Rochester Resources Ltd. — Proxy Solicitation & Information Statement 2025

Sep 25, 2025

ROCHESTER RESOURCES LTD.

1305 - 1090 West Georgia Street

Vancouver, BC, V6E 3V7

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the "Meeting") of the Shareholders of Rochester Resources Ltd. (hereinafter called the "Company") will be held at Suite 1305, 1090 West Georgia Street, Vancouver, British Columbia, on Friday, the 24th day of October, 2025, at 10:00 AM (Vancouver time), for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the fiscal years ended May 31, 2025 and 2024, together with the report of the auditor therein;
2. to fix the number of directors at five (5);
3. to elect directors;
4. to appoint D&H Group LLP, Chartered Professional Accountants, as the auditor of the Company for the ensuing year at a remuneration to be fixed by the directors; and
5. to consider and, if thought fit, to pass an ordinary resolution to adopt the Company's new omnibus equity incentive plan, as more particularly described in the accompanying information circular of the Company dated September 18, 2025 (the "Information Circular").

Accompanying this Notice is a Management Information Circular, a form of Proxy and a Request Form for Annual and Interim Financial Statements. The accompanying Management Information Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice.

To be valid, the accompanying form of Proxy, duly completed, dated and signed, must arrive at the office of the Registrar and Transfer Agent of the Company, Computershare Investor Services Inc., not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or delivered to the Chairman of the Meeting on the day of but prior to the commencement of the Meeting.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your security on your behalf (the "Intermediary"), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia, this 18th day of September, 2025.

BY ORDER OF THE BOARD

"Nick DeMare"
Nick DeMare,
CEO and Director