Rockwater Capital Corporation

Rockwater Capital Corporation

January 04, 2005 07:00 ET

Rockwater Announces $35 Million Financing With the Caisse de depot et placement du Quebec and Rockwater's Senior Management


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: ROCKWATER CAPITAL CORPORATION

TSX SYMBOL: RCC

JANUARY 4, 2005 - 07:00 ET

Rockwater Announces $35 Million Financing With the
Caisse de depot et placement du Quebec and Rockwater's
Senior Management

TORONTO, ONTARIO--(CCNMatthews - Jan. 4, 2005) - Rockwater Capital
Corporation (TSX:RCC) today announced that it has entered into
agreements to complete a private placement of $35 million principal
amount of senior unsecured convertible debentures in the capital of
Rockwater due December 31, 2010. Caisse de depot et placement du Quebec
has subscribed for $30 million of the Debentures and members of senior
management of Rockwater have subscribed for $5 million of the Debentures.

The Debentures will bear interest at 6.75% per annum reducing to 6.50%
per annum upon fulfilment of certain conditions by Rockwater. Commencing
June 30, 2005, the Debentures are convertible at the holders' option
into common shares of Rockwater at a price based on an average market
price calculated at the time of closing, subject to adjustment if
Rockwater completes a public offering of common shares on or before June
30, 2005.

Rockwater may not redeem the Debentures prior to December 31, 2008. From
December 31, 2008 through to the maturity date, Rockwater may, at its
option, redeem the Debentures, in whole or in part, subject to specified
conditions.

Rockwater will have the right to repay the outstanding principal amount
of the Debentures, on maturity or redemption, through the issuance of
Rockwater common shares.

Completion of the private placement is subject to receipt of all
requisite regulatory approvals. Closing is scheduled to occur in January
2005.

The net proceeds of the private placement will be used to repay the
bridge loan provided to Rockwater by a Canadian chartered bank in
connection with the acquisition of KBSH and for general working capital
purposes.

Rockwater Capital Corporation (www.Rockwater.ca) is a high growth
independent diversified financial services company. Rockwater focuses on
three distinct businesses: wealth management, asset management, and
capital markets. Rockwater's operating subsidiaries are First Associates
Investments Inc., a full service broker dealer, and KBSH Capital
Management Inc. and Rockwater Asset Management Inc., both investment
management firms.

This press release may contain forward-looking statements relating to
expected future events and financial and operating results of Rockwater
that involve risks and uncertainties. Actual results may differ
materially from management expectations as projected in such
forward-looking statements for a variety of reasons, including market
and general economic conditions and the risks and uncertainties detailed
from time to time in Rockwater's interim and annual financial statements
and other continuous disclosure documents filed by Rockwater with the
Canadian securities regulatory authorities. Due to the potential impact
of these factors, Rockwater disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, unless required by
applicable law.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE U.S.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Rockwater Capital Corporation
    William D. Packham
    President and CEO
    (416) 864-2100