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 31, 2008                    /s/ Nick DeMare
      -----------------------------        -------------------------------------
                                           Nick DeMare,
                                           Chairman










                            ROCHESTER RESOURCES LTD.




                   2008

                  ANNUAL                   NOTICE OF ANNUAL GENERAL MEETING

                 GENERAL
                                           INFORMATION CIRCULAR
                 MEETING




                  PLACE:                   SUITE 1305
                                           1090 WEST GEORGIA STREET
                                           VANCOUVER, BRITISH COLUMBIA
                  TIME:                    10:00 A.M. (PACIFIC TIME)
                  DATE:                    WEDNESDAY, NOVEMBER 19, 2008











                            ROCHESTER RESOURCES LTD.

                NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS



NOTICE IS HEREBY  GIVEN  that the Annual  General  Meeting  of  Shareholders  of
Rochester Resources Ltd.  (hereinafter called the "Corporation") will be held at
Suite 1305, 1090 West Georgia Street, Vancouver,  British Columbia on Wednesday,
the 19th day of November,  2008, at 10:00 a.m.(Pacific  Time), for the following
purposes:

1.       To  receive  the  audited  consolidated  financial  statements  of  the
         Corporation  for the fiscal year ended May 31,  2008 (with  comparative
         statements  relating to the preceding  fiscal period) together with the
         related  Management  Discussion and Analysis and report of the Auditors
         thereon;

2.       To determine the number of directors at six (6);

3.       To elect directors;

4.       To  re-appoint  auditors  and to authorize  the  directors to fix their
         remuneration;

5.       To  consider   and,   if  thought   fit,  to  ratify  and  approve  the
         Corporation's  stock  option  plan,  which  makes a total of 10% of the
         issued and outstanding shares of the Corporation available for issuance
         thereunder, as described in the accompanying Information Circular dated
         October 14, 2008; and

6.       To  transact  such  other  business  as may  properly  come  before the
         Meeting, or any adjournment or adjournments thereof.

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

Shareholders  are entitled to vote at the meeting  either in person or by proxy.
Those who are unable to attend the meeting are requested to read, complete, sign
and mail the enclosed form of proxy in accordance with the  instructions set out
in the proxy and in the Information  Circular  accompanying this Notice.  Please
advise the Corporation of any change in your mailing address.

DATED at Vancouver, British Columbia, this 14th day of October, 2008.


                              BY ORDER OF THE BOARD


                                 /s/ NICK DEMARE

                                  Nick DeMare,
                              Chairman and Director







                            ROCHESTER RESOURCES LTD.
                      Suite 1305 - 1090 West Georgia Street
                              Vancouver, BC V6E 3V7

                            MANAGEMENT PROXY CIRCULAR
   (Containing information as at October 14, 2008 unless indicated otherwise)



SOLICITATION OF PROXIES

THIS MANAGEMENT  PROXY CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF PROXIES BY THE MANAGEMENT OF ROCHESTER RESOURCES LTD. (THE "CORPORATION") FOR
USE AT THE ANNUAL GENERAL MEETING OF  SHAREHOLDERS  OF THE CORPORATION  (AND ANY
ADJOURNMENT THEREOF) TO BE HELD ON NOVEMBER 19, 2008 (THE "MEETING") AT THE TIME
AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING  NOTICE OF MEETING.
While it is expected that the  solicitation  will be primarily by mail,  proxies
may be solicited  personally  or by  telephone  by the regular  employees of the
Corporation at nominal cost.  All costs of  solicitation  by management  will be
borne by the Corporation.

The  contents  and the  sending  of this  Management  Proxy  Circular  have been
approved by the directors of the Corporation.


APPOINTMENT AND REVOCATION OF PROXIES

The individuals  named in the accompanying form of proxy are the President and a
director,  respectively,  of the Corporation.  A Shareholder  wishing to appoint
some  other  person  (who need not be a  shareholder)  to  represent  him at the
Meeting  has the  right to do so,  either  by  stroking  out the  names of those
persons  named in the  accompanying  form of proxy  and  inserting  the  desired
person's name in the blank space  provided in the form of proxy or by completing
another form of proxy.  A PROXY WILL NOT BE VALID UNLESS THE  COMPLETED  FORM OF
PROXY IS RECEIVED BY  COMPUTERSHARE  INVESTOR  SERVICES  INC., OF 100 UNIVERSITY
AVENUE,  9TH FLOOR,  TORONTO,  ONTARIO M5J 2Y1 NOT LESS THAN 48 HOURS (EXCLUDING
SATURDAYS,  SUNDAYS AND HOLIDAYS) BEFORE THE TIME FOR HOLDING THE MEETING OR ANY
ADJOURNMENT THEREOF.

A  Shareholder  who has given a proxy may revoke it by an  instrument in writing
executed by the  Shareholder or by his attorney  authorized in writing or, where
the Shareholder is a corporation,  by a duly  authorized  officer or attorney of
the  corporation,  and  delivered to the head office of the  Corporation,  Suite
1305, 1090 West Georgia Street, Vancouver,  British Columbia V6E 3V7 at any time
up to and including  the last business day preceding the day of the Meeting,  or
if adjourned,  any reconvening thereof, OR TO THE CHAIRMAN OF THE MEETING ON THE
DAY OF THE MEETING or, if  adjourned,  any  reconvening  thereof or in any other
manner  provided by law. A  revocation  of a proxy does not affect any matter on
which a vote has been taken prior to the revocation.


ADVICE TO BENEFICIAL SHAREHOLDERS

Only  registered  Shareholders or duly appointed  proxyholders  are permitted to
vote at the Meeting. Shareholders who do not hold their shares in their own name
(referred to herein as "Beneficial  Shareholders") are advised that only proxies
from  Shareholders  of  record  can be  recognized  and  voted  at the  Meeting.
Beneficial  Shareholders  who  complete and return an  instrument  of proxy must
indicate  thereon the person (usually a brokerage  house) who holds their shares
as a registered  shareholder.  Every  intermediary  (broker) has its own mailing
procedure,  and provides its own return instructions,  which should be carefully
followed.  The  instrument  of proxy  supplied  to  Beneficial  Shareholders  is
identical to that provided to registered  Shareholders.  However, its purpose is
limited to instructing  the registered  Shareholder how to vote on behalf of the
Beneficial Shareholder.




                                     - 2 -




If common shares are listed in an account statement provided to a Shareholder by
a broker,  then in almost all cases those shares will not be  registered in such
Shareholder's  name on the  records of the  Corporation.  Such  shares will more
likely be registered under the name of the  Shareholder's  broker or an agent of
that broker.  In Canada,  the majority of such shares are  registered  under the
name of CDS & Co.  (the  registration  name  for  The  Canadian  Depository  for
Securities  Limited,  which company acts as nominee for many Canadian  brokerage
firms).  Common shares held by brokers or their  nominees can only be voted (for
or against  resolutions)  upon the  instructions of the Beneficial  Shareholder.
Without  specific  instructions,  brokers/nominees  are  prohibited  from voting
shares for their clients.  The directors and officers of the  Corporation do not
know for whose benefit the common shares registered in the name of CDS & Co. are
held.

In  accordance  with  National  Instrument  54 -101 of the  Canadian  Securities
Administrators, the Corporation has distributed copies of the Notice of Meeting,
this  Management  Proxy  Circular  and the Proxy to the  clearing  agencies  and
intermediaries   for  onward   distribution  to   non-registered   Shareholders.
Applicable  regulatory  policy  requires  intermediaries/brokers  to seek voting
instructions from Beneficial  Shareholders in advance of Shareholders'  Meetings
unless the  Beneficial  Shareholders  have  waived the right to receive  Meeting
materials. Every intermediary/broker has its own mailing procedures and provides
its own return  instructions,  which should be carefully  followed by Beneficial
Shareholders  in order to  ensure  that  their  common  shares  are voted at the
Meeting.  Often the form of proxy  supplied to a Beneficial  Shareholder  by its
broker is  identical  to the form of proxy  provided by the  Corporation  to the
registered  Shareholders.  However,  its purpose is limited to  instructing  the
registered  shareholder  how to vote on  behalf  of the  Beneficial  Shareholder
should  a  Beneficial  Shareholder  receiving  such a form  wish  to vote at the
Meeting,  the  Beneficial  Shareholder  should  strike  out  the  names  of  the
Management   Proxyholders   named  in  the  form  and  insert   the   Beneficial
Shareholder's name in the blank provided.

The majority of brokers now delegate  responsibility for obtaining  instructions
from   clients  to   Broadridge   Investor   Communication   Solutions,   Canada
("Broadridge").  Broadridge  typically  applies a special  sticker  to the proxy
forms,  mails those forms to the  Beneficial  Shareholders  and asks  Beneficial
Shareholders to return the proxy forms to Broadridge.  Broadridge then tabulates
the results of all instructions  received and provides appropriate  instructions
respecting  the voting of common  shares to be  represented  at the  Meeting.  A
BENEFICIAL SHAREHOLDER RECEIVING A PROXY WITH AN BROADRIDGE STICKER ON IT CANNOT
USE THAT PROXY TO VOTE COMMON  SHARES  DIRECTLY AT THE MEETING -- THE PROXY MUST
BE  RETURNED TO  BROADRIDGE  WELL IN ADVANCE OF THE MEETING IN ORDER TO HAVE THE
COMMON SHARES VOTED.  All references to Shareholders  in this  Management  Proxy
Circular  and the  accompanying  form of Proxy  and  Notice  of  Meeting  are to
Shareholders of record unless specifically stated otherwise.


VOTING OF PROXIES

Shares  represented by properly executed proxies in favour of persons designated
in the  enclosed  form of proxy  will be voted in  favour of the  matters  to be
brought  before the  Meeting as set out in this  management  proxy  circular  or
withheld from voting if so indicated on the form of proxy.

The shares  represented by proxies will, on any poll where a choice with respect
to any matter to be acted upon has been specified in the form of proxy, be voted
in accordance with the specification made.

SUCH SHARES WILL ON A POLL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE
HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy when properly completed and delivered and not revoked
confers  discretionary  authority upon the person  appointed proxy thereunder to
vote with respect to  amendments  or  variations  of matters  identified  in the
Notice of Meeting,  and with respect to other  matters  which may properly  come
before  the  Meeting.  In the event that  amendments  or  variations  to matters
identified in the Notice of Meeting are properly  brought  before the Meeting or
any further or other business is properly brought before the Meeting,  it is the
intention of the persons  designated  in the  enclosed  form of proxy to vote in
accordance with their best judgment on such matters or business.  At the time of
the  printing  of  this  Management  Proxy  Circular,   the  management  of  the
Corporation  knows of no such amendment,  variation or other matter which may be
presented to the Meeting.




                                     - 3 -


VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Authorized Capital:                    unlimited common shares without par value
Issued and Outstanding:            35,055,061(1) common shares without par value

(1) As at October 14, 2008

Only  Shareholders  of record at the close of  business on October 14, 2008 (the
"Record  Date") who either  personally  attend the Meeting or who have completed
and  delivered  a form of proxy in the  manner  and  subject  to the  provisions
described  above shall be entitled to vote or to have their  shares voted at the
Meeting.

On a show of hands,  every  individual  who is present as a Shareholder  or as a
representative of one or more corporate Shareholders,  or who is holding a proxy
on behalf of a  Shareholder  who is not  present at the  Meeting,  will have one
vote,  and on a poll every  Shareholder  present in person or  represented  by a
proxy  and  every  person  who is a  representative  of one  or  more  corporate
Shareholders,  will have one vote for each common  share  registered  in his/its
name on the list of  Shareholders,  which is  available  for  inspection  during
normal  business  hours at  COMPUTERSHARE  INVESTOR  SERVICES  INC.  and will be
available at the Meeting.

To the knowledge of the directors and senior officers of the Corporation,  there
are no persons or companies  who  beneficially  own,  directly or  indirectly or
exercise  control or direction over shares  carrying more than 10% of the voting
rights attached to all outstanding shares of the Corporation.


APPOINTMENT OF AUDITORS

Unless such authority is withheld,  the persons named in the accompanying  proxy
intend to vote for the appointment of D & H Group LLP, Chartered Accountants, as
auditors  of the  Corporation  and  to  authorize  the  directors  to fix  their
remuneration.


ELECTION OF DIRECTORS

The board of directors presently consists of six directors and it is intended to
determine  the number of  directors  at six and to elect six  directors  for the
ensuing year.

The term of office of each of the present directors expires at the Meeting.  The
persons   named  below  will  be  presented  for  election  at  the  Meeting  as
management's  nominees and the persons named in the  accompanying  form of proxy
intend  to vote  for  the  election  of  these  nominees.  Management  does  not
contemplate  that any of these  nominees  will be unable to serve as a director.
Each  director  elected  will hold  office  until his  successor  is  elected or
appointed,  unless his office is earlier vacated in accordance with the Articles
of the  Corporation,  or with the  provisions of the BUSINESS  CORPORATIONS  ACT
(BRITISH COLUMBIA).

Pursuant to National  Instrument 54-101, a Notice of Meeting and Record Date has
been filed with all  securities  administrators  of  jurisdictions  wherein  the
Corporation's registered shareholders have their addresses and has been given to
the TSX Venture Exchange at least 25 days before the Record Date.

In the  following  table and notes  thereto  is stated  the name of each  person
proposed to be nominated by management  for election as a director,  the country
in which he is ordinarily  resident,  all offices of the Corporation now held by
him,  his  principal  occupation,  the  period  of time for  which he has been a
director  of the  Corporation,  and the  number  of  shares  of the  Corporation
beneficially  owned by him,  directly or indirectly,  or over which he exercises
control or direction, as at the date hereof.



                                     - 4 -





- ----------------------------------------------------------------------------------------------------------------
                                            PRINCIPAL OCCUPATION AND IF
                                            NOT AT PRESENT AN ELECTED
NAME, POSITION AND                          DIRECTOR, OCCUPATION DURING      DIRECTOR         NO. OF SHARES
COUNTRY OF RESIDENCE(1)                     THE PAST FIVE YEARS(1)            SINCE         BENEFICIALLY HELD(2)
- ----------------------------------------------------------------------------------------------------------------
                                                                                     

ALFREDO PARRA                               President and CEO of             Dec. 01/06           2,990,725
President, CEO and Director                 Rochester Resources Ltd.

(Nayarit, Mexico)
- ----------------------------------------------------------------------------------------------------------------

NICK DEMARE(3)                              Chartered Accountant.            Jun. 08/07           1,432,681(4)
Chairman and Director

(British Columbia, Canada)
- ----------------------------------------------------------------------------------------------------------------

MARC CERNOVITCH(3)                          Chairman of Halo Resources Ltd.  Nov. 20/07                 Nil
Director

(Ontario, Canada)
- ----------------------------------------------------------------------------------------------------------------

EDUARDO LUNA                                Chairman of Silver Wheaton Corp. Aug.10/07                  Nil
Director

(Mexico City, Mexico)
- ----------------------------------------------------------------------------------------------------------------

LINDSAY BOTTOMER(3)                         Professional Geoscientist.       Jan. 19/07               4,000
Director

(British Columbia, Canada)
- ----------------------------------------------------------------------------------------------------------------

JOSEPH KEANE                                Professional Metallurgical       Jan. 19/07             126,200
Director                                    Engineer.

(Arizona, U.S.A.)
- ----------------------------------------------------------------------------------------------------------------


NOTES:

(1)  The  information as to country of residence and principal  occupation,  not
     being within the knowledge of the  Corporation,  has been  furnished by the
     respective directors individually.
(2)  The  information as to shares  beneficially  owned or over which a director
     exercises  control or  direction,  not being  within the  knowledge  of the
     Corporation, has been furnished by the respective directors individually.
(3)  Denotes member of Audit Committee.
(4)  Includes  127,757 shares held by 888 Capital  Corp., a private  company 50%
     owned by Mr. DeMare and 353,493 shares held by DNG Capital Corp., a company
     wholly-owned by Mr. DeMare.


STATEMENT OF EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

"Named Executive  Officers" means the Chief Executive  Officer ("CEO") and Chief
Financial  Officer  ("CFO")  of the  Corporation,  regardless  of the  amount of
compensation  of those  individuals,  and each of the  Corporation's  three most
highly compensated  executive officers,  other than the CEO, who were serving as
executive  officers  at the end of the most  recent  fiscal year and whose total
salary and bonus  amounted to $150,000 or more. In addition,  disclosure is also
required for any individuals whose total salary and bonus during the most recent
fiscal year was $150,000 whether or not they are an executive officer at the end
of the fiscal year.




                                     - 5 -



The  Corporation  had two Named  Executive  Officers  during  its most  recently
completed  financial year, Alfredo Parra, the Corporation's  President and Chief
Executive  Officer  ("CEO")  and Jose  Manuel  Silva,  the  Corporation's  Chief
Financial Officer ("CFO").

The following table sets forth the  compensation  awarded,  paid to or earned by
the Named Executive Officers during the financial years ended May 31, 2006, 2007
and 2008:






                                    ------------------------------      ------------------------------------
                                          ANNUAL COMPENSATION                  LONG TERM COMPENSATION
                                    ------------------------------      ------------------------------------
                                                                                  AWARDS             PAYOUTS
                                                                        --------------------------   -------
                                                                                       RESTRICTED
                                                            OTHER        SECURITIES     SHARES OR                 ALL
- -------------------        ----                            ANNUAL           UNDER      RESTRICTED               OTHER
    NAME AND                                               COMPEN-      OPTIONS/SARS      SHARE       LTIP      COMPEN-
PRINCIPAL POSITION         YEAR      SALARY      BONUS     SATION         GRANTED         UNITS      PAYOUTS    SATION
                                       ($)        ($)        ($)            (#)            ($)         ($)        ($)
- -------------------        ----     ------------------------------      --------------------------   -------    --------
                                                                                       

Alfredo Parra(1)           2008      140,936      Nil       54,683          60,000         Nil         Nil        Nil
President, CEO             2007       55,656      Nil       19,258         800,000         Nil         Nil        Nil
and director               2006         N/A       N/A         N/A            N/A           N/A         N/A        N/A
- -------------------        ----     ------------------------------      --------------------------   -------    --------

Jose Manuel Silva(1)       2008       61,967      Nil       10,031         100,000         Nil         Nil        Nil
CFO                        2007       23,910      Nil         Nil          100,000         Nil         Nil        Nil
                           2006         N/A       N/A         N/A            N/A           N/A         N/A        N/A
- -------------------        ----     ------------------------------      --------------------------   -------    --------



NOTE:

(1)  On January 8, 2007 Alfredo Parra was appointed as the President and CEO and
     Jose Manuel Silva was appointed as the CFO of the Corporation.

LONG-TERM INCENTIVE PLANS -- AWARD IN MOST RECENTLY COMPLETED FINANCIAL YEAR

The  Corporation  has no long-term  incentive plans in place and therefore there
were no awards made under any  long-term  incentive  plan to the Name  Executive
Officers  during the  Corporation's  most recently  completed  financial year. A
"Long-Term  Incentive  Plan" is a plan  under  which  awards  are made  based on
performance  over a period longer than one financial year, other than a plan for
options, SARs (stock appreciation rights) or restricted share compensation.

OPTIONS AND SHARE APPRECIATION RIGHTS

OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

The  following  table sets forth stock  options  granted to the Named  Executive
Officers during the financial year ended May 31, 2008:




- ------------------------------------------------------------------------------------------------------------------
                                             % OF TOTAL                           MARKET VALUE OF
                          SECURITIES        OPTIONS/SARS                            SECURITIES
                            UNDER            GRANTED TO                             UNDERLYING
                         OPTIONS/SARS       EMPLOYEES IN        EXERCISE OR       OPTIONS/SARS ON       EXPIRATION
NAME                       GRANTED         FINANCIAL YEAR       BASE PRICE       THE DATE OF GRANT         DATE
                             (#)                (%)            ($/SECURITY)        ($/SECURITY)
- ------------             ------------      --------------      ------------      -----------------      ----------
                                                                                        

Alfredo Parra                60,000             4.78%              2.30                2.30             Nov. 16/20
- ------------------------------------------------------------------------------------------------------------------

Jose Manuel Silva           100,000             7.97%              1.65                1.28             Jun. 08/10

- ------------------------------------------------------------------------------------------------------------------





                                     - 6 -



AGGREGATED  OPTION/ SAR EXERCISES DURING THE MOST RECENTLY  COMPLETED  FINANCIAL
YEAR AND FINANCIAL YEAR -END OPTION/ SAR VALUES

The following  table sets out details of all the incentive  stock options,  both
exercised and unexercised,  for the Named Executive Officer during the financial
year ended May 31, 2008:




- ---------------------------------------------------------------------------------------------------------------------
                                                                       UNEXERCISED             VALUE OF UNEXERCISED
                             SECURITIES                              OPTIONS/SARS AT         IN THE MONEY OPTIONS AT
                            ACQUIRED ON      AGGREGATE VALUE       FINANCIAL YEAR -END       FINANCIAL YEAR -END (1)
NAME                          EXERCISE          REALIZED         EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
                                (#)                ($)                     (#)                         ($)
- ---------------------------------------------------------------------------------------------------------------------
                                                                                   

Alfredo Parra                   Nil                N/A                860,000 / Nil                  Nil / Nil
- ---------------------------------------------------------------------------------------------------------------------
Jose Manuel Silva             11,000              7,380               189,000 / Nil                  Nil / Nil
- ---------------------------------------------------------------------------------------------------------------------



NOTES:

(1)  The closing price of the Corporation's shares on May 30, 2008 was $1.26.

TERMINATION OF EMPLOYMENT, CHANGE IN RESPONSIBILITIES AND EMPLOYMENT CONTRACTS

The  Corporation  does  not  have  any  compensatory  plan(s),   contract(s)  or
arrangement(s)  with  respect  to  the  resignation,  retirement  or  any  other
termination of the Named Executive Officers' employment,  a change of control of
our  corporation or a change in the Named Executive  Officers'  responsibilities
following a change in control, which entitle Named Executive Officers to receive
from the Corporation an amount,  including all period payments or  installments,
exceeding $100,000.

COMPENSATION OF DIRECTORS

CASH COMPENSATION

During the financial  year ended May 31, 2008, the  Corporation  paid a total of
$136,665  for  professional  and  consulting  fees  to its  current  and  former
directors who are not the Named Executive Officers of the Corporation.

NON-CASH COMPENSATION

The following table sets forth stock options  granted by the Corporation  during
the  financial  year ended May 31, 2008 to the current and former  directors who
are not the Named Executive Officers of the Corporation:





- --------------------------------------------------------------------------------------------------------------------
                                                  % OF TOTAL                        MARKET VALUE OF
                                SECURITIES       OPTIONS/SARS                         SECURITIES
                                  UNDER           GRANTED TO                          UNDERLYING
                               OPTIONS/SARS      EMPLOYEES IN       EXERCISE OR     OPTIONS/SARS ON      EXPIRATION
 NAME                            GRANTED        FINANCIAL YEAR      BASE PRICE     THE DATE OF GRANT        DATE
                                   (#)                (%)          ($/SECURITY)      ($/SECURITY)
- --------------------           ------------     -------------      ------------    -----------------     ----------
                                                                                        

Directors as a group              99,000             7.89%             1.65               1.06            Jun. 12/10
who are not Named                300,000            23.92%             2.12               2.12            Oct. 26/10
Executive Officers                20,000             1.60%             2.30               2.30            Nov. 16/10
                                 -------            -----
                                 419,000            33.41%
                                 =======            =====
- --------------------------------------------------------------------------------------------------------------------


The following  table sets forth details of all exercises of stock options during
the  financial  year ended May 31, 2008 by the current and former  directors who
are not the  Named  Executive  Officers,  and the  financial  year end  value of
unexercised options:


                                     - 7 -





- --------------------------------------------------------------------------------------------------------------------
                                                                       UNEXERCISED           VALUE OF UNEXERCISED IN
                                                                     OPTIONS/SARS AT           THE MONEY OPTIONS AT
                               SECURITIES                          FINANCIAL YEAR -END        FINANCIAL YEAR -END(1)
                               ACQUIRED ON       AGGREGATE            EXERCISABLE /                EXERCISABLE /
 NAME                           EXERCISE       VALUE REALIZED         UNEXERCISABLE                UNEXERCISABLE
                                   (#)              ($)                    (#)                          ($)
- --------------------           -----------     --------------      -------------------        ----------------------
                                                                                    

Directors as a group             184,000          195,300             783,000 / Nil                 18,000 / N/A
who are not Named
Executive Officers
- --------------------------------------------------------------------------------------------------------------------


NOTE:

(1)  The closing price of the Corporation's shares on May 30, 2008 was $1.26.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out, as of the end of the Corporation's  financial year
ended May 31, 2008, all information  required with respect to compensation plans
under which equity securities of the Corporation are authorized for issuance:





- ---------------------------------------------------------------------------------------------------------------------
                                                                                       NUMBER OF SECURITIES REMAINING
                            NUMBER OF SECURITIES TO      WEIGHTED-AVERAGE EXERCISE      AVAILABLE FOR FUTURE ISSUANCE
                            BE ISSUED UPON EXERCISE         PRICE OF OUTSTANDING          UNDER EQUITY COMPENSATION
                            OF OUTSTANDING OPTIONS,        OPTIONS, WARRANTS AND         PLANS (EXCLUDING SECURITIES
                              WARRANTS AND RIGHTS                 RIGHTS                   REFLECTED IN COLUMN (A))
- --------------------        -----------------------      -------------------------     ------------------------------
                                                                                    

Plan Category                          (a)                          (b)                             (c)
- ---------------------------------------------------------------------------------------------------------------------

Equity compensation
plans approved by                   2,953,000                       1.69                        See Note (1)
securityholders

- ---------------------------------------------------------------------------------------------------------------------

Equity compensation
plans not approved                     N/A                           N/A                             N/A
by securityholders

- ---------------------------------------------------------------------------------------------------------------------
Total                               2,953,000                       1.69                        See Note (1)
- ---------------------------------------------------------------------------------------------------------------------


NOTE:

(1)  The  Corporation  has in place a "rolling"  stock  option plan (the "Plan")
     whereby  the  maximum  number of Common  shares  that may be  reserved  for
     issuance  pursuant to the Plan will not exceed 10% of the issued  shares of
     the  Corporation  at the time of the  stock  option  grant.  As of the date
     hereof,  Common  shares may be reserved for issuance  pursuant to the Plan.
     See  "Particulars  of Other  Matters to be Acted Upon -- Stock Option Plan"
     for further particulars of the Plan.


INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No executive  officers,  directors,  employees or former executive  officers and
directors  of the  Corporation  are  indebted  to the  Corporation.  None of the
directors,  executive  officers or proposed  nominees of the Corporation nor any
associate  or  affiliate of these  individuals,  is or has been  indebted to the
Corporation since June 1, 2007.



                                     - 8 -



INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as  disclosed  herein or in the  financial  statements,  no  informed
person of the  Corporation,  any proposed  director of the  Corporation,  or any
associate  or  affiliate  of any  informed  person or proposed  director has any
material interest, direct or indirect, in any transaction since the commencement
of our most recently  completed  financial  year or in any proposed  transaction
which has materially  affected or would materially  affect the  Corporation.  An
"informed  person" means a director or executive office of a reporting issuer; a
director or executive  officer of a person or company that is itself an informed
person  or  subsidiary  of  a  reporting  issuer;  any  person  or  company  who
beneficially owns,  directly or indirectly,  voting shares of a reporting issuer
or who exercises  control or direction over shares of the reporting  issuer or a
combination of both carrying more than 10% of the voting rights  attached to all
outstanding  voting securities of the reporting  issuer;  and a reporting issuer
that has purchased, redeemed or otherwise acquired any of its securities, for so
long as it holds any of its securities.


MANAGEMENT CONTRACTS

The Corporation has a management  contract with Chase Management Ltd. ("Chase"),
a  company  owned  by Mr.  Nick  DeMare,  the  Chairman  and a  director  of the
Corporation, whereby the Corporation is currently paying Chase $5,040 per month,
for accounting, administrative, professional and management services provided to
the Corporation.  In addition, the Corporation may engage Chase to perform extra
services in which case Chase will charge the  Corporation  for its  employees at
competitive rates.  During the Corporation's  last completed  financial year, it
was billed a total of $85,130 by Chase for services performed.


DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

Effective June 30, 2005,  NATIONAL  INSTRUMENT  58-101 - DISCLOSURE OF CORPORATE
GOVERNANCE  PRACTICES  ("NI  58-101")  was  adopted by the  Canadian  Securities
Administrators.   NI  58-101  requires  issuers  to  disclose  their  governance
practices in accordance  with that  instrument.  The  Corporation  is a "venture
issuer"  within the  meaning of NI 58-101.  A  discussion  of the  Corporation's
governance practices within the context of NI 58-101 is set out below:

BOARD OF DIRECTORS

As  of  the  date  of  this  information  circular,  the  Corporation  has  four
independent  directors,  namely:  Messrs.  Lindsay Bottomer,  Joseph Keane, Marc
Cernovitch  and Eduardo  Luna.  The  Corporation  has two  directors who are not
independent because they are executive officers of the Corporation,  namely: Mr.
Alfredo Parra, President and CEO and Mr. Nick DeMare, Chairman.

DIRECTORSHIPS

As of the date of this information  circular,  five of the current  directors of
the Corporation also serve as directors of other reporting  issuers,  details of
which are as follows:

         NICK DEMARE:  Aguila American  Resources  Ltd.,  Andean American Mining
         Corp.,  Astral Mining  Corporation,  Atlas Minerals Inc., Ausex Capital
         Corp., Enterprise Oil Limited,  GeoPetro Resources Company, GGL Diamond
         Corp.,  Golden Peaks  Resources  Ltd., Halo Resources Ltd., Kola Mining
         Corp.,  Lariat  Energy Ltd.,  Lumex  Capital  Corp.,  Mawson  Resources
         Limited,  Mirasol Resources Ltd.,  Salazar Resources  Limited,  Sinchao
         Metals Corp., Tinka Resources Limited and Tumi Resources Limited.

         LINDSAY BOTTOMER:  Armadillo  Resources Ltd.,  Astorius Resources Ltd.,
         BCM Resources Corporation,  Entree Gold Inc., Richfield Ventures Corp.,
         Yale Resources Ltd. and Zenith Industries Corp.



                                     - 9 -



         JOSEPH KEANE: Stingray Copper Inc.

         EDUARDO  LUNA:  Alamos Gold Inc.,  Farallon  Resources  Ltd.,  Geologix
         Explorations Inc., Silver Wheaton Corp. and Wheaton River Mineral Ltd.

         MARC  CERNOVITCH:  JG Capital  Corp.,  Halo  Resources  Ltd.  and Valor
         Ventures Inc.

ORIENTATION AND CONTINUING EDUCATION

The CEO and/or the CFO are  responsible  for  providing an  orientation  for new
directors. Director orientation and on-going training will include presentations
by senior management to familiarize  directors with the Corporation's  strategic
plans, its significant  financial,  accounting and risk management  issues,  its
compliance  programs,  its principal  officers and its internal and  independent
auditors.

ETHICAL BUSINESS CONDUCT

The Corporation does not have a written code of ethical business conduct for its
directors,  officers  and  employees.  Each  director,  officer and  employee is
expected  to comply with  relevant  corporate  and  securities  laws and,  where
applicable, the terms of their employment agreements.

NOMINATION OF DIRECTORS

When  a  board  vacancy  occurs  or  is  contemplated,  any  director  may  make
recommendations  to the board as to qualified  individuals for nomination to the
board.

In identifying new  candidates,  the directors will take into account the mix of
director  characteristics  and  diverse  experiences,  perspectives  and  skills
appropriate for the Corporation at that time.

COMPENSATION

From time to time,  the  independent  directors  of the Board  will  review  the
compensation  payable  to the CEO and  CFO.  Messrs.  Bottomer,  Keane  and Luna
receive  compensation in the form of professional  fees in the amount of $10,000
annually,  plus $500 per board meeting  attended,  as well as the grant of stock
options from time to time, which allocation is made by the Board as a whole.

OTHER BOARD COMMITTEES

The board has no other standing committees.

ASSESSMENTS

The Board of Directors of the Corporation does not conduct any formal evaluation
of the performance and effectiveness of the members of the Board, the Board as a
whole or any committee of the Board.


AUDIT COMMITTEE

THE AUDIT COMMITTEE'S CHARTER

The following is the text of the Corporation's Audit Committee Charter:

         "MANDATE

         The primary  function of the audit  committee (the  "Committee")  is to
         assist the board of directors in  fulfilling  its  financial  oversight
         responsibilities by reviewing the financial reports and other financial
         information  provided by the Corporation to regulatory  authorities and
         shareholders,  the Corporation's systems of internal controls regarding



                                     - 10 -



         finance and accounting and the Corporation's  auditing,  accounting and
         financial  reporting  processes.  The  Committee's  primary  duties and
         responsibilities are to:

         o        Serve as an  independent  and  objective  party to monitor the
                  Corporation's  financial reporting and internal control system
                  and review the Corporation's financial statements.

         o        Review  and  appraise  the  performance  of the  Corporation's
                  external auditors.

         o        Provide   an  open   avenue   of   communication   among   the
                  Corporation's  auditors,  financial and senior  management and
                  the Board of Directors.

         COMPOSITION

         The  Committee  shall be comprised of three  directors as determined by
         the Board of  Directors,  the  majority  of whom shall be free from any
         relationship  that,  in the  opinion of the Board of  Directors,  would
         interfere with the exercise of his independent  judgment as a member of
         the  Committee.  At  least  one  member  of the  Committee  shall  have
         accounting or related financial  management  expertise.  All members of
         the  Committee  that are not  financially  literate  will work  towards
         becoming  financially  literate  to obtain a working  familiarity  with
         basic finance and accounting  practices.  For the purposes of the Audit
         Committee  Charter,  the  definition of  "financially  literate" is the
         ability  to read and  understand  a set of  financial  statements  that
         present a breadth and level of complexity of accounting issues that are
         generally  comparable to the breadth and  complexity of the issues that
         can presumably be expected to be raised by the Corporation's  financial
         statements.

         The members of the Committee shall be elected by the Board of Directors
         at its first meeting following the annual shareholders' meeting. Unless
         a Chair is elected by the full Board of  Directors,  the members of the
         Committee  may  designate  a  Chair  by a  majority  vote  of the  full
         Committee membership.

         MEETINGS

         The Committee shall meet a least twice annually,  or more frequently as
         circumstances dictate. As part of its job to foster open communication,
         the Committee will meet at least annually with the CFO and the external
         auditors in separate sessions.

         RESPONSIBILITIES AND DUTIES

         To fulfill its responsibilities and duties, the Committee shall:

         Documents/Reports Review

         (a)      Review and update the Charter annually.

         (b)      Review the Corporation's  financial  statements,  MD&A and any
                  annual  and  interim  earnings,   press  releases  before  the
                  Corporation   publicly  discloses  this  information  and  any
                  reports or other financial  information  (including  quarterly
                  financial statements), which are submitted to any governmental
                  body, or to the public,  including any certification,  report,
                  opinion, or review rendered by the external auditors.

         External Auditors

         (a)      Review annually,  the performance of the external auditors who
                  shall be ultimately  accountable to the Board of Directors and
                  the Committee as  representatives  of the  shareholders of the
                  Corporation.



                                     - 11 -



         (b)      Recommend to the Board of Directors the selection  and,  where
                  applicable, the replacement of the external auditors nominated
                  annually for shareholder approval.

         (c)      Review with  management  and the  external  auditors the audit
                  plan  for  the  year-end  financial  statements  and  intended
                  template for such statements.

         (d)      Review and  pre-approve all audit and  audit-related  services
                  and the fees and other compensation  related thereto,  and any
                  non-audit  services,  provided by the  Corporation's  external
                  auditors.

         Provided the pre-approval of the non-audit services is presented to the
         Committee's  first  scheduled  meeting  following  such  approval  such
         authority may be delegated by the Committee to one or more  independent
         members of the Committee.

         FINANCIAL REPORTING PROCESSES

         (a)      In  consultation  with  the  external  auditors,  review  with
                  management  the  integrity  of  the  Corporation's   financial
                  reporting process, both internal and external.

         (b)      Consider the external  auditors'  judgments  about the quality
                  and appropriateness of the Corporation's accounting principles
                  as applied in its financial reporting.

         (c)      Consider  and  approve,   if   appropriate,   changes  to  the
                  Corporation's auditing and accounting principles and practices
                  as suggested by the external auditors and management.

         (d)      Following  completion of the annual audit,  review  separately
                  with  management  and the external  auditors  any  significant
                  difficulties  encountered  during  the  course  of the  audit,
                  including any  restrictions  on the scope of work or access to
                  required information.

         (e)      Review any significant  disagreement  among management and the
                  external  auditors in connection  with the  preparation of the
                  financial statements.

         (f)      Review with the external auditors and management the extent to
                  which  changes and  improvements  in financial  or  accounting
                  practices have been implemented.

         (g)      Review  any  complaints  or  concerns  about any  questionable
                  accounting, internal accounting controls or auditing matters.

         (h)      Review certification process.

         (i)      Establish  a  procedure   for  the   confidential,   anonymous
                  submission  by  employees  of  the   Corporation  of  concerns
                  regarding questionable accounting or auditing matters.

         OTHER

         Review any related-party transactions."



                                     - 12 -



COMPOSITION OF THE AUDIT COMMITTEE

The following are the current members of the Committee (1):


- --------------------------------------------------------------------------------
                           INDEPENDENT (1)                FINANCIALLY LITERATE
- --------------------------------------------------------------------------------
Nick DeMare                       N                                Y
- --------------------------------------------------------------------------------
Marc Cernovitch                   Y                                Y
- --------------------------------------------------------------------------------
Lindsay Bottomer                  Y                                Y
- --------------------------------------------------------------------------------

NOTE:

(1) As defined by Multilateral Instrument 52-110 ("MI 52-110").

The  Corporation  is relying on the  exemption  provided  under  Section  6.1 of
MI52-110.

RELEVANT EDUCATION AND EXPERIENCE

Nick DeMare is a Chartered  Accountant with significant  experience working with
resource issuers.  Marc Cernovitch and Lindsay Bottomer are business  executives
with extensive experience in the industry. As such each has acquired a knowledge
and  understanding  of the financial  issues and accounting  principles that are
relevant in assessing  this  Corporation's  financial  disclosures  and internal
control systems.

AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Corporation's  most recently  completed
financial year was a  recommendation  of the Committee to nominate or compensate
an external auditor not adopted by the Board of Directors.

RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Corporation's  most recently  completed
financial year has the Corporation  relied on the exemption in Section 2.4 of MI
52-110 (De Minimis Non-audit Services), or an exemption from MI 52-110, in whole
or in part, granted under Part 8 of Multilateral Instrument 52-110.

PRE-APPROVAL POLICIES AND PROCEDURES

The Committee has adopted specific policies and procedures for the engagement of
non-audit services as described above under the heading "External Auditors".

EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The aggregate fees billed by the Corporation's  external auditors in each of the
last two fiscal years for audit fees are as follows:

- --------------------------------------------------------------------------------
FINANCIAL YEAR                      AUDIT RELATED                       ALL
   ENDING            AUDIT FEES          FEES        TAX FEES       OTHER FEES
- --------------------------------------------------------------------------------

May 31, 2008          $42,996           $11,114          -                -
- --------------------------------------------------------------------------------
May 31, 2007          $21,001           $10,338          -                -
- --------------------------------------------------------------------------------



                                     - 13 -



PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

RATIFICATION OF APPROVED STOCK OPTION PLAN

The  Corporation  has a rolling  stock option plan (the  "Plan"),  which makes a
total of 10% of the issued and outstanding  shares of the Corporation  available
for issuance thereunder. The Corporation's Plan was ratified by the shareholders
at the last annual general meeting held in November 2007. In accordance with the
policies of the TSX Venture Exchange (the "Exchange"),  a rolling plan, which is
the type of plan the  Corporation  has  adopted,  requires  the  approval of the
shareholders of the Corporation on an annual basis. Accordingly, the Corporation
requests that the shareholders ratify and approve the Plan.

The  purpose  of the Plan is to provide  the  Corporation  with a share  related
mechanism to enable the  Corporation to attract,  retain and motivate  qualified
directors, officers, employees and other service providers, to reward directors,
officers,  employees and other service providers for their  contribution  toward
the  long  term  goals of the  Corporation  and to  enable  and  encourage  such
individuals to acquire shares of the Corporation as long term investments.

The Plan  provides  that it is  solely  within  the  discretion  of the Board to
determine who should receive options and in what amounts.  The Board may issue a
majority  of the  options to  insiders  of the  Corporation.  However,  the Plan
provides  that in no case  will  the  Plan or any  existing  share  compensation
arrangement  of the  Corporation  result,  at any time,  in the  issuance to any
option holder,  within a one year period,  of a number of shares exceeding 5% of
the Corporation's issued and outstanding share capital.

The following  information is intended to be a brief description of the Plan and
is qualified in its entirety by the full text of the Plan which is available for
review  by any  shareholder  up  until  the day  preceding  the  Meeting  at the
Corporation's  head office at Suite 1305, 1090 West Georgia  Street,  Vancouver,
British Columbia, and will be available at the Meeting:

1.       The maximum number of common shares that may be issued upon exercise of
         stock  options  granted  under the Plan  will be that  number of Shares
         which is 10% of the issued and outstanding  shares of the  Corporation.
         The  Corporation  currently  has  3,153,000  options  outstanding.  The
         exercise price of the stock options,  as determined by the Board in its
         sole  discretion,  shall  not be less  than  the  closing  price of the
         Corporation's  shares traded  through the facilities of the Exchange on
         the date  prior to the date of  grant,  less  allowable  discounts,  in
         accordance  with the  policies of the Exchange or, if the shares are no
         longer listed for trading on the Exchange,  then such other exchange or
         quotation system on which the shares are listed and quoted for trading.

2.       The Board will not grant  options to any one person  which  will,  when
         exercised,  exceed  5% of the  issued  and  outstanding  shares  of the
         Corporation.

3.       Upon  expiry of the  option,  or in the  event an  option is  otherwise
         terminated  for any reason,  without having been exercised in full, the
         number of shares in respect of the expired or  terminated  option shall
         again be available  for the purposes of the Plan.  All options  granted
         under the Plan may not have an expiry date exceeding ten years from the
         date on which the Board grant and announce the granting of the option.

4.       If the option  holder  ceases to be a director  of the  Corporation  or
         ceases  to be  employed  by the  Corporation  (other  than by reason of
         death), as the case may be, then the option granted shall expire on the
         90th day  following  the date  that the  option  holder  ceases to be a
         director or ceases to be employed  by the  Corporation,  subject to the
         terms and conditions set out in the Plan.

The  Plan may be  administered  by the  Corporation's  secretary  or such  other
officer or employee as may be  designated  by the Board from time to time.  Upon
the approval of the Plan by the Corporation's shareholders, shareholder approval
will not be  required or sought on a  case-by-case  basis for the purpose of the
granting  of  options  to and  the  exercise  of  options  by  employees  of the
Corporation  regularly employed on a full-time or part-time basis,  directors of
the  Corporation  and persons who perform  services  for the  Corporation  on an
ongoing  basis or who have  provided,  or are  expected to provide,  services of
value to the Corporation.




                                     - 14 -



The Exchange  policies require that the Plan be approved by the affirmative vote
of a majority of the votes cast at the  Meeting.  Accordingly,  the  Corporation
requests that the shareholders pass the following resolution:

         "RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

         1.       the Plan,  in the form  approved  by the  shareholders  of the
                  Corporation  at  the  last  Annual  General  Meeting  held  on
                  November  20,  2007,  with  or  without  amendments  as may be
                  required by the Exchange,  is hereby  ratified,  confirmed and
                  approved;

         2.       the Corporation is authorized to grant stock options  pursuant
                  and subject to the terms and  conditions of the Plan entitling
                  all of the  optionholders  in aggregate to purchase up to such
                  number of common shares of the  Corporation as is equal to 10%
                  of the number of common shares of the  Corporation  issued and
                  outstanding on the applicable grant date; and

         3.       any one or of the directors or officers of the  Corporation be
                  authorized  and  directed to perform all such acts,  deeds and
                  things  and  execute,  under  the seal of the  Corporation  or
                  otherwise,  all such documents and other  writings,  including
                  treasury  orders,  stock  exchange and  securities  commission
                  forms, as may be required to give effect to the true intent of
                  this resolution."

An ordinary  resolution requires the approval of a simple majority (>50%) of the
votes cast by the  shareholders  of the  Corporation  being  entitled to vote in
person or by proxy at the Meeting.


OTHER MATTERS

Management  of the  Corporation  knows of no other  matters  to come  before the
Meeting other than those referred to in the Notice of Meeting  accompanying this
Information  Circular.  However,  if any other matters  properly come before the
Meeting,  it is the  intention  of  the  persons  named  in the  form  of  proxy
accompanying this Information Circular to vote the same in accordance with their
best judgment of such matters.


ADDITIONAL INFORMATION

Additional information relating to the Corporation is on SEDAR at www.sedar.com.
Shareholders  may contact the  Corporation at #1305 - 1090 West Georgia  Street,
Vancouver,  BC, V6E 3V7 or by telephone at 604-685-9316 to request copies of the
Corporation's  financial  statements  and MD&A for its most  recently  completed
financial  year.   Financial   information  is  provided  in  the  Corporation's
comparative  financial  statements  and  MD&A for its  most  recently  completed
financial year.




                            ROCHESTER RESOURCES LTD.
                               (THE "CORPORATION")


            2009 REQUEST FOR ANNUAL AND INTERIM FINANCIAL STATEMENTS


National  Instrument  51-102  requires the  Corporation  to send annually to the
registered holders and beneficial owners of its securities ("Securityholders") a
form to allow  Securityholders  to  request a copy of the  Corporation's  annual
financial  statements and related MD&A and/or interim  financial  statements and
related MD&A. If you wish to receive such mailings,  please  complete and return
this form to:

                            ROCHESTER RESOURCES LTD.
                    C/O SUITE 1305 - 1090 WEST GEORGIA STREET
                              VANCOUVER, BC V6E 3V7


The undersigned Securityholder hereby elects to receive or not receive:

[ ] Yes  [ ] No   Interim Financial Statements for the first, second and third
                  financial quarters of 2009 and the related MD&A,

                                 -- and / or --

[ ] Yes  [ ] No   Annual Financial Statements for the fiscal year ended
                  May 31, 2009 and related MD&A.



PLEASE  NOTE THAT A REQUEST  FORM WILL BE MAILED  EACH YEAR AND  SECURITYHOLDERS
MUST RETURN SUCH FORM EACH YEAR TO RECEIVE THE DOCUMENTS INDICATED ABOVE.

NAME:        ___________________________________________________________________

ADDRESS:     ___________________________________________________________________

             ___________________________________________________________________

POSTAL CODE: ___________________________________________________________________



I confirm that I am a: [ ] REGISTERED  SHAREHOLDER OR [ ] BENEFICIAL SHAREHOLDER
of the Corporation.


Signature of
Securityholder:   __________________________________   Date:  __________________


CUSIP:  77174P102