Rochester Resources Ltd. — Capital/Financing Update 2020

Nov 20, 2020

TSX Venture: RCT Frankfurt: R5I

Suite 1305-1090 W. Georgia St., Vancouver, BC, V6E 3V7 ⧫ Phone: 604.685.9316 ⧫ Fax: 604.683.1585

News Release

ROCHESTER ANNOUNCES DEBT SETTLEMENT

Vancouver, British Columbia – November 19[th] 2020: - Rochester Resources Ltd. (the “Company”) (TSXV: RCT and Frankfurt: R5I) announces that the Company proposes to issue equity in order to settle certain debts (the “ Debt Settlement ”). Over the past years the Company has received cash advances from directors and certain shareholders. The Company proposes to issue 11,430,070 units (“ Cash Units ”) in order to settle a portion of the debt owing because of prior cash advances. The issue price for the Cash Units is $0.075, with each Cash Unit comprising one common share (a “ Share ”) and one share purchase warrant (a “ Warrant ”). Each Warrant will entitle the holder to purchase an additional Share at a price of $0.075 for three years. The Company will also issue 2,450,000 shares (“ Debt Shares ”) at a deemed price of $0.075 per share in order to settle debt owing to certain directors and officers.

It is expected that Messrs. Nick DeMare, CEO, and Eduardo Luna, Chairman, will acquire Cash Units pursuant to the Debt Settlement. This acquisition of securities could result in either or both of Mr. DeMare and Mr. Luna increasing their respective shareholdings to 20% or more of the issued and outstanding securities of the Company, thereby creating new Control Persons (as that term is defined in the TSX Venture Exchange Corporate Finance Manual). Approval of disinterested shareholders will be sought at the Company’s annual general meeting to be held on December 17, 2020 with respect to the acquisition of securities by Messrs. DeMare and Luna, should their acquisition of securities pursuant to the Debt Settlement result in either or both of them increasing their respective shareholdings to 20% or more of the post-closing issued and outstanding securities of the Company.

The Debt Settlements are subject to the acceptance for filing by the TSX Venture Exchange. All securities issued will be subject to a four month hold period from the date of closing.

ON BEHALF OF THE BOARD

“Nick DeMare”

CEO and Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.