolidated Statements of Other Comprehensive (Loss) Income
(Expressed in thousands of Canadian dollars)
(Unaudited)

                                     Three Months Ended   Nine Months Ended
For the periods ended September 30       2009      2008      2009      2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Net earnings (loss)                     6,481   (36,072)   (4,551)  (34,854)
----------------------------------------------------------------------------

Other comprehensive (loss) income,
 net of income taxes:
 Unrealized (losses) gains on
  translating financial statements
  of self sustaining foreign
  operations                           (9,521)    3,974   (15,797)    6,167
 Unrealized loss on short-term
  available-for sale securities,
  net of income tax provision for
  the 3 months of $Nil (2008 - $3)
  and 9 months of $1 (2008 - $4)           (1)      (18)       (6)      (23)
 Unrealized gain (loss) on restricted
  investments net of income tax
  provision for the 3 months of $9
  (2008 - $23) and 9 months of
  $10 (2008 - $23)                         49       126       (55)      126
 Unrealized loss on long-term
  available-for-sale securities,
  net of income tax provision for
  the 3 months of $Nil (2008 - $27)
  and 9 months of $Nil (2008 - $Nil)        -      (172)        -         -
 Reclassification of gain (loss) on
  sale of available-for-sale securities
  to income                                 2    (6,479)     (101)  (13,222)
----------------------------------------------------------------------------

Other comprehensive loss, net of
 income taxes                          (9,471)   (2,569)  (15,959)   (6,952)
----------------------------------------------------------------------------

Comprehensive loss                     (2,990)  (38,641)  (20,510)  (41,806)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

BREAKWATER RESOURCES LTD.
Consolidated Statements of Cash Flow
(Expressed in thousands of Canadian dollars)
(Unaudited)
                                           Three Months         Nine Months
                                                  Ended               Ended
For the periods ended September 30       2009      2008      2009      2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Operating Activities
Net earnings (loss)                     6,481   (36,072)   (4,551)  (34,854)
Items not affecting cash:
 Depreciation and depletion             7,972    13,904    18,573    30,951
 Loss (gain) on sale of investments         3    (2,059)     (118)   (9,035)
 Unrealized (gain) loss on
  investments                            (156)   (4,127)       77     1,722
 Write-down of mineral properties
  and fixed assets                          -    10,970         -    10,970
 Other non-cash items                    (202)      443      (416)    2,815
 Stock-based compensation                  83       190       433       901
 Unrealized deferred income              (912)     (153)   (1,847)     (458)
 Future income taxes                    1,132    18,377     3,453    15,685
 Reclamation, closure cost accruals
  and other environmental obligations     887     2,036     4,492     2,669
 Employee future benefits                 858       675     2,577     1,384
Payment of reclamation, closure cost
 accruals and other
 environmental obligations               (563)   (1,336)   (1,874)   (2,883)
Payment of employee future benefits      (754)     (772)   (2,279)   (2,481)
Changes in non-cash working capital
 items                                 (9,676)  (17,219)  (31,123)  (23,596)
----------------------------------------------------------------------------
Net cash provided by (used in)
 operating activities                   5,153   (15,143)  (12,603)   (6,210)
----------------------------------------------------------------------------

Investing Activities
(Increase) decrease in restricted
 cash                                  (5,829)       68    (5,829)      118
Short-term investments                      -     3,569         -     7,017
Long-term investments                       -         -         -    13,350
Funds advanced on promissory note           -         -   (23,428)        -
Restricted reclamation investments       (224)     (476)    3,302      (476)
Issue of common shares to purchase
 Myra Falls Limited
Partnership                                 -         -         -       (34)
Acquisition of Metco Resources Inc.,
 net of cash acquired                       -         -         -        23
Mineral properties and fixed assets    (6,196)  (16,503)  (18,057)  (65,150)
Proceeds from sale of mineral
 properties and fixed assets                -       164     1,906       192
----------------------------------------------------------------------------
Net cash used in investing
 activities                           (12,249)  (13,178)  (42,106)  (44,960)
----------------------------------------------------------------------------

Financing Activities
Proceeds from sale of royalty
 interest                                   -         -    23,428         -
Issue of common shares and warrants
 for cash, net of issue costs              89        97    21,659       284
Deferred income relating to
 royalties                                  -         -     2,745         -
Decrease in long-term lease
 obligations                              (60)      (72)      (49)     (109)
Increase (decrease) in short-term
 debt                                     564        60      (557)      891
Increase in long-term debt              5,468        35     5,468     3,057
----------------------------------------------------------------------------
Net cash provided by financing
 activities                             6,061       120    52,694     4,123
----------------------------------------------------------------------------
Net decrease in cash during the
 period                                (1,035)  (28,201)   (2,015)  (47,047)
Cash and cash equivalents, beginning
 of period                             19,348    44,088    20,328    62,934
----------------------------------------------------------------------------
Cash and cash equivalents, end of
 period                                18,313    15,887    18,313    15,887
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Supplemental Information
 Cash interest paid                        43         5       549        66
 Cash income and mining taxes paid        114     4,328       964    14,635
 Cash interest received                   185       624       765       984
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Segment Information
For the Three Months Ended September 30, 2009 (Unaudited)
---------------------------------------------------------------------------
($000's)                                          Myra
Operating Segment             Mochito   Toqui    Falls  Langlois      Total
---------------------------------------------------------------------------

Gross sales revenue            35,918  17,369   19,918         -     73,205
Treatment and marketing costs   7,279   4,194    3,987         -     15,460
---------------------------------------------------------------------------
Net revenue                    28,639  13,175   15,931         -     57,745
---------------------------------------------------------------------------
Direct operating costs         14,319   6,343   13,291        13     33,966
Depreciation and depletion      5,355   2,228      343        23      7,949
Reclamation and closure costs     314      55      394        21        784
---------------------------------------------------------------------------
                               19,988   8,626   14,028        57     42,699
---------------------------------------------------------------------------
Contribution (loss) from
 mining activities              8,651   4,549    1,903       (57)    15,046
---------------------------------------------------------------------------Gener
l and administrative          -       -        -         -          -
Interest and financing              -       -        -         -          -
Investment and other income         -       -        -         -          -
Foreign exchange and other          -       -        -         -          -
Exploration                       112      95        -        93        300
Other non-producing property
 costs                              -       -        -     1,183      1,183
---------------------------------------------------------------------------
                                  112      95        -     1,276      1,483
---------------------------------------------------------------------------
Earnings (loss) before income
 and mining tax provision       8,539   4,454    1,903    (1,333)    13,563
Income and mining tax
 provision                        811   1,302        -       172      2,285
---------------------------------------------------------------------------
Net earnings (loss)             7,728   3,152    1,903    (1,505)    11,278
---------------------------------------------------------------------------

Capital expenditures
 (recovery)                     3,116   2,842      389         -      6,347
Mineral properties and fixed
 assets                        48,774  59,193   22,278   121,172    251,417
Identifiable assets            71,731  84,775  179,773   125,344    461,623
---------------------------------------------------------------------------
---------------------------------------------------------------------------

--------------------------------------------------------------------
($000's)                      Non-operating  Corporate
Operating Segment                     mines  and Other  Consolidated
--------------------------------------------------------------------

Gross sales revenue                       -     (1,583)       71,622
Treatment and marketing costs             -          -        15,460
--------------------------------------------------------------------
Net revenue                               -     (1,583)       56,162
--------------------------------------------------------------------
Direct operating costs                    -          -        33,966
Depreciation and depletion                -         23         7,972
Reclamation and closure costs           103          -           887
--------------------------------------------------------------------
                                        103         23        42,825
--------------------------------------------------------------------
Contribution (loss) from
mining activities                      (103)    (1,606)       13,337
--------------------------------------------------------------------
General and administrative                -      2,443         2,443
Interest and financing                    -        776           776
Investment and other income               -     (2,614)       (2,614)
Foreign exchange and other                -      2,217         2,217
Exploration                               -          -           300
Other non-producing property
 costs                                  226         40         1,449
--------------------------------------------------------------------
                                        226      2,862         4,571
--------------------------------------------------------------------
Earnings (loss) before income
 and mining tax provision              (329)    (4,468)        8,766
Income and mining tax
 provision                                -          -         2,285
--------------------------------------------------------------------
Net earnings (loss)                    (329)    (4,468)        6,481
--------------------------------------------------------------------

Capital expenditures
 (recovery)                               -       (151)        6,196
Mineral properties and fixed
 assets                                 994      8,217       260,628
Identifiable assets                   1,155     33,058       495,836
--------------------------------------------------------------------
--------------------------------------------------------------------

Information about major customers - Summary of net revenue from
major customers for the three months ended September 30, 2009.

Revenue Source

($000's)           Mochito   Toqui   Myra Falls    Total
--------------------------------------------------------
Customer 1          10,385   1,002        8,883   20,270
Customer 2          11,025       -        8,155   19,180

For the Three Months Ended September 30, 2008 (Unaudited)
--------------------------------------------------------------------------
($000's)                                         Myra
Operating Segment             Mochito  Toqui    Falls   Langlois     Total
--------------------------------------------------------------------------

Gross sales revenue            27,009 18,190   28,354     27,451   101,004
Treatment and marketing costs   8,546  7,683    9,351      8,369    33,949
--------------------------------------------------------------------------
Net revenue                    18,463 10,507   19,003     19,082    67,055
--------------------------------------------------------------------------
Direct operating costs         10,503  8,594   19,252     16,671    55,020
Depreciation and depletion      2,504  2,281    1,675      7,404    13,864
Reclamation and closure costs     391     36      427         20       874
--------------------------------------------------------------------------
                               13,398 10,911   21,354     24,095    69,758
--------------------------------------------------------------------------
Contribution (loss) from
mining activities               5,065   (404)  (2,351)    (5,013)   (2,703)
--------------------------------------------------------------------------
General and administrative          -      -        -          -         -
Interest and financing              -      -        -          -         -
Investment and other income         -      -        -          -         -
Foreign exchange and other
 income                             -      -        -          -         -
Exploration                       821    129       49        895     1,894
Other non-producing property
 costs                              -      -        -          -         -
Write-down of mineral
 properties                         -      -        -          -         -
--------------------------------------------------------------------------
                                  821    129       49        895     1,894
--------------------------------------------------------------------------
Earnings (loss) before income
 and mining tax provision
 (recovery)                     4,244   (533)  (2,400)    (5,908)   (4,597)
Income and mining tax
 provision (recovery)           1,206    271    5,297     13,719    20,493
--------------------------------------------------------------------------
Net earnings (loss)             3,038   (804)  (7,697)   (19,627)  (25,090)
--------------------------------------------------------------------------

Capital expenditures            5,820  3,681      283      6,461    16,245
Mineral properties and fixed
 assets                        51,609 57,914   58,538    132,105   300,166
Identifiable assets            79,091 76,522  191,960    158,522   506,095
--------------------------------------------------------------------------
--------------------------------------------------------------------------

--------------------------------------------------------------------
($000's)                      Non-operating  Corporate
Operating Segment                     mines  and Other  Consolidated
--------------------------------------------------------------------

Gross sales revenue                       -          -       101,004
Treatment and marketing costs             -          -        33,949
--------------------------------------------------------------------
Net revenue                               -          -        67,055
--------------------------------------------------------------------
Direct operating costs                    -          -        55,020
Depreciation and depletion                -         40        13,904
Reclamation and closure costs         1,162          -         2,036
--------------------------------------------------------------------
                                      1,162         40        70,960
--------------------------------------------------------------------
Contribution (loss) from
mining activities                    (1,162)       (40)       (3,905)
--------------------------------------------------------------------
General and administrative                -      3,706         3,706
Interest and financing                    -      1,031         1,031
Investment and other income               -     (8,497)       (8,497)
Foreign exchange and other
 income                                   -       (642)         (642)
Exploration                              32      2,997         4,923
Other non-producing property
 costs                                  398         39           437
Write-down of mineral
 properties                               -     10,970        10,970
--------------------------------------------------------------------
                                        430      9,604        11,928
--------------------------------------------------------------------
Earnings (loss) before income
 and mining tax provision
 (recovery)                          (1,592)    (9,644)      (15,833)
Income and mining tax
 provision (recovery)                     -       (254)       20,239
--------------------------------------------------------------------
Net earnings (loss)                  (1,592)    (9,390)      (36,072)
--------------------------------------------------------------------

Capital expenditures                      -        258        16,503Mineral
properties and fixed
 assets                               5,292      9,786       315,244
Identifiable assets                   6,207     32,826       545,128
--------------------------------------------------------------------
--------------------------------------------------------------------

Information about major customers - Summary of net revenue from
major customers for the three months ended September 30, 2008.

Revenue Source

($000's)           Mochito   Toqui   Myra Falls   Langlois    Total
-------------------------------------------------------------------
Customer 1           6,648       -            -      6,393   13,041
Customer 2               -   2,652       10,155          -   12,807
Customer 3           9,435     312            -          -    9,747

For the Nine Months Ended September 30, 2009 (Unaudited)
---------------------------------------------------------------------------
($000's)                                         Myra
Operating Segment             Mochito   Toqui   Falls   Langlois      Total
---------------------------------------------------------------------------

Gross sales revenue            71,608  50,067  54,844      2,992    179,511
Treatment and marketing costs  20,717  15,977  13,798      1,184     51,676
---------------------------------------------------------------------------
Net revenue                    50,891  34,090  41,046      1,808    127,835
---------------------------------------------------------------------------
Direct operating costs         31,841  15,360  38,378      1,175     86,754
Depreciation and depletion     11,954   5,317   1,165         68     18,504
Reclamation and closure costs   1,010     175   2,698         64      3,947
---------------------------------------------------------------------------
                               44,805  20,852  42,241      1,307    109,205
---------------------------------------------------------------------------
Contribution (loss) from
mining activities               6,086  13,238  (1,195)       501     18,630
---------------------------------------------------------------------------
General and administrative          -       -       -          -          -
Interest and financing              -       -       -          -          -
Investment and other income         -       -       -          -          -
Foreign exchange and other          -       -       -          -          -
Exploration                       319     459       -        361      1,139
Other non-producing property
 costs                              -       -       -      4,464      4,464
---------------------------------------------------------------------------
                                  319     459       -      4,825      5,603
---------------------------------------------------------------------------
Earnings (loss) before income
 and mining tax provision       5,767  12,779  (1,195)    (4,324)    13,027
Income and mining tax
 provision                      1,006   1,721       -      2,176      4,903
---------------------------------------------------------------------------
Net earnings (loss)             4,761  11,058  (1,195)    (6,500)     8,124
---------------------------------------------------------------------------

Capital expenditures            9,424   6,902   1,104         91     17,521
---------------------------------------------------------------------------
---------------------------------------------------------------------------

--------------------------------------------------------------------
($000's)                      Non-operating  Corporate
Operating Segment                     mines  and Other  Consolidated
--------------------------------------------------------------------

Gross sales revenue                       -     (2,817)      176,694
Treatment and marketing costs             -          -        51,676
--------------------------------------------------------------------
Net revenue                               -     (2,817)      125,018
--------------------------------------------------------------------
Direct operating costs                    -          -        86,754
Depreciation and depletion                -         69        18,573
Reclamation and closure costs           545          -         4,492
--------------------------------------------------------------------
                                        545         69       109,819
--------------------------------------------------------------------
Contribution (loss) from
 mining activities                     (545)    (2,886)       15,199
--------------------------------------------------------------------
General and administrative                -      8,120         8,120
Interest and financing                    -      2,334         2,334
Investment and other income               -     (7,292)       (7,292)
Foreign exchange and other                -      4,723         4,723
Exploration                               -          -         1,139
Other non-producing property
 costs                                  682         66         5,212
--------------------------------------------------------------------
                                        682      7,951        14,236
--------------------------------------------------------------------
Earnings (loss) before income
 and mining tax provision            (1,227)   (10,837)          963
Income and mining tax
 provision                                -        611         5,514
--------------------------------------------------------------------
Net earnings (loss)                  (1,227)   (11,448)       (4,551)
--------------------------------------------------------------------

Capital expenditures                      -        536        18,057
--------------------------------------------------------------------
--------------------------------------------------------------------

Information about major customers - Summary of net revenue from
major customers for the nine months ended September 30, 2009.

Revenue Source
($000's)               Mochito    Toqui   Myra Falls   Langlois      Total
--------------------------------------------------------------------------
Customer 1              12,962        -       15,735          -     28,697
Customer 2              10,385    4,422       10,818          -     25,625
Customer 3               7,741    6,009        6,893        455     21,098

For the Nine Months Ended September 30, 2008 (Unaudited)
--------------------------------------------------------------------------
($000's)                                         Myra
Operating Segment             Mochito  Toqui    Falls   Langlois     Total
--------------------------------------------------------------------------

Gross sales revenue            78,185 77,292   75,490     67,042   298,009
Treatment and marketing costs  22,045 30,922   22,494     20,671    96,132
--------------------------------------------------------------------------
Net revenue                    56,140 46,370   52,996     46,371   201,877
--------------------------------------------------------------------------
Direct operating costs         27,154 26,278   56,314     43,837   153,583
Depreciation and depletion      6,283  6,255    4,469     13,818    30,825
Reclamation and closure costs
 (income)                         925   (958)   1,287         60     1,314
--------------------------------------------------------------------------
                               34,362 31,575   62,070     57,715   185,722
--------------------------------------------------------------------------
Contribution (loss) from
mining activities              21,778 14,795   (9,074)   (11,344)   16,155
--------------------------------------------------------------------------
General and administrative          -      -        -          -         -
Interest and financing              -      -        -          -         -
Investment and other income         -      -        -          -         -
Foreign exchange and other
 income                             -      -        -          -         -
Exploration                     1,788    816    1,027      3,598     7,229
Other non-producing property
 costs                              -      -        -          -         -
Write-down of mineral
 properties                         -      -        -          -         -
--------------------------------------------------------------------------
                                1,788    816    1,027      3,598     7,229
--------------------------------------------------------------------------
Earnings (loss) before income
 and mining tax provision
 (recovery)                    19,990 13,979  (10,101)   (14,942)    8,926
Income and mining tax
 provision (recovery)           5,198  2,678    8,164      9,003    25,043
--------------------------------------------------------------------------
Net earnings (loss)            14,792 11,301  (18,265)   (23,945)  (16,117)
--------------------------------------------------------------------------

Capital expenditures           19,776 17,755    3,250     23,286    64,067
--------------------------------------------------------------------------
--------------------------------------------------------------------------

----------------------------------------------------------------------
($000's)                      Non-operating  Corporate
Operating Segment                     mines  and Other  Consolidated
--------------------------------------------------------------------

Gross sales revenue                       -          -       298,009
Treatment and marketing costs             -          -        96,132
--------------------------------------------------------------------
Net revenue                               -          -       201,877
--------------------------------------------------------------------
Direct operating costs                    -          -       153,583Depreciation
and depletion                -        126        30,951
Reclamation and closure costs
 (income)                             1,355          -         2,669
--------------------------------------------------------------------
                                      1,355        126       187,203
--------------------------------------------------------------------
Contribution (loss) from
mining activities                    (1,355)      (126)       14,674
--------------------------------------------------------------------
General and administrative                -     11,433        11,433
Interest and financing                    -      2,978         2,978
Investment and other income               -    (13,536)      (13,536)
Foreign exchange and other
 income                                   -     (1,488)       (1,488)
Exploration                             422      6,179        13,830
Other non-producing property
 costs                                1,069        175         1,244
Write-down of mineral
 properties                               -     10,970        10,970
--------------------------------------------------------------------
                                      1,491     16,711        25,431
--------------------------------------------------------------------
Earnings (loss) before income
 and mining tax provision
 (recovery)                          (2,846)   (16,837)      (10,757)
Income and mining tax
 provision (recovery)                     -       (946)       24,097
--------------------------------------------------------------------
Net earnings (loss)                  (2,846)   (15,891)      (34,854)
--------------------------------------------------------------------

Capital expenditures                      -      1,083        65,150
--------------------------------------------------------------------
--------------------------------------------------------------------

Information about major customers - Summary of net revenue from
major customers for the nine months ended September 30, 2008.

Revenue Source
($000's)               Mochito      Toqui   Myra Falls   Langlois      Total
----------------------------------------------------------------------------
Customer 1               5,951     13,495       19,482          -     38,928
Customer 2                   -      4,600       31,678          -     36,278
Customer 3               6,648          -            -     13,986     20,634


    

Contacts:
Breakwater Resources Ltd.
Ann Wilkinson
Vice President, Investor Relations
416-363-4798 Ext. 277
AWilkinson@breakwater.ca

Copyright 2009, Market Wire, All rights reserved.

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