Rockwater Capital Corporation announced the results of the special meeting of Rockwater shareholders held earlier today.

At the special meeting,

Shareholders of Rockwater Capital Corp. have approved the issuance of up to 20 million common shares at a special meeting held today.

The share issue is in connection with the previously announced private placement of up to 20 million Rockwater Series “B” special warrants at a price of $0.77 per Series “B” special warrant for maximum gross proceeds of $15.4 million.

On Dec. 17, 2002, Rockwater announced that it had closed the issue and sale of 12,912,530 Series “B” special warrants for gross proceeds of $9,942,648. Proceeds from the private placement were deposited and held in escrow pending completion of the acquisition of the private client business of Yorkton Securities Inc. and Rockwater obtaining the approval of its shareholders authorizing the private placement. As a result of today’s meeting, the proceeds of the private placement will be released to Rockwater.

Closing of the balance of the proposed private placement is scheduled to occur on or before March 13, 2003.

Shareholders of Rockwater also approved the adoption by Rockwater of a Key Employee Retention Plan and the related reservation for issuance of up to 13 million common shares in the capital of Rockwater pursuant to the plan.

Rockwater Capital Corporation is a unique financial services firm that is building Canada’s leading independent investment management firm.