November 18, 2002

News Release: Rockwater Capital Agrees to Acquire Private Client Business of Yorkton Securities Inc. and Announces $24.5 Million Financing

Rockwater Capital Corporation (Rockwater) (RCC - TSX) today announced that it has entered into an agreement to acquire the Private Client business of Yorkton Securities Inc. (Yorkton) for approximately $23 million.

Upon closing, Rockwater's investment dealer -- First Associates Investments Inc. (First Associates) -- will have more than $3.4 billion in assets under administration, over 500 employees including 228 investment professionals located in 11 centres from coast to coast. One of Canada's largest independent, full service investment dealers, Yorkton has roots dating back to 1910. The firm began operating under the Yorkton banner in 1974 and since that time has grown to become a significant presence in Canada's financial services industry with a particular capital markets focus on small and medium sized Canadian companies. After the transaction is completed, Yorkton will be fully focused on continuing its leadership in institutional equities and investment banking.

"This is a substantial step forward in our continued effort to build Canada's leading independent investment management alternative," said Robert Schultz, Chairman of Rockwater and First Associates. "The purchase of Yorkton's Private Client business is the fourth acquisition we have announced since changing the firm's strategic direction in May of 2002," added Mr. Schultz. "In very short order, we have emerged as the leading independent firm in Canada," said Bill Packham, President and CEO of Rockwater and First Associates. "The transaction increases our client asset base to $3.4 billion, provides First Associates with a national footprint and greatly enhances our ability to serve our individual wealth management clients. In addition, clients of our growing Capital Markets business will benefit from the firm's enhanced distribution platform and relationship network."

William R. Fulton, President and COO of Yorkton said "We are all extremely pleased to be joining forces with Bob Schultz and Bill Packham and their excellent executive team. When the proven capabilities of both Rockwater and First Associates are combined with Yorkton's resources, the result will be a very powerful firm which will excel at serving clients across the country."

As Yorkton's Private Client business begins operating under the First Associates banner, clients' current advisory relationships will remain intact and over time, be augmented by a broader array of products and services.

Mr. Fulton will become Deputy Chairman and COO of First Associates as well as COO of Rockwater. Bill Sacre will join Colman O'Brien as co-head of First Associates' Wealth Management division. It is not expected that there will be any significant disruption to employees of either company.

Rockwater has the option to satisfy up to $11 million of the purchase price through the issuance of Rockwater common shares but intends to complete the acquisition for cash. Rockwater has agreed, subject to shareholder approval, to reserve for issuance up to 12,700,000 Rockwater common shares as part of a retention program for Yorkton private client investment advisors and senior executives joining Rockwater.

Rockwater also announced today that, in conjunction with this transaction, it plans to raise approximately $24.5 million through a private placement of up to 32,740,000 Special Warrants in the capital of Rockwater at a price of $0.75 per Special Warrant. Each Special Warrant will entitle the holder to acquire without further payment one Rockwater common share. The net proceeds from the private placement will be deposited and held in escrow and, upon release, will be used to fund a portion of the purchase price payable by Rockwater and the balance will be used for general working capital.

The transactions are subject to customary conditions, regulatory approval and approval by Yorkton shareholders. Shareholders representing approximately 45% of Yorkton's shares, including all of the members of the Yorkton Executive Committee, have committed to vote in favour of the transaction. The transaction is expected to close on or about December 31, 2002.

Rockwater Capital Corporation (TSX: RCC) is a unique financial services firm that is building the leading independent investment management alternative in Canada,

For further information: Bill Packham, President and CEO, Rockwater
Capital Corporation, (416) 865-4781, www.rockwater.ca; Rod Sim, Chairman &
CEO, Yorkton Financial Inc., (416) 864-3577, www.yorkton.com

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