UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 6-K

    REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934


                        For the month of OCTOBER, 2008.

                         Commission File Number: 0-30390


                             ROCHESTER RESOURCES LTD
- --------------------------------------------------------------------------------
                 (Translation of registrant's name into English)

 #1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Indicate by check mark whether the registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F:   FORM 20-F  [X]   FORM 40-F  [ ]

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this Form,  is also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf of the
undersigned, thereunto duly authorized.

                                           ROCHESTER RESOURCES LTD

Date:  October 24, 2008                    /s/ Nick DeMare
      -----------------------------        -------------------------------------
                                           Nick DeMare,
                                           Chairman









                             UTHE MINA REAL PROPERTY

                               UUTECHNICAL REPORT

                         (SANTA MARIA DEL ORO DISTRICT)

                           (STATE OF NAYARIT - MEXICO)



                                - PREPARED FOR -

                            ROCHESTER RESOURCES LTD.
                      SUITE 1305 - 1090 WEST GEORGIA STREET
                           VANCOUVER, BRITISH COLUMBIA
                                V6E 3V7 - CANADA.




                                 - PREPARED BY -



                      VICTOR A. JARAMILLO, M.SC.(A), P.GEO.
                      DISCOVER GEOLOGICAL CONSULTANTS INC.

                               SEPTEMBER 30, 2008






                                TABLE OF CONTENTS

                                                                            PAGE

SUMMARY....................................................................... 5

1.0 INTRODUCTION ............................................................. 8
         1.1 TERMS OF REFERENCE .............................................. 8
         1.2 SCOPE, SOURCES OF INFORMATION AND DISCLAIMER .................... 8

2.0 RELIANCE ON OTHER EXPERTS ................................................ 8

3.0 PROPERTY DESCRIPTION AND LOCATION ........................................ 9

4.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE
AND PHYSIOGRAPHY ............................................................ 11

5.0 HISTORY OF THE MINA REAL PROPERTY AREA .................................. 13

6.0 GEOLOGICAL SETTING ...................................................... 16
         6.1 REGIONAL AND LOCAL GEOLOGY ..................................... 16

7.0 DEPOSIT TYPE ............................................................ 20

8.0 MINERALIZATION AT THE MINA REAL PROPERTY ................................ 22

9.0 EXPLORATION AT THE MINA REAL PROPERTY ................................... 26

10.0 DRILLING AT THE MINA REAL PROPERTY ..................................... 32

11.0 SAMPLING METHOD AND APPROACH ........................................... 35

12.0 SAMPLE PREPARATION, ANALYSIS AND SECURITY .............................. 35

13.0 DATA VERIFICATION ...................................................... 37

14.0 ADJACENT PROPERTIES .................................................... 38

15.0 MINERAL PROCESSING AND METALLURGICAL TESTING ........................... 39

16.0 MINERAL RESOURCES AND RESERVES ......................................... 45

17.0 OTHER RELEVANT DATA AND INFORMATION .................................... 45

18.0 INTERPRETATION AND CONCLUSIONS ......................................... 46





19.0 RECOMMENDATIONS ........................................................ 47

20.0 REFERENCES ............................................................. 49

21.0 DATE AND SIGNATURE PAGE ................................................ 50

22.0 ILLUSTRATIONS .......................................................... 51



                                 LIST OF TABLES

1.   LIST OF CONCESSIONS AND CLAIMS ......................................... 11
2.   HIGHLIGHTS OF UNDERGROUND SAMPLES TAKEN BY THE AUTHOR IN 2005 .......... 26
3.   SUMMARY OF TRENCH SAMPLE RESULTS ALONG THE FLORIDA-4 VEIN .............. 29
4.   SUMMARY OF TRENCH SAMPLE RESULTS ALONG THE LA VIBORA VEIN............... 30
5.   SUMMARY OF DRILL HOLES DRILLED AT TAJOS CUATES.......................... 33
6.   SUMMARY OF DRILL HOLES DRILLED AT MINA REAL............................. 33
7.   DUE DILIGENCE SAMPLES TAKEN BY V. JARAMILLO AND ASSAYED AT ALS CHEMEX .. 37
8.   CYANIDATION BOTTLE ROLL TESTS OF 3 SAMPLES ............................. 40
9.   METALLURGICAL TEST FROM SAMPLES TAKEN FROM THE FLORIDA-3 VEIN........... 41



                                 LIST OF FIGURES

1.   MINA REAL PROPERTY LOCATION MAP.........................................  9
2.   MINA REAL PROPERTY CLAIM MAP............................................ 10
3.   LONGITUDINAL  SECTION OF FLORIDA-4 VEIN SHOWING EXPLORATION
        DRIFTS ALONG FIVE DIFFERENT LEVELS .................................. 15
4.   REGIONAL GEOLOGICAL MAP................................................. 17
5.   REGIONAL STRATIGRAPHY................................................... 18
6.   LOW SULPHIDATION EPITHERMAL VEIN SYSTEM SHOWING INTERPRETED EROSIONAL
        LEVEL OF VEINS AT THE YAGO PROPERTY, BASED ON CLAY ALTERATION........ 21
7.   MAP OF VEINS IN THE MINA REAL PROPERTY.................................. 25
8.   SCHEMATIC LONG SECTION OF THE FLORIDA-4 VEIN WITH APPROXIMATE TRENCH
        LOCATIONS (11 TRENCHES) ............................................. 31
9.   UNDERGROUND GEOLOGY MAP OF THE FLORIDA-4 VEIN (LEVEL 1,260M)............ 32
10.  FLORIDA-4 VEIN DRILL HOLE SECTION ...................................... 34
11.  LOCATION OF THE MINA REAL AND NEARBY SANTA FE PROPERTY.................. 38
12.  SILVER EXTRACTION ON FLORIDA SAMPLE .................................... 42
13.  SULPHUROUS LEACH FOLLOWED BY MANGANESE REMOVAL BY FILTRATION ........... 42





                                 LIST OF PLATES

1.   VIEW LOOKING SE FROM THE FLORIDA-4 ADIT (LEVEL 1,210M)  ................ 12
2.   PUMICE COVER (WHITE LAYER) ALONG ROAD NEAR FLORIDA-4 VEIN............... 19
3.   HAND SPECIMEN FROM FLORIDA-4 VEIN (LEVEL 1,210M). IT IS A
        HYDROTHERMAL BRECCIA WHICH CUTS THROUGH THE MAIN VEIN................ 23
4.   THE LA VIBORA AREA SHOWING STRONGLY FRACTURED AND WEATHERED
        WALL ROCK WITH IRON OXIDES........................................... 24
5.   QUARTZ VEIN IN TRENCH APPROXIMATELY 1 KM NW OF FLORIDA-3 VEIN AREA...... 27














                                       5


THE MINA REAL PROPERTY TECHNICAL REPORT
SEPTEMBER  30,  2008

SUMMARY

Victor A.  Jaramillo,  M.Sc.A.,  P.Geo.,  a geological  consultant with Discover
Geological  Consultants  Inc.,  was  retained  by  Rochester  Resources  Ltd. on
September 3P, 2008 with the terms of reference for this assignment consisting of
undertaking a geological review of recent exploration work done at the Mina Real
Property,  particularly  in reference to exploration  done on the Florida-4 Vein
system.

Previously  the author  visited the Mina Real Property on October 5P, 6 and from
the 11th to the 19th,  2005 (for eleven  days),  from November 23 to December 6,
2005 (for fourteen days)  accompanied by Mr. Jose Maria Moreno (Mine Geologist).
Recently the author was on site from  September 8 to the 10th(,) 2008 (for three
days) the  author  visited  the Mina Real  Property  accompanied  by Mr.  Hector
Chavez,  Exploration Manager (Consultant) and Mr. Jose Maria Moreno, Exploration
Superintendent for Mina Real Mexico S.A. de C.V..

Mr.  Jaramillo  on his  most  recent  visit  to Mina  Real  was  able to  review
geological  work  completed  to date,  such as drill data,  examine  drill core,
underground geological information, geochemical data and maps of the property.

The Mina Real gold-silver  property is located in the state of Nayarit,  Mexico,
on the Pacific  coast  approximately  50 kilometres  southeast  from the city of
Tepic and within the Santa Maria del Oro District, State of Nayarit, Mexico.

The Mina Real  Property is comprised of seven mining  concessions  and one claim
held by Mina Real Mexico S.A. de C.V., a subsidiary of Rochester Resources Ltd.,
a Canadian public company. It covers a total area of 20,662.42 hectares.

The  climate  is  sub-tropical  and  characterized  by a dry  and a wet  season.
Elevations range from 800 to 1,600 meters above sea level.

The  mineralized   structures  form  part  of  a  low  sulphidation   epithermal
gold-silver  system which is composed of quartz veins and hydrothermal  breccias
that trend NW-SE. The width of the veins varies from  approximately 0.30 to over
2.0 meters wide.  They are  structurally  controlled  by parallel  faults and at
places are  displaced by NE trending  post-mineral  faults.  Some vein  segments
contain elevated gold and silver values, mainly due to secondary enrichment.

The host rocks are dacite flows which show silicification and quartz veinlets in
the wall rocks adjacent to the quartz veins.  The silicified  edges to the veins
are narrow, generally 1 to 2 meters on each side of the veins.

To date over 20 quartz veins have been  identified  (See Figure 6) at Mina Real.
The Florida-1, 2 and 3 veins have been the main source of mineralization for the
mine  mill feed  within  the last two  years.  The  Tajos  Cuates  vein is being
explored and developed underground.

Recently a vein area called the Florida NW zone, north of the Florida-1, 2 and 3
veins, has been identified. Within this new area a total of 13 quartz veins have
been recognized.  It has similar

                      DISCOVER GEOLOGICAL CONSULTANTS INC.



                                       6



mineralogical characteristics as the Florida 3 vein system currently being mined
at the  Mina  Real  Property.  Other  veins  are  known  to  exist  but  require
exploration mapping and sampling.

Within the Florida NW zone a new vein called  Florida-4 was discovered.  A total
of 11  trenches  have been dug  along a strike  length  of two  kilometres.  The
Florida-4  vein is part of the main fracture  system in the area and has similar
mineralogical characteristics as the Florida 3 vein system currently being mined
at Mina Real. Highlights from the trenching program include:

Trench 1: 1.70 meters (true width) returned 11.61 g/t gold and 183.59 g/t silver
Trench 3: 0.70 meters (true width) returned 5.97 g/t gold and 44.00 g/t silver
Trench 4: 2.60 meters (true width) 6.53 g/t gold and 87.38 g/t silver
Trench 10: 0.70 meters (true width) 1.16 g/t gold and 761 g/t silver

A new vein within the Florida NW zone called "La Vibora" trends perpendicular to
the Florida-4 Vein. Highlights from this trenching program include:

Trench 1: 3.35 meters (true width) returned 15.45 g/t gold and 153 g/t silver.
Trench 2: 1.90 meters (true width) returned 35.26 g/t gold and 298 g/t silver.

As far as V. Jaramillo is aware, there are no pending environmental  liabilities
associated  with the  properties.  Mina Real is obliged to comply  with  Mexican
environmental laws and environmental permitting.

A geological  potential has been  estimated  for the Florida-4  Vein taking into
consideration  parameters  that are discussed in the report.  This  potential is
provided in ranges as required by NI 43-101.

For the lower end range = 225m  depth x 2,000m  length x 0.50m wide x 2.5 s.g. =
562,500 TONNES with grades of 4.0 g/t gold and 60 g/t silver

For the upper end range = 450m  depth x 2,000m  length x 1.0m wide x 2.5 s.g.  =
2,250,000 TONNES with grades of 8 g/t gold and 100 g/t silver

CAUTIONARY  STATEMENT:  Investors  are  cautioned  that the  potential  quantity
indicated  above  is  conceptual  in  nature.  It has  been  provided  only  for
illustration purposes. At this time, there has been insufficient  exploration to
define a  mineral  resource  below the  current  inferred  resources,  and it is
uncertain if further  exploration  will result in the discovery of these mineral
resources.

The above  geological  potential is for one vein. At Mina Real  approximately 20
veins  have  been   identified.   The  writer   believes  the  potential  to  be
considerable.

The author has reviewed and worked in several  similar style  mineral  deposits,
and through  this,  has gained the  expertise to give a fair  evaluation  of the
nature and distribution of the mineralization on this property.  In the author's
professional  opinion,  the property  discussed in this report is of merit,  and
thus it is strongly recommended that further exploration work be undertaken,  as
outlined in this report.



                                       7



An  exploration  program  on the Mina Real  property  is highly  recommended  as
follows:

- -  Geological mapping (1:1000) and trenching
- -  Access road and drill pad construction
- -  3,000 meters of HQ3 diamond drilling on selected targets

Diamond Drilling: (4 months)
- ----------------

Diamond drilling will include a total of 15 diamond drill holes, 200 meters deep
each (for a total of 3,000 meters) of HQ3 diameter.

Exploration Drifting: (4 to 6 months)
- --------------------

A total of 700 meters of  drifting  is  recommended,  particularly  in the Tajos
Cuates and Florida NW area veins.

The total cost for the above  exploration  program  has been  estimated  at US $
1,022,890.









                                       8


1.0 INTRODUCTION

1.1 TERMS OF REFERENCE

Victor A.  Jaramillo,  M.Sc.A.,  P.Geo.,  a geological  consultant with Discover
Geological  Consultants  Inc.,  was  retained  by  Rochester  Resources  Ltd. on
September 3P, 2008 with the terms of reference for this assignment consisting of
undertaking a geological  review of all  exploration  work done at the Florida-4
vein system.

Previously  the author  visited the Mina Real Property on October 5P, 6 and from
the 11th to the 19th,  2005 (for eleven  days),  from November 23 to December 6,
2005 (for fourteen days)  accompanied by Mr. Jose Maria Moreno (Mine Geologist).
Recently the author was on site from  September 8 to the 10th(,) 2008 (for three
days) the  author  visited  the Mina Real  Property  accompanied  by Mr.  Hector
Chavez,  Exploration Manager (Consultant) and Mr. Jose Maria Moreno, Exploration
Superintendent for Mina Real Mexico S.A. de C.V..

1.2 SCOPE, SOURCES OF INFORMATION AND DISCLAIMER

In preparing  this report,  the author has relied in part on geological  reports
and maps,  miscellaneous  technical  papers,  published  government  reports and
historical  documents  listed  in  the  "Selected  References"  section  at  the
conclusion of this report, public information and the writer's experience.

This  report is based on  information  known to the writer as of  September  12,
2008.  All  measurement  units used in this report are metric,  and  currency is
expressed in US dollars unless stated  otherwise.  Additionally,  the author met
with Mr. Nick DeMare,  Chairman of the Board of  Rochester  Resources  Ltd.,  at
their Vancouver office, during which time background  information such as recent
reports concerning the property was made available.

The results and  opinions  expressed  in this  report are  conditional  upon the
aforementioned  geological and legal  information being current,  accurate,  and
complete  as of the  date of this  report,  and  that no  information  has  been
withheld which would affect the conclusions made herein.

2.0 RELIANCE ON OTHER EXPERTS

The author has not completed an independent title search of the concessions. The
author has relied on the  representations  and  warranties  of Mina Real S.A. DE
C.V. and on Ing.  Ubaldo Alarcon  Santana,  the legal and mining advisor of Mina
Real,  who regularly  reviews the status of the mining  concessions  and claims,
held by Mina Real S.A. DE C.V. and certifies that the concessions and claims are
in good standings with the Mexican auditors each year end.

The author has also relied in part on a report titled "The Mina Real Gold-Silver
Property Technical report" which was written by him and dated January 22, 2005.



                                       9



3.0 PROPERTY DESCRIPTION AND LOCATION

The Mina Real  Property is comprised of seven mining  concessions  and one claim
held by Mina Real Mexico S.A. de C.V., a subsidiary of Rochester Resources Ltd.,
a Canadian  public  company.  It covers a total area of  20,662.42  hectares.  A
property location map is shown in Figure 1.

The mining  concessions lie within the INEGI  topographic  sheets F13 D32 (Santa
Maria del Oro) and F13 D42 (Ixtlan del Rio) at 1:50,000  scale each.  A property
claim map is shown in  Figure 2.  Table 1 is a list of  concessions  and  claims
owned by Mina Real Mexico S.A. DE C.V.

Mina Real has surface  rights  agreements in place for the areas it is currently
exploring.  The property  areas are mostly held by  individuals  and/or  farming
communities.  These  agreements  are  required to gain access  rights  (building
roads, drill pads, trenches, etc).


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                    FIGURE 1: MINA REAL PROPERTY LOCATION MAP

Omitted  graphic is  location  map of Mina Real  Property  showing the cities of
Tepic and Puerto  vallarta plus  numerous  smaller  cities.  the scale is 1 inch
equals 25 miles.

                [Please view PDF of this document to view map.]




                                       10



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
          FIGURE 2: MINA REAL PROPERTY CLAIM MAP (SCALE BAR IN METERS)

                [Please view PDF of this document to view map.]




                                       11

                        MINA REAL MEXICO, S. A. DE C. V.

        NAME OF CONCESSION     TITLE NO.        HECTARES

        TAJOS CUATES            213209            120.57
        LA CRUZ                 220121          2,356.76
        TOMMINI II              228075            489.94
        TOMMINI                 228076            487.53
        AGUA FRIA               230321            103.00
        AMPLIACION LA CRUZ      230789          3,981.53
        EL CORA                 232558          1,527.10
                                                --------
                                TOTAL =         9,066.42

                        MINA REAL MEXICO, S. A. DE C. V.

        CLAIM NAME             FILE NO.         HECTARES

        EL CORA II             59/07501       11,596.00

                    TABLE 1: LIST OF CONCESSIONS AND CLAIMS



All the above  listed  concessions  and claims are in good  standing  as long as
yearly  fees are paid to the  Mexican  Ministry  of Mines.  The  author has been
informed  by the  Company  that  prior to  expiry  of  initial  term,  a further
application will be made to extend the term of the permits.

On August 1, 2008, the Mexican  Federal Agency for the  Environment  and Natural
Resources  ("Secretaria  de Medio  Ambiente  y Recursos  Naturales")  issued the
following permits which are good for two years:

a.   Permit No. 7125 for the operation of the Mill and Metallurgical Plant
b.   Permit  No.  7126 for all field and mining  work  (roads,  exploration  and
     underground development)
c.   Permit No. 7127 for the construction of camp area and offices

Mina Real has no historic  or current  environmental  liabilities  as far as the
author is aware.

4.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES,INFRASTRUCTURE AND PHYSIOGRAPHY

The Mina Real gold-silver  property is located in the state of Nayarit,  Mexico,
on the Pacific  coast  approximately  50 kilometres  southeast  from the city of
Tepic (Figure 1), and within the Santa Maria del Oro District, State of Nayarit,
Mexico. Elevations range from 800 to 1,600 meters above sea level.

Access  to the  property  is from the city of Tepic  via  Highway  15,  the main
north-south  route along the West Coast of Mexico, to Crucero La Lobera (40 km),
then 10 km by paved road to the town of Santa Maria Del Oro.  From Santa  Maria,
approximately 22 km by gravel road the Mine area is reached.



                                       12


The climate is sub-tropical and  characterized  by a dry and a wet season.  From
November to February, the region is dry and enjoys moderate temperatures ranging
from lows of 10 degrees to 29 degrees Celsius. From March to July,  temperatures
and humidity increases with daytime temperatures up to 40 degrees Celsius.

The wet season  begins in late June to early July with almost daily  rainstorms.
During hurricane season, in September and October,  the region is prone to heavy
rains.

The area is serviced by a network of roads with good access to local  population
centers.  Highway 15, the main north-south route along the West Coast of Mexico,
provides  direct  access  to the  major  city of  Tepic,  where a full  range of
services is available. Most products  (fuel-groceries-hardware) are brought from
this city.  The area has  electric  power and  water.  There is a mine camp that
provides room and board.

Vegetation consists of thorn bushes, scrub oaks, a type of cedar and pine trees.
It is possible to work on the property  year-round basis, but seasonal rains may
occasionally inhibit local access.


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
        PLATE 1: VIEW LOOKING SE FROM THE FLORIDA-4 ADIT (LEVEL 1210M)

                [Please view PDF of this document to view photo.]



                                       13



5.0 HISTORY OF THE MINA REAL PROPERTY

The mining  history of the area is not well  documented.  However,  older  local
residents near the mine area relate that minor mining was conducted  during 1940
and 1950. After the acquisition by Desarrollos Mineros de Occidente (DMO) of the
Mine  area in 2000,  access  roads  were  built,  old mine  workings  were  made
accessible and development work was done.

During  the  period  2001  to 2003  DMO  mined  approximately  4,000  tonnes  of
mineralized  vein  material with an average gold content of 10 g/t gold (Mexican
Geological Service Report, July 2005).

During 2001 DMO signed an  exploration  agreement with Minas de San Luis S.A. de
C.V.  ("Luismin").  Work included  geological  mapping,  surface and underground
sampling of accessible workings. Two diamond drill holes were drilled.

On January 8, 2006 Rochester Resources Ltd ("Rochester")  entered into an option
agreement  with an  arm's-length  private  company ALB Holdings Ltd ("ALB"),  to
acquire up to a 51% interest in the Mina Real Property (3,377 hectares)  located
near the capital city of Tepic, in the state of Nayarit, Mexico.

A six month lock-up  agreement was put in place to allow  discussions  regarding
the purchase of the remaining 49% interest.

Conditional on making initial option  payments of US$110,000 and the issuance of
250,000  common shares,  the Company earned the following  interests in the Mina
Real Property:

o An initial 20% interest on funding the first US$750,000  towards the 2006 work
program;  o A further 20% interest on funding the second US$750,000  towards the
2006 work program;  and o A further 11% interest on payment of US$900,000 at the
minimum  rate of  US$75,000  per month  commencing  mid-2006,  with each payment
vesting a 0.9166% interest.

In June 2006 Rochester received  environmental  approval and permitting in order
to  start  with  site   preparation  and  the  construction  of  a  conventional
cyanidation processing plant.

In October 2006 Rochester  acquired 51% interest in the Mina Real Property.  The
remaining  49%  interest was acquired in December  2006,  by issuing  10,500,000
common shares of Rochester in exchange for all of the outstanding  shares of ALB
Holdings  Ltd., a private  canadian  company.  The sole asset of ALB was the 49%
equity interest in Mina Real Mexico SA de CV.

WORK COMPLETED IN 2006:

Phase I: It comprised  drifting along the Florida-3 Vein (Levels 1140,  1160 and
1185)  for a total  of 457  meters.  An  additional  263  meters  was  done  for
cross-cuts and ventilation shafts.



                                       14



Phase II:  Approximately 3.5 kilometres of new access roads was completed.  Mill
construction  was completed in December  2006.  Underground  development  on the
Florida-3 Vein continued for an additional 213 meters

WORK COMPLETED IN 2007:

In January 2007 Rochester  staked  additional  ground  adjacent to the Mina Real
Property. This new ground comprised a total of 3,981 hectares.  Operations began
at the new 200 tonne/day mill in early January.

In March 2007  Rochester  acquired a 70%  interest  in the Santa Fe  Gold-Silver
Property (3,800 hectares) located immediately east of Mina Real.

During March the Company  also  developed a ramp from level 1115 to lower levels
of the Florida-1  vein for a total length of 192 meters.  The adit on level 1160
advanced  approximately  350 meters through an intrusive  plug. As the grades of
the vein just before it reached this intrusive  plug were of economic  interest,
the Company  decided to continue  development  across the plug. This was done in
order to locate the vein continuation on the NW side. Unfortunately, due to very
poor  ground  conditions  and  the  high  cost of  development,  this  work  was
temporarily  stopped until diamond  drilling  would identify the location of the
veins to the NW. This work is currently in progress.

During  August  2007,  road  access was  extended  to the Tajos  Cuates vein and
underground rehabilitation work completed.  Surface geological work in this area
identified  two new veins,  Tomas and El Crudo.  A surface sample taken from the
Tomas vein  returned  2.10m  grading 3.7 g/t gold and 137 g/t silver.  A surface
sample taken from El Crudo Vein returned  0.70m grading 4.9 g/t gold and 106 g/t
silver.

In November  2007,  95 meters of drifting  were done along the Tajos Cuates Vein
(Level 976).  On the Florida-3  Vein an additional 77 meters of drifting  (level
1115) was done.

WORK COMPLETED IN 2008 TO DATE:

During  February 2008 Rochester  staked  additional  prospective  ground (13,164
hectares)  between the Mina Real  Property  and the Santa Fe  Property.  The new
claims comprised the "El Cora claim" (1,527 hectares) and the "El Cora II" claim
(11,596 hectares). See Figure 2.

Between  February and April 2008,  surface  trenching and  exploration  drifting
identified up to 13 veins in the Florida-NW area. Diamond drilling began testing
some of the  veins in this new  area.  Development  of a  cross-cut  started  at
Florida NW (level 1300) to intersect the Florida-1,2 and 3 veins;  also drifting
to the north and south began along the Florida-NW vein (level 1385).

In May 2008 a new vein called  Florida-4 is discovered in the Florida-NW area. A
total of 11  trenches  were dug  along  this vein  along a strike  length of two
kilometres.



                                       15



In June  2008 a new vein  perpendicular  to the trend of the  Florida-4  vein is
discovered.  This new vein called "La Vibora" is explored  initially  by surface
trenching.

Between  July and  August  2008  approximately  6.3  kilometres  of  roads  were
completed in order to access the  Florida-NW  area,  particularly  the Florida-4
Vein.  Drifting along the Florida-4 Vein began on levels 1180,  1199, 1210, 1230
and 1260. See Figure 3 below.


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

   FIGURE 3: LONGITUDINAL SECTION OF FLORIDA-4 VEIN SHOWING EXPLORATION DRIFTS
                   ALONG 5 DIFFERENT LEVELS. VIEW LOOKING NE.

          [Please view PDF of this document to view schematic drawing.]



                                       16



6.0 GEOLOGICAL SETTING

6.1 REGIONAL AND LOCAL GEOLOGY

The state of Nayarit lies within the physiographic  province known as the Sierra
Madre  Occidental,  an extensive  belt of mainly  volcanic  rocks  overlying and
intruding  Precambrian  to Jurassic  basement  rocks.  Also,  it lies within the
Province of the Pacific Coastal Plains and its south central area is lies within
the Neo-volcanic Axis Province.

The oldest rocks in the region  outcrop in the deepest parts of the Rio Santiago
and conform a sequence  of  intercalated  andesitic  tuffs with  sandstones  and
graywackes.  The age of  these  rocks  is early  Cretaceous  to upper  Jurassic.
Cretaceous   granite   to   granodiorite   intrusives   are   emplaced   in  the
volcano-sedimentary sequence.

Overlying  the previous  rocks is a series of andesite  and  rhyolite  volcanics
which are intruded by porphyry  granodiorite  and diabase  dikes.  This volcanic
sequence is known as the Lower Volcanic Sequence of Oligocene age.

The Upper Volcanic  Sequence  consists of rhyolitic  rocks (tuffs,  breccias and
ignimbrites)  of Miocene age.  Towards the late  Tertiary and early  Quaternary,
basalts,  rhyolitic  and andesitic  flows and pumice type tuffs were  deposited.
These later volcanics are known as the Neo-volcanic Axis.

The  structural  geology  of the  area  comprises  normal  faults  with  NNW-SSE
orientations  with subsided blocks to the east and west, which form deep canyons
and steep walls.  The main regional  lineaments  are oriented  NW-SE,  secondary
fracturing  and  faulting  have an  orientation  NW-SE  and  NE-SW  and the main
regional structure is the Tepic-Zacoalco Graben (See Figure 4).

Within this  volcanic  belt lies the  Ceboruco  Volcano,  which is a  Cuaternary
strato-volcano typical of a subduction  environment.  Its last recorded eruption
was in 1870. The Santa Maria del Oro Lake,  just north of the town with the same
name,  comprises the basin of a Caldera within an 8 kilometer  diameter  graben.
The  Sanganguey  Volcano  is also a  strato-volcano  type.  Both  volcanoes  are
oriented  NW-SE and are  related to the  Caldera of the Lake Santa Maria del Oro
(Source: Mexican Geological Service, Tepic F13-8, 1998).

To the north and northwest of the mine area, most of the surface is covered by a
layer (0.50 up to 2.0m  thick) of pumice  volcanic  pyroclastics  (See Plate 2).
This material is very friable and of low density.  It masks any vein outcrop and
on top has growth of shrubs and pine  trees.  The pumice  dates back to the year
1870 when the Ceboruco Volcano last erupted.  Most outcrops near the mine are of
dacite ignimbrites and andesite flows.



                                       17



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

    FIGURE 4 : REGIONAL GEOLOGICAL MAP (SOURCE: MEXICAN GEOLOGICAL SERVICE,
                    TEPIC F13-8, NAYARIT AND JALISCO, 1998.)

                [Please view PDF of this document to view map.]



                                       18



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

     FIGURE 5 : REGIONAL STRATIGRAPHY (SOURCE: MEXICAN GEOLOGICAL SERVICE,
                    TEPIC F13-8, NAYARIT AND JALISCO, 1998.)

                [Please view PDF of this document to view drawing.]


                                       19



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
         PLATE 2: PUMICE COVER (WHITE LAYER) ALONG ROAD NEAR FLORIDA-4 VEIN

                [Please view PDF of this document to view photo.]


The veins at Mina Real are hosted  within  dacitic  rocks  which are  moderately
silicified near the veins and contain quartz veinlets in the wall rocks adjacent
to the quartz  veins.  The  silicified  wall rocks are narrow,  generally 1 to 2
meters on each side of the veins.

The structural  geology at the Mina Real Property  comprises  normal faults with
NNW-SSE  orientations with subsided blocks to the east and west, which form deep
canyons and steep  walls.  The main  regional  lineaments  are  oriented  NW-SE,
secondary  fracturing and  post-mineral  faulting have an orientation  NW-SE and
NE-SW and the main regional structure is the Tepic-Zacoalco  Graben. The Florida
area is bound by an uplifted block  (horst),  within which the Florida veins are
located,  and a  down-dropped  block  (graben) in which the Tajos Cuates vein is
found.





                                       20



7.0 DEPOSIT TYPE


Epithermal  deposits have traditionally been the most economically  important in
Mexico,  with renowned  world-class  deposits as those in the Pachuca - Real del
Monte, Guanajuato,  Fresnillo,  Taxco, Tayoltita, and Zacatecas districts. These
deposits are all  Tertiary in age,  ranging  mostly from Middle  Eocene to Early
Miocene.  The vast majority of  epithermal  deposits in Mexico belong to the low
sulphidation type.

Precious  metal  mineral  deposit types found in the State of Nayarit are mainly
low sulphidation  epithermal gold-silver quartz and adularia vein type deposits.
A typical example of a low sulphidation  epithermal  gold-silver  deposit is the
Yago Property  approximately  50 kilometres north of the city of Tepic. The Yago
Property  is known to have been in  production  during  1993 to 1999 as Compania
Minera Nueva Vizcaya S.A. de C.V.

At Mina Real the presence of high grade  gold-silver  quartz-adularia  veins and
stockwork  veinlets in the country  rocks  bears many  similarities  to Sleeper,
Nevada;  McLaughlin,  California;  Hishikari,  Japan and Golden Cross and Martha
Hill, New Zealand, all of which were or are significant gold producers.

Low  sulphidation  veins are formed by fluids that originate from hot magma that
mix with a larger amount of groundwater.  The resulting fluids interact with the
rock for much longer than in high sulphidation fluids, in the process dissolving
silica,  which  is  later  precipitated  as  quartz.  Gold  is  precipitated  by
protracted boiling resulting in high grade gold silver deposits  associated with
veins.  High grade gold and silver in these veins is precipitated  over vertical
intervals of generally 300 to 600 meters.

Figure 6 below illustrates classic low sulphidation  epithermal vein systems and
indicates  a  tentative  location  of the  mineralized  veins at the  Mina  Real
Property.




                                       21




                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

      FIGURE 6: LOW SULPHIDATION EPITHERMAL VEIN SYSTEM SHOWING TENTATIVE
                     LOCATION OF THE VEINS AT THE MINA REAL
                   PROPERTY. (MODIFIED AFTER POLIQUIN, 2005)


                [Please view PDF of this document to view drawing.]



                                       22



8.0 MINERALIZATION AT THE MINA REAL PROPERTY

In the  mine  area  the  rocks  that  host  the  mineralized  veins  are  mainly
rhyo-dacite  ignimbrites and andesitic flows at or near the boundary between the
Lower and Upper Volcanic Sequences.

The  mineralized   structures  form  part  of  a  low  sulphidation   epithermal
gold-silver  system  which is  composed  of  quartz-adularia  veins  that have a
preferred trend NW-SE.  The average dip of the veins is approximately 75 degrees
SW,  though the veins can dip  vertically  or greater than 80 degrees to the NE.
The width of the veins varies from 0.30 to over 2.0 meters wide.

The host  rocks  show  silicification  and  quartz  veinlets  in the wall  rocks
adjacent to the quartz veins. The silicified selvages are narrow, generally 1 to
2 meters on each side.

The quartz veins are confined along faults and fractures with iron and manganese
oxides.  Some vein segments  contain  elevated gold and silver  values,  in many
cases due to secondary enrichment.

Structurally the mineralized area is bound by an uplifted block (horst),  within
which the Florida Veins are located,  and a down-dropped block (graben) in which
the  Tajos  Cuates  Veins  are  found.  These  blocks  are  controlled  by NE-SW
post-mineral  faults,  which  have also  displaced  the veins  horizontally  and
vertically.

To date over 20 quartz veins have been  identified  (See Figure 6) at Mina Real.
The Florida-1, 2 and 3 veins have been the main source of mineralization for the
mine  mill feed  within  the last two  years.  The  Tajos  Cuates  vein is being
explored and developed underground.

Recently a vein area called the Florida NW zone, north of the Florida-1, 2 and 3
veins, has been identified. Within this new area a total of 13 quartz veins have
been recognized.  It has similar mineralogical  characteristics as the Florida 3
vein system currently being mined at the Mina Real Property (See Figure 6).

Within the Florida NW zone a new vein called  Florida-4 was discovered.  A total
of 11  trenches  have been dug  along a strike  length  of two  kilometres.  The
Florida-4  vein is part of the main fracture  system in the area and has similar
mineralogical characteristics as the Florida 3 vein system currently being mined
at Mina Real.

The Florida-4 quartz vein is parallel and approximately 450 metres west from the
Florida 3 vein system.  Results  collected to date are similar to those observed
at the Florida 3 vein at similar  elevations  (Table 3). The author has observed
along sections in the Florida-4 vein drift (level 1210m)  hydrothermal  breccias
of irregular shape. These breccias are mainly composed of sub angular to angular
quartz  fragments (1 to 15 cm long) in a dark brown silica matrix  composed of <
1cm  long  quartz  fragments.  The  author  believes  the  breccia  is  a  later
mineralizing event emplaced after the quartz veining (See Plate 3).



                                       23



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
          PLATE 3: HAND SPECIMEN FROM FLORIDA-4 VEIN (LEVEL 1210M). IT
           IS A HYDROTHERMAL BRECCIA WHICH CUTS THROUGH THE MAIN VEIN.

                [Please view PDF of this document to view photo.]

A new vein within the Florida NW zone called "La Vibora" trends perpendicular to
the  Florida-4  Vein.  Trench No. 1 sampled  across  3.35  meters  (true  width)
returned  15.45 g/t gold and 153 g/t  silver.  Trench No. 2 sampled  across 1.90
meters (true width) returned 35.26 g/t gold and 298 g/t silver (See Table 4).

The writer at the La Vibora Vein area  observed that the host rocks are strongly
fractured and contain  hematite and limonite.  Fine coarse gold  particles  were
observed  (after  crushing,  grinding and washing) from a grab sample taken from
weathered wall rock containing strong iron oxides (See Plate 4 below).

Three  other  veins  parallel  to the La Vibora  vein and  perpendicular  to the
Florida-4 vein have recently been  discovered.  Of  significance  is the Vuiruco
Vein  whose  width has been  reported  to be 5.9  metres on  surface  (Rochester
Resources, June 10, 2008 News Release).



                                       24



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
             PLATE 4: THE LA VIBORA AREA SHOWING STRONGLY FRACTURED
                    AND WEATHERED WALL ROCK WITH IRON OXIDES.

                [Please view PDF of this document to view photo.]



                                       25



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                FIGURE 7: MAP OF VEINS IN THE MINA REAL PROPERTY
                       (VEINS ARE SHOWN AS REDLINEAMENTS).

                [Please view PDF of this document to view map.]




                                       26




9.0 EXPLORATION AT THE MINA REAL PROPERTY

HISTORIC EXPLORATION:

During the period  2001 to 2003  Desarrollos  Mineros  del  Occidente  (DMO),  a
private Mexican company mined  approximately 4,000 tonnes of ore with an average
gold content of 10 g/t gold (Mexican Geological Service Report, July 2005).

During 2001 DMO signed an  exploration  agreement with Minas de San Luis S.A. de
C.V.  ("Luismin").  Work included  geological  mapping,  surface and underground
sampling of  accessible  workings.  Two diamond  drill holes were  drilled.  The
writer was advised that Luismin did not proceed with the  exploration  agreement
as a decision was made by them to focus on other projects.

Between  October 5 and 6, 2005 the author was on site at the Mina Real  Property
area, and completed a site  geological  field  inspection.  In October 11 to the
19th, the author returned to the Mine area to inspect and sample the veins along
4 different drifts (levels).  Finally,  during November to early December (2005)
drill core was  examined;  the Tajos  Cuates Vein and the Florida  Vein in level
1,140 were sampled. Also during this time limited surface geological mapping and
trenching  was  done.  Background  information,  such as old  reports  and  maps
concerning the property were examined (Jaramillo, V., 2006).

The writer then took 51 chip vein  samples,  one grab sample,  4  duplicates,  3
blanks and 6 standards.  Also, 20 pulp samples provided by DMO were assayed. All
the samples taken then were part of the due diligence work done by the writer at
Mina Real in 2005. Some highlights of the underground chip vein samples taken by
the author included:

- --------------------------------------------------------------------------------
Sample        Vein         Width    Gold     Silver    Description
  No.                      (m)      (g/t)     (g/t)
- --------------------------------------------------------------------------------

387322      Florida 3      1.00      8.4        226    Quartz Vein Level 260
- --------------------------------------------------------------------------------
387324      Florida 3      0.98      9.62        67.2  Quartz Vein Level 260
- --------------------------------------------------------------------------------
387325      Florida 3      1.07      11.5       123    Quartz Vein Level 260
- --------------------------------------------------------------------------------
387334      Florida 2      0.70      2.44       848    Quartz Vein Level 210
- --------------------------------------------------------------------------------
387339      Florida 3      2.10      9.61       202    Quartz Vein Level 160
- --------------------------------------------------------------------------------
387342      Florida 3      1.30     14.25       260    Quartz Vein Level 160
- --------------------------------------------------------------------------------
387362      Florida 2      1.55      6.27       501    Quartz Vein Level 185
- --------------------------------------------------------------------------------
387367      Florida 2      1.10     14.55       336    Quartz Vein Level 185
- --------------------------------------------------------------------------------
387369      Florida 3      1.60      9.15       119    Quartz Vein Level 185
- --------------------------------------------------------------------------------
387393      Florida 3      0.80     16.80       115    Quartz Vein Level 140
- --------------------------------------------------------------------------------
387397      Florida 3      1.13      4.66       723    Quartz Vein Level 140
- --------------------------------------------------------------------------------
387398    Tajo Cuates      1.70      2.77      1330    Quartz Vein 1 - Main adit
- --------------------------------------------------------------------------------

   TABLE 2:  Highlights of underground samples taken by the author in 2005


                                       27



A quartz vein was found in an old trench (Plate 5). The vein had a width of 1.10
meters,  strikes  330  degrees and has a dip of 62 degrees SW. A chip sample No.
387401  was taken and gave 1.20 g/t gold and 123 g/t  silver.  The vein is found
approximately  1 kilometre NW of the Mine area. A GPS reading for the vein gave:
555,086-E , 2,350,293-N at an elevation of 1,420 meters.


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                Plate 5: Quartz Vein in trench approximately 1 km
               NW of Florida-3 vein area. The vein width was 1.10
              meters and returned 1.20 g/t gold and 123 g/t silver
                              (Jaramillo, V., 2006)

                [Please view PDF of this document to view photo.]


A Vein system  called Tajos Cuates  south of the Florida  Veins  (Figure 7), was
also visited and sampled by the writer during 2005.  One of the samples taken of
the vein had a true width of 1.70 meters and was  composed of  fractured  quartz
and  concentrations  of limonite and manganese oxides. It appeared to be a large
zone of  secondary  enrichment.  It returned  2.77 g/t gold and 1,330 g/t silver
(Jaramillo, V., 2006).

During 2006 exploration drifting along the Florida-3 Vein (Levels 1140, 1160 and
1185) for a total of 457 meters were  completed.  An  additional  263 meters was
done for cross-cuts  and  ventilation  shafts.  In the Tajos Cuates area 4 drill
holes were completed for a total of 522.10 meters.

During  March 2007 the company  developed a ramp from level 1115 to lower levels
of the Florida-1  vein for a total length of 192 meters.  The adit on level 1160
advanced approximately 350 meters through an sub-volcanic plug.




                                       28



During  August  2007,  road  access was  extended  to the Tajos  Cuates vein and
underground rehabilitation work completed.  Surface geological work in this area
identified  two new veins,  Tomas and El Crudo.  A surface sample taken from the
Tomas vein  returned  2.10m  grading 3.7 g/t gold and 137 g/t silver.  A surface
sample taken from El Crudo Vein returned  0.70m grading 4.9 g/t gold and 106 g/t
silver.

In November  2007,  95 meters of drifting  were done along the Tajos Cuates Vein
(Level 976).  Exploration  drifting and drilling  began at the Santa Fe Property
and the construction of approximately 8 kilometres of road access was completed.
On the Florida-3  Vein an additional 77 meters of  exploration  drifting  (level
1115) were done.

RECENT EXPLORATION:

Between  February and April 2008,  surface  trenching and  exploration  drifting
identified 13 veins in the Florida-NW area.  Diamond drilling began testing some
of the veins in this new area.

Development  of a cross-cut  started at Florida NW (level 1300) to intersect the
Florida-1,2  and 3 veins;  also  drifting to the north and south began along the
Florida-NW vein (level 1385).

In May 2008 a new vein called  Florida-4 is discovered in the Florida-NW area. A
total of 11  trenches  were dug  along  this vein  along a strike  length of two
kilometres.

The trenches are located at different  elevations ranging from 1000 meters above
sea level to 1400 meters above sea level  (figure 8). The vein system has a well
defined quartz  structure with widths on surface  ranging from 0.3 metres to 1.5
metres.  Sampling  was  completed  at all 11 trench  locations  and 9  locations
reported significant gold and silver values (Table 3).

Results  collected to date are similar to those received from the Florida 3 vein
system at  similar  elevations  (Table 3 below).  The  Florida 4 vein  system is
parallel and approximately 450 metres west from the Florida 3 vein system.

The company is currently  developing Florida 4 at different  elevations with the
primary focus being at the 1000 metre elevation.  A drift within waste rock will
be  developed  as an access to the  parallel  veins  located  in this area while
concurrently,  being used as a staging area for diamond  drilling to help locate
parallel vein systems at depth.

In June 2008 a new vein  perpendicular  to the trend of the  Florida-4  vein was
discovered.  This  new vein  called  "La  Vibora"  trends  perpendicular  to the
Florida-4  Vein.  Trench No. 1 sampled across 3.35 meters (true width)  returned
15.45 g/t gold and 153 g/t silver. Trench No. 2 sampled across 1.90 meters (true
width) returned 35.26 g/t gold and 298 g/t silver (See Table 4).

Between  July and  August  2008  approximately  6.3  kilometres  of  roads  were
completed in order to access the  Florida-NW  area,  particularly  the Florida-4
Vein.  Drifting along the Florida-4 Vein began on levels 1180,  1199, 1210, 1230
and 1260. See Figure 3.



                                       29

- --------------------------------------------------------------------------------
                             FLORIDA-4 VEIN TRENCHES
- --------------------------------------------------------------------------------
        TRENCH    SAMPLE      WIDTH        GOLD       SILVER
          NO.       NO.        (M)        (G/T)       (G/T)
- --------------------------------------------------------------------------------
           1      29242        0.4         4.61        217
           1      29243        0.8         7.05        221
           1      29244        0.5        24.5          97
                  AVERAGE  =   1.7        11.61        183.59
- --------------------------------------------------------------------------------
           2      29354        0.8         2.15         68
- --------------------------------------------------------------------------------
           3      29346        0.7         5.97         44
- --------------------------------------------------------------------------------
           4      29331        1.2         7.04         96
           4      29332        1.4         6.09         80
                  AVERAGE  =   2.6         6.53         87.38
- --------------------------------------------------------------------------------
           5      29286        0.6         6.06         81
           5      29287        0.8         1.17         58
                  AVERAGE  =   1.4         3.27         68
- --------------------------------------------------------------------------------
           6      24427        1.0         6.2          84
- --------------------------------------------------------------------------------
           7      21088        0.7         1.13         50
- --------------------------------------------------------------------------------
           8      21089        1.0         5.51
           8      21090        0.8         1.28         63
                  AVERAGE  =   1.8         3.63         28
- --------------------------------------------------------------------------------
           9      21082        0.4          N/D         <5
- --------------------------------------------------------------------------------
          10      21084        1.7         1.16        761
- --------------------------------------------------------------------------------
          11      18069        1.1         1.93         59
- --------------------------------------------------------------------------------

                 TABLE 3: SUMMARY OF TRENCH SAMPLE RESULTS ALONG
                    THE FLORIDA-4 VEIN (N/D= NON DETECTABLE)

The  exploration  program is under the  direction  of Hector  Chavez,  a Mexican
professional  geologist  who has  extensive  experience  in  Mexican  epithermal
gold-silver  deposits,  and is supervised by Dr. Alfredo  Parra,  who is a QP as
defined in NI 43-101.






                                       30


- --------------------------------------------------------------------------------
                            LA VIBORA VEIN - TRENCHES
- --------------------------------------------------------------------------------
        TRENCH    SAMPLE      WIDTH        GOLD       SILVER
          NO.       NO.        (M)        (G/T)       (G/T)
- --------------------------------------------------------------------------------

           1      29372        0.70        4.44         95
           1      29373        0.80       17.00        155
           1      29374        0.65       46.90        332
           1      29375        0.60        6.24        102
           1      29376        0.60        1.39         75
                  AVERAGE  =   3.35       15.45        153
- --------------------------------------------------------------------------------
           2      29314        0.55        2.66         81
           2      29315        0.70       93.10        500
           2      29316        0.65        0.55        263
                  AVERAGE  =   1.9        35.26        298
- --------------------------------------------------------------------------------
           3      29381        0.55        1.42         72
           3      29382        1.00        5.46        170
           3      29383        0.90        2.87         69
                  AVERAGE  =   2.45        3.60        111
- --------------------------------------------------------------------------------
           4      29385        1.10        1.30        105
           4      29386        0.70       15.40        103
                  AVERAGE  =   1.80        6.78        104
- --------------------------------------------------------------------------------

               TABLE 4: SUMMARY OF TRENCH SAMPLE RESULTS ALONG THE
                                 LA VIBORA VEIN



                                       31





                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

          FIGURE 8: SCHEMATIC LONG SECTION OF THE FLORIDA-4 VEIN WITH
                   APPROXIMATE TRENCH LOCATIONS (11 TRENCHES)

                [Please view PDF of this document to view drawing.]



                                       32




                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
       FIGURE 9: UNDERGROUND GEOLOGY MAP OF FLORIDA-4 VEIN (LEVEL 1260M).
               RED COLOR = QUARTZ VEIN ; BLUE COLOR = FAULT ZONES

                [Please view PDF of this document to view drawing.]

10.0 DRILLING AT THE MINA REAL PROPERTY

HISTORIC DRILLING: (Jaramillo, V., 2006)

In early 2003 Luismin  drilled two core holes in order to explore the continuity
of the  Florida  Veins to the NW and at depth.  Drill hole DDH F1-03 was to test
the vein  continuity  to the NW, but it did not reach the required  depth due to
technical  difficulties and poor recoveries.  Subsequent  investigation revealed
that this drill hole  required  at least  another 50 meters of  drilling  as the
veins have been faulted further west. See Figure 10.

Drill hole F2-03 was to test vein  continuity  and grade at depth.  Three  veins
were intercepted:

1. The first  quartz vein was  intercepted  from 112.45 to 114.85  meters  (2.40
meters  long).  Recovery  for this vein was < 50% and gave 0.52 g/t Au and 93.54
g/t Ag.

2. The second  quartz vein was  intercepted  from 132.90 to 134.00  meters (1.10
meters long). Recovery for this vein was approximately 69% and gave 12.73 g/t Au
and 172 g/t Ag.

3. The third  quartz vein was  intercepted  from 135.90 to 138.40  meters  (2.50
meters long).  Recovery for this vein was approximately 36% and gave 5.50 g/t Au
and 171 g/t Ag.





                                       33


During 2006 4 diamond drill holes were  completed at Tajos Cuates.  A summary of
these drill holes is shown in Table 5 below:

- --------------------------------------------------------------------------------
                          MINA REAL DRILL HOLES - 2006
- --------------------------------------------------------------------------------
DDH        EASTING     NORTHING     ELEVATION   INCLINATION   AZIMUTH   LENGTH
 NO.                                    M.                                 M.
- --------------------------------------------------------------------------------
CH04-06    555,272      2,348,560       972         -55         325      132.65
CH05-06    555,272      2,348,560       972         -61         325      133.15
TC02-06    555,357      2,348,522       938         -46         340      132.80
TC03-06    555,357      2,348,522       938         -20         340      123.50
- --------------------------------------------------------------------------------
                 TABLE 5: SUMMARY OF DRILL HOLES AT TAJOS CUATES

Drill hole CH04-06  intercepted a vein between 79.40 to 81.92 meters (2.52m) and
returned 5.38 g/t gold and 321 g/t silver.  Drill hole CH05-06 did not intercept
the vein  probably  due to  faulting.  Drill  hole  TC02-06  intercepted  a very
fractured  vein between 99.70 to 100.50 meters (0.80m) and retuned 0.80 g/t gold
and  0.07  g/t  silver.   Drill  hole  TC03-06   intercepted   a  zone  of  weak
mineralization between 112.65 to 113.95 meters (1.3m) and returned 0.12 g/t gold
and 13 g/t silver.

(The above drill intervals are not true vein widths)

RECENT DRILLING:

At Mina Real a total of 8 holes were drilled in the Florida NW area.  Drill hole
FL1-08  was  drilled  to 192.20  meters  and did not  intercept  any veins as it
appears to have been drilled parallel to a fault zone.

Drill hole FL2-08 was drilled to 203.10 meters. Drill hole FL3-08 was drilled to
380.60  meters but was stopped due to technical  difficulties  before it reached
its objective.

Drill hole FL4-08 was drilled to a depth of 129.60 meters.


- --------------------------------------------------------------------------------
                          MINA REAL DRILL HOLES - 2008
- --------------------------------------------------------------------------------
DDH        EASTING     NORTHING     ELEVATION   INCLINATION   AZIMUTH   LENGTH
 NO.                                    M.                                 M.
- --------------------------------------------------------------------------------
FL01-08    554,959      2,350,215     1,415         -60          55      192.20
FL02-08    555,014      2,350,254     1,430         -60          55      203.10
FL03-08    555,028      2,350,020     1,433         -65          55      380.60
FL04-08    555,143      2,349,978     1,415         -60          55      129.60
V01-08     554,237      2,350,195     1,362         -57         155      162.00
V02-08     554,237      2,350,195     1,362         -45         155       43.90
V02A-08    554,237      2,350,195     1,362         -45         155      104.40
V03-08     554,150      2,350,168     1,380         -45         155       40.00
- --------------------------------------------------------------------------------

              TABLE 6: SUMMARY OF DRILL HOLES DRILLED AT MINA REAL



                                       34


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
               FIGURE 10: FLORIDA-4 VEIN DRILL HOLE CROSS SECTION

                [Please view PDF of this document to view drawing.]

At the Vibora area Drill hole V01-08  intersected  a very  fractured  silicified
interval (70.45 to 72.05m) with iron oxides and quartz  veinlets.  This interval
returned (sample 33735) 15.40 g/t gold and 140 g/t silver.

Drill hole V02-08 intersected from 42.4 to 43.85m a fractured zone with iron and
manganese oxides. Analytical results were below detection limits.

Drill  hole  V02A-08  intersected  a very  fractured  interval  (74 to 78m) with
iron-manganese  oxides  and  quartz  veinlets.  Analytical  results  were  below
detection limits.

Drill hole V03-08 from 52.1 to 53.08 meters  intersected a quartz  veinlet zone.
This interval returned (sample 1816) 2.7 g/t gold and 29 g/t silver.

(The above drill intervals are not true vein widths)



                                       35



11.0 SAMPLING METHOD AND APPROACH

The author on his last visit to Mina Real  observed  the  sampling  methods  and
approach  used by mine  sample  crews.  Rock  sampling  consists  in taking chip
channel samples  perpendicular  to vein trends both  underground and on surface.
The location of the underground samples is measured,  from a known survey point,
using a tape and compass.  Surface  sample  locations are recorded  using a hand
held GPS unit set to Datum WGS-84.

Each sample is usually taken under the supervision of a mine geologist; an assay
tag number is  introduced  in each sample bag which is numbered with a permanent
marker.  The samples are packaged in heavy  plastic bags and tied using  plastic
locking ties. At each underground sample location,  spray paint is used to write
the  corresponding  sample number.  Core sampling is done using a hydraulic core
splitter following standard industry practices.

12.0 SAMPLE PREPARATION, ANALYSIS AND SECURITY

All  exploration  samples  are  shipped  by bus  from  the  city of Tepic to SGS
Laboratories,  an ISO certified and independent laboratory, at their facility in
Durango,  Mexico.  Exploration samples are mostly prepped and assayed at the SGS
Lab in Durango,  Mexico.  Since June 2008 some  samples have been prepped at the
Mina Real Lab. The SGS laboratory sample preparation procedures are as follows:


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                    Photo of Sample Preparation Insturctions
                   [Please view PDF of this document to view.]



                                       36


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                    Photo of Sample Preparation Insturctions
                   [Please view PDF of this document to view.]


Samples are  analyzed for gold by fire assay - AAS finish using a 30 gram sample
weight,  34 element ICP by aqua regia  digestion  and for  samples  over 100 ppm
silver, by fire assay and gravimetric finish using a 30 gram sample weight.

The SGS Laboratory analytical procedures used are as follows:

PRECIOUS METAL ANALYSIS BY FIRE ASSAY AND AAS

A 30 gram sample weight is mixed with fluxing agents  including lead oxide,  and
fused at high temperature. The lead oxide is reduced to lead, which collects the
precious metal.  The precious metal is separated from the lead via  cupellation.
The precious metal content is determined by AAS.

SILVER BY FIRE ASSAY AND GRAVIMETRIC FINISH

A 30 gram sample weight is mixed with fluxing agents  including lead oxide,  and
fused at high temperature. The lead oxide is reduced to lead, which collects the
precious metal.  The precious metal is separated from the lead via  cupellation.
The precious metal content is determined by gravimetric finish.

34 ELEMENTS BY AQUA REGIA AND ICP-AES

Sample pulps were treated by hot aqua regia acid digestion.  Dissolved  elements
(34 elements) were analyzed by ICP-AES.

13.0 DATA VERIFICATION

Quality control  procedures for  exploration  samples taken at Mina Real include
inserting a blank,  duplicate and standard with each batch of  approximately  30
samples sent to SGS Laboratories. All of the analytical results shown in Table 7
below have yielded values within an acceptable  difference  when compared to the
Mine Lab or the SGS analytical results.

The standards  used, are  commercially  prepared by WCM Minerals  Ltd.,  with an
office address at 7729 Patterson  Ave.,  Burnaby,  BC V5J 3P4. Blank samples are
taken from an unaltered dacite quarry.




                                       37



The duplicate  samples are a replication of specific  channel chip sample lines,
or 1/4 of core along a sample  interval.  Samples  taken by the writer  included
rock chips from underground,  from muck piles, from pulps prepped and assayed at
the Mine Lab and some assayed at the SGS Lab.

                             SAMPLES FROM MINA REAL
                 DATE: SEPTEMBER 24, 2008 TAKEN BY V. JARAMILLO



- -------------------------------------------------------------------------------------------------------------------------
                                                                        ALS Chemex         Mina Real            SGS
ALS Chemex   Sample     Sample    Mina Real   SGS Lab      Area      ----------------   ---------------   ---------------
Sample No.    Type       Size       Sample     Sample       or         Au        Ag       Au       Ag       Au       Ag
                         (m)          No.        No.       Vein        g/t       g/t      g/t      g/t      g/t      g/t
- ----------   ------  -----------  ---------   -------   ----------   ----------------   ---------------   ---------------
                                                                                 

  387451     Chips      1.35        35995                Florida-4     2.55      20
  387452     Chips      1.36        35996                Florida-4     3.84      56.8
  387453     Panel   1.50 X 1.50                          Vibora       4.35      11.9
  387454     Chips      0.70                             Abraham       0.34     107
  387455     Grab                    3477               Clavellino     1.68     711
  387456     Chips      1.60                             Abraham       0.19      86.9
  387457     Grab                                       Mill  Feed     3.26      54.1
  387458     Pulp                    3484               Clavellino     2.7      287       2.8      286
  387459     Pulp                    3470               Clavellino     2.94   1,330       3.5    1,223
  387460     Pulp                                       Mill  Feed     3.67     114       4.1       87
  387461     Pulp                              15140                   0.09      12.6                       0.015     < 3
  387462     Pulp                              12326                   33.9     129                        36.3       124
  387463     Pulp                              13517                   10.05    2,730                       8.03    2,620
  387464     Pulp                              38364     Florida-1    108.00      233                     118.9       181
- -------------------------------------------------------------------------------------------------------------------------


              TABLE 7: DUE DILIGENCE SAMPLES TAKEN BY V. JARAMILLO
                    AND ASSAYED AT ALS CHEMEX IN VANCOUVER.

At the  mine  site the  writer  was  advised  that all  samples  for the  mining
operation  are  prepped  and  assayed at the mine lab.  The  writer was  further
advised that since June 2008, as a cost control measure, exploration samples are
now being prepped at the mine lab and the pulps sent for assaying to the SGS lab
in Durango. The writer has recommended that prep work for exploration samples be
completed at the SGS Lab in Durango to ensure no contamination during prep work.
The writer has been advised that this change has now been implemented.

The writer  visited the Mine Lab  facility and  confirmed  that the facility has
adequate  analytical  equipment  and  believes it to be staffed  with  competent
professionals  with  experience  in  operating  a lab.  The  writer  did  make a
recommendation  for improvement to the ventilation  system to reduce dust during
crushing

14.0 ADJACENT PROPERTIES

Rochester Resources Ltd. holds an indirect 70% interest in Compania Minera Santa
Fe S.A.  de C.V.,  which  holds  title to the  Santa Fe  Property.  The Santa Fe
Property  hosts similar  gold-silver  mineralization  as that in Mina Real.  See
Figure 11.



                                       38


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
       FIGURE 11: LOCATION OF THE MINA REAL AND NEARBY SANTA FE PROPERTY.

            [Please view PDF of this document to view location map.]





                                       39



15.0 MINERAL PROCESSING AND METALLURGICAL TESTING

On  November  2004  the  Luismin  metallurgical  laboratory   ("Laboratorios  de
Servicios  e  Investigacion  Metalurgica")  in Durango,  prepared a  preliminary
metallurgical  report(  Estudio  Metalurgico  por flotacion y cianuracion de una
muestra enviada por  Desarrollos  Mineros de Occidente,  S.A. de C.V.,  December
2004, Report by Juvencio Mireles Ortiz) for DMO.

The reported mill head grade for the sample submitted by DMO was as follows:

- --------------------------------------------------------------------------------
  Ag          Au          Pb          Zn          Cu          Fe          Mn
(g/t)       (g/t)        (%)         (%)         (%)         (%)          (%)
- --------------------------------------------------------------------------------

 827        19.68        4.11        0.17        0.02        6.6         0.062
- --------------------------------------------------------------------------------

Six  metallurgical  flotation  tests were  carried  out,  but  results  were not
successful,  as recoveries were too low. Only one cyanidation test was done with
excellent results. See table below:

- --------------------------------------------------------------------------------
Time      % -200      NaCN       CaO          Residue g/t          Disolution %
(hs)          M        ppm       ppm         Ag        Au          Ag        Au
- --------------------------------------------------------------------------------

 96          70      3,000      1,200        134      1.05         93.5     97.9
- --------------------------------------------------------------------------------

It was concluded that cyanidation was the best method to use. See table below of
best results:

- --------------------------------------------------------------------------------
                                                                RECOVERY %
                                                        ------------------------
   PROCESS USED                BEST TEST                  Ag                Au
- --------------------------------------------------------------------------------

    FLOTATION                    # 5                     72.6              51.4
- --------------------------------------------------------------------------------
   CYANIDATION                   # 1                     93.5              97.9
- --------------------------------------------------------------------------------

It is the author's  opinion  that the sample  submitted by DMO at the time was a
high grade sample that is not be  representative  of the  mineralization at Mina
Real.  Mineralization  at the Florida Vein system  averages  approximately 8 g/t
gold and 160 g/t silver, and the manganese content ranges from 0.10 % to as high
as 6%.  Mineralization  at the Tajos  Cuates Vein tends to be high in silver (in
some cases over 1,000 g/t silver) and the manganese  content is also quite high,
generally over 1% (Jaramillo, V, January 2006).

The author  recommended  in his report  dated  January 22, 2006 that  because of
limited testing, representative samples be re-taken from each vein area (Florida
and Tajos  Cuates)  and  additional  metallurgical  tests be done in  accredited
private commercial labs. This has now been done.

A. During August 2006 METCON  Research Inc. of Tucson,  Arizona  completed three
metallurgical tests (BR-07, 08 and 11) from a sample taken from the Tajos Cuates
Vein. Cyanidation bottle roll tests to study the impact of sulphurous leach upon
silver extraction were performed. Results are summarized in Table 8 below:



                                       40


                                METCON RESEARCH
                          MINERA REAL MEXICO S.A DE CV
              CYANIDATION BOTTLE ROLL TESTS TO STUDY THE IMPACT OF
                     SULFUROUS LEACH UPON SILVER EXTRACTION

                               SUMMARY OF RESULTS
- --------------------------------------------------------------------------------
                                    REAGENT CONSUMPTION         EXTRACTION
                                          (KG/T)                    (%)
                            (H)    ---------------------   ---------------------
SAMPLE: TAJOS LOS CUATES   TIME    NACN     CAO    H2SO3    AU      AG      MN
- ------------------------   ----    ---------------------   ---------------------
           H2SO3 LEACH      24                     54.37    0.00    0.00   87.79
           ---------------------------------------------------------------------
                             4                             80.62   29.19    0.00
BR-07      CYANIDATION      24     3.80     9.18           89.81   67.34    0.00
                            48                             91.70   90.60    0.00
                            72                             93.99   93.77    0.00
- --------------------------------------------------------------------------------
           H2SO3 LEACH      24                     54.76
           ---------------------------------------------------------------------
           NEUTRALIZATION                 104.00
           ---------------------------------------------------------------------
BR-11                        4                             21.53   21.28    0.00
           CYANIDATION      24     3.81     0.27           55.40   25.12    0.00
                            48                             67.33   28.69    0.00
                            72                             83.88   49.94    0.00
- --------------------------------------------------------------------------------
                             4                             82.66   25.52    0.00
           CYANIDATION      24                             87.55   57.75    0.00
                            48                             93.28   69.84    0.00
                            72                             94.43   71.40    0.00
           ---------------------------------------------------------------------
BR-08      H2SO3 LEACH      24                     52.04    0.00    0.00   90.64
           ---------------------------------------------------------------------
                             4                              1.71   20.24    0.00
           CYANIDATION      24     1.81    20.08            2.03   24.62    0.00
                            48                              2.01   23.71    0.00
           ---------------------------------------------------------------------
TOTAL EXTRACTION                                           96.44   95.11   90.64
- --------------------------------------------------------------------------------

              TABLE 8: Cyanidation bottle roll tests of 3 samples
                       (METCON Research Inc. August 2006)

The best silver extraction was achieved from sample BR-08.  Total extraction for
gold was 96 %, for silver 95.11 % and for manganese 90.64%.

B. METCON  Research Inc.  completed in November 2007 a test for silver  recovery
from the Florida-1,  2 and 3 veins. Results gave 91% recovery rates using an SO2
pre-wash  followed by putting the ore back through the circuit  (Rochester  News
Release, November 2007).

Metallurgical results obtained from previous tests conducted on samples from the
Santa Maria de Oro Project by Metcon  Research  indicated  that a portion of the
silver contained in the sample is encapsulated in manganese.  Silver  extraction
was enhanced by applying a sulphurous acid  pre-treatment to leach the manganese
contained in the sample prior the cyanidation process.

C. METCON Research Inc.  completed on January 31, 2008 a metallurgical test from
samples taken from the Florida-3  vein. The main objective of this test work was
to  evaluate  the  precious  metal that could be  achieved at a grind size of 92
percent  passing 149 microns  with and without  sulphurous  acid  pre-treatment.
Manganese  dissolution kinetics was also investigated.  The results obtained are
summarized in the following  paragraphs:  (METCON Report - Project No. M-677-04,
January 31, 2008).



                                       41


The Florida sample head grade submitted contained:

        ------------------------------------------------------------
        Sample ID               Total Au        Total Ag        Mn
                                 (g/t)            (g/t)         (%)
        ------------------------------------------------------------
        HEAD                    6.06            198.40          0.45
        lEACH RESIDUE           0.27            114.10          0.44
        ------------------------------------------------------------

This  metallurgical  study was  conducted  at a grind size of  approximately  92
percent passing 100 mesh (149 microns) and 45 percent  solids.  Three tests were
conducted on the sample according to the following schedule:

- -  Control Test (Straight Cyanidation Bottle Roll Test for 72 Hours).

- -  Sulphurous Leach (24 hours) Removal of Manganese by Solids/Liquid  Separation
   (Filtration), followed by Cyanidation (72 Hours).

- -  Sulphurous  Leach  (24  hours),   Precipitation  of  Manganese  using  Sodium
   Carbonate, followed by cyanidation (72 Hours).

The metallurgical data developed on the Florida-3 sample are summarized in Table
9 and in Figures 12 and 13 below.


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
     TABLE 9: Metallurgical test from samples taken from the Florida-3 vein
            (METCON Report - Project No. M-677-04, January 31, 2008).

    [Graph in picture format - to view please refer to PDF of this document]



                                       42




                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                 FIGURE 12: Silver extraction on Florida sample

    [Graph in picture format - to view please refer to PDF of this document]




                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
          FIGURE 13: Sulphurous leach followed by manganese removal by
                                   filtration.

    [Graph in picture format - to view please refer to PDF of this document]




                                       43


Comments relating to the  metallurgical  results obtained on the tests conducted
on the Florida  sample are as follows:  (METCON  Report - Project No.  M-677-04,
January 31, 2008).

o    Gold  Extraction  ranged from 94.59 percent to 95.57  percent.  The highest
     gold extraction was observed on the control test.

o    Silver Extraction ranged from 37.49 percent to 81.047 percent.  The highest
     silver  extraction  of 81.04 percent was observed on the  cyanidation  test
     conducted after  manganese  dissolution  using  sulphurous acid followed by
     manganese removal by solids/liquid separation.

o    A silver  extraction of 78.39 percent was achieved on the cyanidation  test
     conducted after  manganese  dissolution  using  sulphurous acid followed by
     precipitation of manganese using sodium carbonate.

o    The  metallurgical  data indicate that silver extraction was enhanced after
     manganese  dissolution  which  indicated  that  a  portion  of  the  silver
     contained in the sample was encapsulated in manganese.

o    A  sulphurous  acid  addition of  approximately  8 kg per tonne was used to
     dissolve approximately 90 percent of the manganese contained in the Florida
     sample.

o    Approximately  90  percent  of the  manganese  contained  in the sample was
     extracted in 60 minutes.

o    A sodium  carbonate  addition of  approximately 22 kg per tonne was used to
     precipitate the manganese dissolved in the sulphurous leach step.

o    The   metallurgical   data   developed   indicate  that  either   manganese
     precipitation or manganese removal by solids/liquid separation are feasible
     processes to prevent manganese from interfering with silver dissolution.

o    Further   leaching   testing  is  required  for   developing  the  reagents
     consumptions  required (sulphur dioxide and sodium carbonate) for manganese
     dissolution and precipitation.

The following conclusions and recommendations were given by METCON:

o    Manganese  dissolution  did not impact the level of gold  extraction in the
     sample studied.

o    Manganese  dissolution  using sulphurous acid enhanced silver extraction on
     the sample studied.

o    Additional  cyanidation tests are recommended on the sample using a reactor
     at atmospheric  pressure with  mechanical  agitation and injecting  sulphur
     dioxide.  These tests




                                       44



     will allow determination of the manganese  dissolution kinetics and sulphur
     dioxide  requirements  for  dissolution of the manganese  contained in each
     sample.

o    The data  developed  on the  recommended  tests  will be used to design the
     manganese dissolution and precipitation  circuits at the Santa Maria de Oro
     Project.

o    Manganese precipitation tests, using sodium carbonate, will be conducted to
     determine  the  amount of sodium  carbonate  required  to  precipitate  the
     manganese in solution on the additional  recommended  tests above.

o    METCON recommends conducting  mineralogical  examinations on each sample to
     determine the association of silver minerals and manganese contained in the
     samples studied.

D. Falcon  Concentrators Inc. completed  gravimetric recovery tests on behalf of
Rochester.  Currently,  gold recoveries are 92% and silver  recoveries remain in
the 40+ range. After a series of tests gold recovery reached up to 70% of the 8%
gold not currently  being recovered and increased total silver recovery by up to
40%.  Rochester  plans to  integrate  the Flacon into the mill  (Rochester  News
Release, August 2008).











                                       45



16.0 MINERAL RESOURCES AND RESERVES AT MINA REAL

The Mina Real  Property  has no mineral  resources  and  reserves  as per 43-101
regulations and CIM definitions.

17.0 OTHER RELEVANT DATA AND INFORMATION

Milling  operations  began at Mina Real in January 2007.  The mill has been ever
since  processing  approximately  200  tonnes/day of ore.  Below is a table that
provides production results to May 31, 2008. The table was made available to the
writer by Rochester Resources Ltd. in Vancouver.

                         MINA REAL - PRODUCTION RESULTS
                            YEAR ENDED MAY 31, 2008

                ORE PROCESSED           65,377 TONNES
                GOLD GRADE              5.51 GRAMS/TONNE
                SILVER GRADE            125.08 GRAMS/TONNE
                GOLD RECOVERY           91.39%
                SILVER RECOVERY         43.94%
                GOLD PRODUCED           10,585 OUNCES
                SILVER PRODUCED         10,417 OUNCES

GEOLOGICAL POTENTIAL

If we consider the following  geological  parameters for the Florida-4 Vein, the
following geological potential can be estimated:

1. Assuming a very well mineralized mining horizon that ranges from 1,350 metres
to 900 metres in elevation, as observed from mining experience at the Florida-1,
2 and 3 Veins.

2. An average vein width  ranging  from 0.5 metres to 1.5 metres.  We will use a
1.0m width for the high end to be more conservative.

3.  A 2  kilometre  strike  length,  as  determined  from  surface  mapping  and
trenching.

4. An s.g = 2.5

5. Grades are based on in-situ  mineralization  along drifts and the  geological
experience obtained from such workings.

We can estimate for the Florida-4  Vein a mining horizon that can range from 225
to 450 vertical  meters.  As such, the following  geological  potential for this
vein can be considered at:




                                       46



For the  lower  end  range = 225m  depth x 2,000m  length  x 0.50m  wide x 2.5 =
562,500 tonnes with grades of 4.0 g/t gold and 60 g/t silver

For the upper end range = 450m  depth x 2,000m  length x 1.0m wide x 2.5 s.g.  =
2,250,000 tonnes with grades of 8 g/t gold and 100 g/t silver

CAUTIONARY  STATEMENT:  Investors  are  cautioned  that the  potential  quantity
indicated  above  is  conceptual  in  nature.  It has  been  provided  only  for
illustration purposes. At this time, there has been insufficient  exploration to
define a  mineral  resource  below the  current  inferred  resources,  and it is
uncertain if further  exploration  will result in the discovery of these mineral
resources.

18.0 INTERPRETATION AND CONCLUSIONS

Structurally the mineralized area is bound by an uplifted block (horst),  within
which the Florida Veins are located,  and a down-dropped block (graben) in which
the  Tajos  Cuates  Veins  are  found.  These  blocks  are  controlled  by NE-SW
post-mineral  faults,  which have displaced the veins horizontally to the SW and
vertically.

To date over 20 quartz veins have been identified at Mina Real. The Florida-1, 2
and 3 veins have been the main source of  mineralization  for the mine mill feed
within the last two years. The Tajos Cuates vein is being explored and developed
underground.

Recently a vein area called the Florida NW zone, north of the Florida-1, 2 and 3
veins, has been identified. Within this new area a total of 13 quartz veins have
been recognized.  It has similar mineralogical  characteristics as the Florida 3
vein system currently being mined at the Mina Real Property (See Figure 6).

Within the Florida NW zone a new vein called  Florida-4 was discovered.  A total
of 11  trenches  have been dug  along a strike  length  of two  kilometres.  The
Florida-4  vein is part of the main fracture  system in the area and has similar
mineralogical characteristics as the Florida 3 vein system currently being mined
at Mina Real.

The Florida-4 quartz vein is parallel and approximately 450 metres west from the
Florida 3 vein system.  Results  collected to date are similar to those observed
at the Florida 3 vein at similar elevations.

The author has observed along sections in the Florida-4 vein drift (level 1210m)
hydrothermal  breccias of irregular shape. These breccias are mainly composed of
sub angular to angular quartz fragments (1 to 15 cm long) in a dark brown silica
matrix composed of < 1cm long quartz fragments.  The author believes the breccia
is a later mineralizing event emplaced after the quartz veining (See Plate 3).

A new vein within the Florida NW zone called "La Vibora" trends perpendicular to
the  Florida-4  Vein.  Trench No. 1 sampled  across  3.35  meters  (true  width)
returned  15.45 g/t gold and 153 g/t  silver.  Trench No. 2 sampled  across 1.90
meters (true width) returned 35.26 g/t gold and 298 g/t silver (See Table 4).



                                       47



19.0 RECOMMENDATIONS

A.  Exploration  samples  should not be prepped at the Mine Lab (which is not an
ISO certified  facility).  All exploration samples should be sent to the SGS Lab
in Durango for prep and analytical work in batches containing a blank, duplicate
and standard. This is a requirement of NI 43-101.

B. The area where the Florida-4 Vein intersects with the Vibora Vein system is a
zone of intense  fracturing in which the wall rocks are mostly clay altered with
strong hematite and limonite staining.  This area has fine free gold. The author
recommends  that  exploration  samples  from this area be assayed for gold using
screen analysis not to miss possible coarse gold.

C. Any future drill programs should consider  drilling with triple tube (HQ3) as
most of the veins at Mina Real are  fractured  and near  faults.  For any future
resource  estimate core  recoveries  cannot be less than 85% within  mineralized
zones.

D. The Vibora area needs to be explored not only along quartz  veins,  but also,
its potential for a bulk mine  operation  should be studied.  The author in this
area took a panel sample  (387453) of altered wall rock that  returned  4.35 g/t
gold and 119 g/t silver. The panel size was 1.50 x 1.50 meters.

E. A surface exploration program on the Mina Real property is highly recommended
as follows:

- -  Geological mapping (1:1000) and trenching
- -  Access road and drill pad construction
- -  3,000 meters of HQ3 diamond drilling on selected targets

DIAMOND DRILLING:

A total of 15 diamond drill holes, 200 meters deep (for a total of 3,000 meters)
of HQ3 diameter should be drilled in selected areas based on surface  geological
mapping and trench  results.  Each drill section  should consist of two inclined
drill holes.

The  surface  location  of all drill  holes  should be  permanently  marked  and
surveyed, and down hole deviation tests be completed at regular intervals during
the  drilling  process.  The timing for all  exploration  work is estimated at 4
months.

EXPLORATION DRIFTING:

A total of 700 meters of  drifting  is  recommended,  particularly  in the Tajos
Cuates and Florida NW area veins.




                                       48



PROPOSED BUDGET (IN US FUNDS)

Diamond Drilling (HQ3 SIZE): 2,000 METERS @ $180/METER                $  360,000
Analytical (Drilling Related): 1,500 SAMPLES @ $ 30/SAMPLE            $   45,000
Exploration Drifting:  700 METERS @ $ 300/METER                       $  210,000
Analytical (underground Related): 400 SAMPLES @ $30/SAMPLE            $   12,000

STAFF:

1 exploration/mine manager:  $400/DAY X 160 DAYS                      $   64,000
2 geologists:  $300/DAY X 160 DAYS X 2                                $   96,000
Office, Administration &Logistics   $300/DAY X 160 DAYS               $   48,000

BULLDOZER (D-7):

Access road & drill pad construction = 250 HOURS @ $ 90/HOUR          $   22,500
Bulldozer time controller:     $20/DAY X 60 DAYS                      $    1,200
Accommodation for Staff :  3 ROOMS @ $ 10/DAY X 240 DAYS              $   21,600
Food for Staff :  3 PEOPLE @ $ 20/DAY  X 160 DAYS                     $    9,600
Transport, Equipment and Fuel Expenses:                               $   30,000
Miscellaneous (flights, etc.):                                        $   10,000
                                                                       ---------
                                                  SUBTOTAL   =    US  $  929,900
                                         Contingency(10%)    =    US  $   92,990
                                                                       ---------
                                                       TOTAL =    US  $1,022,890
                                                                       =========





                                       49



20.0 REFERENCES

Jaramillo Victor, January 22, 2005. The Mina Real Gold-Silver Property Technical
Report. NI 43-101 compliant report prepared for Rochester Resources Ltd.

Jose Maria Moreno, August 15, 2005, DMO in-house Reserve Calculations

Juvencio  Mireles Ortiz,  Durango,  December 3, 2004.  Estudio  Metalurgico  por
Flotacion y  Cianuracion  de una  Muestra  enviada  por  Desarrollos  Mineros de
Occidente,  S.A. de C.V.,  Luismin  S.A. de C.V.-  Laboratorios  de  Servicios e
Investigacion Metalurgica.

Lopez Mendoza,  J.J. and Lopez Orduna, J.J., June 2003. Evaluacion del Potencial
Proyecto Santa Maria del Oro, Nayarit, Mexico., Luismin S.A. de C.V.

Luca Ferrari,  A., et al, 2003. Ages of Epithermal Deposits in Mexico:  Regional
Significance  and Links  with the  Evolution  of  Tertiary  Volcanism,  Economic
Geology, Vol.98, 2003, pp. 1029-1037.

Mendez Garcia, J. et al, July 2005.  Evaluacion de Recursos y Reservas Minerales
de las Minas,  La Florida y Tajos Cuates,  Mexican  Geological  Service.  Report
prepared for Desarrollos Mineros de Occidente.

METCON Research Inc.,  August 2006.  Cyanidation  bottle roll tests to study the
impact of  sulphurous  leach upon silver  extraction.  Prepared  for Minera Real
Mexico, S.A de C.V.

METCON Report - Project No. M-677-04, January 31, 2008. Prepared for Minera Real
Mexico, S.A de C.V.

Mexican Geological Service, Tepic F13-8, Geology Map,1998

Poliquin,  M.J., 2005. Low Sulfidation  Epithermal  Quartz-Adularia  Gold Silver
Veins and the Yago Project, Mexico. Report prepared for Almaden Resources Corp.

Rochester  Resources,  June 10, 2008 News Release.  Rochester  Discovers Richest
Vein to Date at Florida NW, Mina Real Project.

Rochester  Resources,  November 16, 2007 News Release.  Rochester Announces Mill
Production and Silver Recovery Update for its Mina Real Mill.

Rochester Resources,  August 25, 2008 News Release.  Rochester Resources Reports
on Gold and Silver Recovery Circuit.



                                       50



21.0 DATE AND SIGNATURE PAGE

Respectfully Submitted,


/s/ Victor Jaramillo
- ---------------------

Victor A. Jaramillo, P.Geo
September 30, 2008






                                       51



22.0 ILLUSTRATIONS


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                      THE FLORIDA-4 VEIN ADIT (LEVEL 1210M)


                 [Please refer toPDF of document to view photo]



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
             UNDERGROUND GEOLOGY MAP OF FLORIDA-4 VEIN (LEVEL 1210M)

                [Please refer toPDF of document to view drawing]



                                       52



                    [GRAPHIC OMITTED][GRAPHIC OMITTED] PANEL
             SAMPLE (387453) TAKEN AT LA VIBORA AREA ON ALTERED WALL
             ROCK. IT RETURNED 4.35 G/T GOLD AND 119 G/T SILVER. THE
                           PANEL SIZE IS 1.50M X 1.50M

                 [Please refer toPDF of document to view photo]



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]
                          VIEW OF THE VIBORA VEIN AREA

                 [Please refer toPDF of document to view photo]





                                       53



                       DISCOVER GEOLOGICAL CONSULTANTS INC
                          SUITE 308 - 1328 HOMER STREET
                          VANCOUVER, BC V6B 6A7 CANADA
                       TEL: 604-681-0212 FAX: 604-681-0222
                      EMAIL: VICTOR@DISCOVERGEOLOGICAL.COM


                                CONSENT OF AUTHOR



TO:      British Columbia Securities Commission
         Alberta Securities Commission
         Saskatchewan Financial Services Commission
         TSX Venture Exchange


I, Victor Jaramillo, P.Geo., author of the report titled "The Mina Real Property
Technical  Report",  dated September 30, 2008 (the "Report"),  do hereby consent
to:

1.       the filing with the regulatory  authorities  referred to above,  of the
         Report and any publication by them for regulatory  purposes,  including
         electronic  publication  in the public  company files on their websites
         accessible to the public; and

2.       the inclusion of extracts from or a summary and reference to the Report
         in the written disclosure referred to in the news release dated October
         20,  2008  (the  "News  Release")  of  Rochester  Resources  Ltd.  (the
         "Company").

I also certify  that I have read the News Release  being filed and it fairly and
accurately  represents  the  information  in the Report that  supports  the News
Release  and  I  do  not  have  any  reason  to  believe   that  there  are  any
misrepresentations  in the  information  contained  in the News Release that are
derived  from the  Report  or that are  within my  knowledge  as a result of the
services performed by me in connection with the Report, or that the News Release
contains any misrepresentations of the information contained in the Report.

Dated this 20th day of  October, 2008.


/s/ Victor Jaramillo

- ------------------------
Victor Jaramillo, P.Geo.



                                       54



                       DISCOVER GEOLOGICAL CONSULTANTS INC
                          SUITE 308 - 1328 HOMER STREET
                          VANCOUVER, BC V6B 6A7 CANADA
                       TEL: 604-681-0212 FAX: 604-681-0222
                      EMAIL: VICTOR@DISCOVERGEOLOGICAL.COM

                              CERTIFICATE OF AUTHOR

I, Victor Jaramillo, P.Geol. do hereby certify that:

I am a President of:
Discover Geological Consultants Inc.
Suite 308 - 1328 Homer Street,  Vancouver,
BC  Canada, V6B 6A7

I graduated with a Bachelor of Science Degree in Geology from Washington and Lee
University in 1981. In addition,  I obtained a Master of Science  Applied Degree
in Mineral Exploration in 1983 from McGill University.

I  am  a  professional   geoscientist,   registered   with  the  Association  of
Professional  Engineers  and  Geoscientists  of British  Columbia  (License  No.
19131).

I am a Fellow of the  Geological  Association  of Canada (GAC),  a Fellow of the
Society of Economic  Geologists  (SEG),  a member of the  Geological  Society of
Nevada and a member of the Geological Society of America.

I have worked as a geologist  for a total of 26 years since my  graduation  from
university. I have read the definition of "Qualified Person" set out in National
Instrument  43-101  ("NI-43-101")  and certify  that by reason of my  education,
affiliation  with a professional  association (as defined in NI 43-101) and past
relevant work experience,  I fulfill the requirements to be a "Qualified Person"
for the purpose of NI 43-101.

The author's experience in metallurgical  testing is limited to working at mines
with  flotation  circuits and at heap leaching  operations.  The author is not a
metallurgist   and  as  such  cannot  give  any  advice  on  this  matter.   The
metallurgical  portion of the  report is a summary  of tests done by  laboratory
testing facilities on behalf of Rochester Resources Ltd.

I am responsible for the preparation of sections 1 to 22 of the technical report
titled The Mina Real Property Technical Report and dated September 30, 2008 (the
"Technical Report") relating to the Mina Real Property.

Previously  the author  visited the Mina Real  Property on October 5, 6 and from
the 11th to the 19th,  2005 (for eleven  days),  from November 23 to December 6,
2005 (for fourteen  days).  Recently the author was on site from  September 8 to
the 10th, 2008 (for three days)





                                       55



I have had  prior  involvement  with the  property  that is the  subject  of the
Technical Report.

I am not aware of any  material  fact or  material  change  with  respect to the
subject  matter of the  Technical  Report that is not reflected in the Technical
Report, the omission to disclose which makes the Technical Report misleading.

I am  independent  of the issuer  applying  all of the tests III  section 1.4 of
National Instrument 43-101.

I have read  National  Instrument  43-101 and Form 43-101 F1, and the  Technical
Report has been prepared in compliance with that instrument and form.

I consent to the filing of the  Technical  Report  with any stock  exchange  and
other regulatory  authority and any publication by them for regulatory purposes,
including  electronic  publication in the public company files on their websites
accessible by the public, of the Technical Report.

Dated this 20th Day of October, 2008


SIGNED /s/ VICTOR JARAMILLO
- ---------------------------
Victor Jaramillo, P.Geo.