Breakwater Resources Ltd. completes C$23 million public offering of untis

Date Closed: 4/09/2009

Value: C$23 million

On April 9, 2009, Breakwater Resources Ltd., a mining exploration and development company which produces and sells concentrates bearing zinc, copper, lead, gold and silver closed a public offering of units by way of short form prospectus in all provinces of Canada for gross proceeds of $20 million. A total of 200,000,000 units were issued at a price of $0.10 per unit, with each unit comprising one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.12 per share until April 9, 2014. The units were also offered in the United States on a private placement basis.

On April 16, 2009, Breakwater completed the sale of an additional 30,000,000 units to the underwriters on the same terms, following exercise of the underwriters' over-allotment option, bringing the gross proceeds of the offering to $23 million. The warrants were listed for trading on the Toronto Stock Exchange under the symbol 'BWR.WT.A'. The offering was co-led by Cormark Securities Inc. and Dundee Securities Corporation with a syndicate of underwriters including GMP Securities L.P., Scotia Capital Inc., TD Securities Inc., Canaccord Capital Corporation, Octagon Capital Corporation and Toll Cross Securities Inc. Dundee Corporation purchased 57,960,000 units under the offering to maintain its approximate 25.2% equity interest in Breakwater.

The underwriters were represented by BLG, with a team including Philippe Tardif, Dolores Di Felice, Paul Simon and Andrew Bunston.