Rochester Announces Private Placement of Convertible Debentures

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 OCTOBER 23, 2012

ROCHESTER ANNOUNCES PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Vancouver, British Columbia – October 23, 2012 - Rochester Resources Ltd. (the "Company") (TSXV: RCT and Frankfurt: R5I announces that it has arranged a $950,000 private placement of convertible debentures. The private placement includes insider participation. The Company has received all $950,000 on account of this debenture financing.

The private placement will consist of convertible debentures, structured as a secured, interest-bearing loan of $950,000, which has been advanced to the Company. The term of the loan will be until December 31, 2014 at which time all unpaid principal and interest will become due. The lenders may convert at any time all or a portion of the principal amount outstanding under the loan into common shares of the Company at a conversion price of $0.10 per common share. The lenders will also have the right to convert all or any portion of the accrued interest on the loan into common shares of the Company at the market price of the Company’s common shares at the time of conversion. The Company may, at its option, repay all or any part of the principal amount outstanding under the loan, without bonus or penalty, subject to the requirement that the Company give notice to the lenders that the lenders may elect within 10 business days to convert all or any portion of the loan into common shares. The loan agreement will contain provisions related to default by the Company and remedies available to the lenders. The Company will pay to the lenders an interest charge equivalent to $12.67 per tonne of mineralized material processed from the San Francisco project, subject to a minimum monthly payment of $12,500.

Purchasers of the debentures will also receive detachable share purchase warrants entitling them to purchase up to a total of 4,750,000 common shares of the Company exercisable until December 31, 2014 at a price of $0.10 per common share.

The convertible debentures and issuance of the share purchase warrants are subject to the acceptance of the TSX Venture Exchange. The debentures, warrants and all shares issued on conversion or exercise thereof will be subject to a four month hold period.

The loan funds are to be used to assist the Company in funding payment of a US$1,500,000 option payment now payable to exercise the San Francisco property option. The Company is currently producing mineralized material from the San Francisco concessions and is paying a charge of US$20 per tonne of mineralized material removed from the San Francisco concessions. During the year ended May 31, 2012, the Company processed 6,551 tonnes of mineralized material from the exploration and development works at the San Francisco project.

ON BEHALF OF THE BOARD

"Eduardo Luna"

Eduardo Luna, President and CEO

Forward Looking Statements

This Company Press Release contains certain "forward-looking" statements and information relating to the Company that are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors and strategic partners, the interest rate environment, governmental regulation and supervision, seasonality, technological change, changes in industry practices, and one-time events. In addition, the Company has not conducted an independent feasibility study on the Mina Real project which may increase the risk that the planned operations are not economically viable. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein.

Neither 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.