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, 2005.
Commission File Number: 0-30390
ROCHESTER RESOURCES LTD
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(Translation of registrant's name into English)
#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
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(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 17, 2005 /s/ Nick DeMare
----------------------------- -------------------------------------
Nick DeMare,
Director
ROCHESTER RESOURCES LTD.
(FORMERLY HILTON 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 Thursday,
the 17th day of November, 2005, at 11:00 a.m.(Pacific Time), for the following
purposes:
1. To receive the Report of the President;
2. To receive the audited consolidated financial statements of the
Corporation for the fiscal year ended May 31, 2005 (with comparative
statements relating to the preceding fiscal period) together with the
report of the Auditors thereon;
3. To appoint Auditors and to authorize the Directors to fix their
remuneration;
4. To elect four Directors for the ensuing year;
5. To consider, and if thought fit, to pass an ordinary resolution to
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 11, 2005; and
6. To transact such further or other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Accompanying this Notice is the Corporation's Report to Shareholders referred to
in item 1 above, an Information Circular, a form of Proxy and an Annual Return
Card 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 11th day of October, 2005.
BY ORDER OF THE BOARD
"DES O'KELL"
Des O'Kell, President & CEO
ROCHESTER RESOURCES LTD.
(FORMERLY HILTON RESOURCES LTD.)
Suite 1305 - 1090 West Georgia Street
Vancouver, BC V6E 3V7
MANAGEMENT PROXY CIRCULAR
(Containing information as at October 11, 2005 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 17, 2005 (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.
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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 ADP Investor Communications Corporation ("ADP"). ADP 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 ADP. ADP 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
ADP STICKER ON IT CANNOT USE THAT PROXY TO VOTE COMMON SHARES DIRECTLY AT THE
MEETING -- THE PROXY MUST BE RETURNED TO ADP 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.
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VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
Authorized Capital: unlimited common shares without par value
Issued and Outstanding: 2,230,735 (1) common shares without par value
(1) As at October 11, 2005
Only Shareholders of record at the close of business on October 11, 2005 (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 four directors and it is intended
to determine the number of directors at four and to elect four 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
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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.
PRINCIPAL OCCUPATION AND IF NOT AT PRESENT
NAME, POSITION AND PROVINCE AN ELECTED DIRECTOR, OCCUPATION DURING DIRECTOR NO. OF SHARES
& COUNTRY OF RESIDENCE(1) THE PAST FIVE YEARS(1) SINCE BENEFICIALLY HELD(2)
DES O'KELL Since 1998 Mr. O'Kell has headed the firm Jun. 28/05 nil
President, Chief Executive Eland Jennings Investor Services which
Officer, acting Chief Financial provides consulting services to a range of
Officer and Director private and publicly traded corporations
(Alberta, Canada) seeking financings, listings and
communications to the investment
community.
NICK DEMARE(3) Chartered Accountant. Since 1991, Oct. 2/89 116,134(4)
Director President and principal of Chase
(British Columbia, Canada) Management Ltd. ("Chase"), a company
which provides administrative, accounting
and other services.
WILLIAM LEE(3) Chartered Accountant. Currently serving as Sep. 8/95 12,650
Director Business Analyst with Ivanhoe Energy.
(British Columbia, Canada)
ANDREW CARTER(3) Businessman. Independent Corporate Jul.4/03 12,500
Director Consultant.
(British Columbia, Canada)
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 92,054 shares held by DNG Capital Corp., a private corporation
wholly-owned by Mr. DeMare and 5,630 shares held by 888 Capital Corp., a
company 50% 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 $150,000 whether or not they are an executive officer at the end
of the fiscal year.
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The Corporation currently has one Named Executive Officer, Nick DeMare, the
Corporation's former President, Chief Executive Officer ("CEO") and acting Chief
Financial Officer ("CFO").
The following table sets forth the compensation awarded, paid to or earned by
the Named Executive Officer during the financial years ended May 31, 2003, 2004
and 2005:
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------- ------------------------------------
AWARDS PAYOUTS
------------------------- -------
OTHER SECURITIES RESTRICTED
ANNUAL UNDER SHARES OR ALL OTHER
NAME AND COMPEN- OPTIONS/SARS RESTRICTED LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION GRANTED SHARE UNITS PAYOUTS SATION
($) ($) ($) (#) (#) ($) ($)
- ---------------------- ---- -------------------------------- ------------------------------------ --------
Nick DeMare(1) 2005 Nil Nil 78,788(2) 20,500 Nil Nil Nil
former President, CEO 2004 Nil Nil 72,100(2) 8,500 Nil Nil Nil
and acting CFO and 2003 N/A N/A N/A N/A N/A N/A N/A
current Director
- ---------------------- ---- -------------------------------- ------------------------------------ --------
NOTES:
(1) On June 28, 2005, Nick DeMare resigned as the President, CEO and acting CFO
of the Corporation and Des O'Kell was appointed as a director and the
President, CEO and acting CFO of the Corporation.
(2) Paid to Chase Management Ltd. ("Chase"), a private corporation owned by
Nick DeMare. Chase personnel (excluding Mr. DeMare) provides accounting,
secretarial and administrative services to 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
Officer 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
Officer during the financial year ended May 31, 2005:
% 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)
- ------------ ------------- -------------- ------------- ------------------ ----------
Nick DeMare 13,000 7.28% 1.00 1.20 Sept.3/07
7,500 4.20% 1.20 1.60 Feb.8/08
------ -----
20,500 11.48%
====== =====
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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, 2005:
- ----------- ------------ --------------- ------------------------- -------------------------
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
(#) ($) (#) ($)
- ----------- ------------ --------------- ------------------------- -------------------------
Nick DeMare 3,000 Nil 20,500 / Nil Nil / N/A
- ----------- ------------ --------------- ------------------------- -------------------------
NOTE:
(1) The closing price of the Corporation's shares on May 31, 2005 was $1.00.
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 Officer's employment, a change of control of
our corporation or a change in the Named Executive Officer's responsibilities
following a change in control, which entitle a Named Executive Officer 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, 2005, the Corporation paid a total of
$15,750 for professional fees to its directors who are not the Named Executive
Officers of the Corporation.
NON-CASH COMPENSATION
The following table sets forth stock options granted by the Corporation during
the financial year ended May 31, 2004 to the directors who are not the Named
Executive Officers of the Corporation:
- -------------------- ------------ -------------- ------------ ----------------- ----------
% OF TOTAL MARKET VALUE OF
SECURITIES OPTIONS/SARS SECURITIES
UNDER GRANTED TO UNDERLYING
OPTIONS/SARS EMPLOYEES IN EXERCISE OR OPTIONS/SARS ON EXPIRATION
NAME GRANTED FINANCIAL YEAR BASE PRICE THE DATE OF GRANT DATE
(#) (%) ($/SECURITY) ($/SECURITY)
- -------------------- ------------ -------------- ------------ ----------------- ----------
Directors as a group 27,000 15.13% 1.00 1.20 Sept.3/07
who are not Named 22,500 12.60% 1.20 1.60 Feb.8/08
Executive Officers ------ -----
49,500 27.73%
====== =====
- -------------------- ------------ -------------- ------------ ----------------- ----------
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The following table sets forth details of all exercises of stock options during
the financial year ended May 31, 2004 by the directors who are not the Named
Executive Officers, and the financial year end value of unexercised options:
- -------------------- ----------- --------------- ------------------------- ---------------------------
UNEXERCISED VALUE OF UNEXERCISED IN THE
SECURITIES OPTIONS/SARS AT MONEY OPTIONS AT
ACQUIRED ON AGGREGATE VALUE FINANCIAL YEAR -END FINANCIAL YEAR -END (1)
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
(#) ($) (#) ($)
- -------------------- ----------- --------------- ------------------------- ---------------------------
Directors as a group Nil N/A 49,500 / Nil Nil / N/A
who are not Named
Executive Officers
- -------------------- ----------- --------------- ------------------------- ---------------------------
NOTE:
(1) The closing price of the Corporation's shares on May 31, 2005 was $1.00.
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, 2004, 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 BE AVAILABLE FOR FUTURE ISSUANCE
ISSUED UPON EXERCISE OF WEIGHTED-AVERAGE EXERCISE UNDER EQUITY COMPENSATION
OUTSTANDING OPTIONS, PRICE OF OUTSTANDING OPTIONS, PLANS (EXCLUDING SECURITIES
WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
- ---------------------- -------------------------- ---------------------------- ------------------------------
Plan Category (a) (b) (c)
- ---------------------- -------------------------- ---------------------------- ------------------------------
Equity compensation 217,500 1.30 See Note (1)
plans approved by
securityholders
- ---------------------- -------------------------- ---------------------------- ------------------------------
Equity compensation N/A N/A N/A
plans not approved by
securityholders
- ---------------------- -------------------------- ---------------------------- ------------------------------
Total 217,500 1.30 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, 2004.
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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. DeMare, whereby the Corporation is paying Chase $3,000
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.
AUDIT COMMITTEE
THE AUDIT COMMITTEE'S 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 finance and accounting and the
Corporation's auditing, accounting and financial reporting processes. The
Committee's primary duties and responsibilities are to:
- - 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.
- - Review and appraise the performance of the Corporation's external auditors.
- - 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.
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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.
(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.
- 10 -
(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.
COMPOSITION OF THE AUDIT COMMITTEE
The following are the members of the Committee (1):
- ------------- ---------------- --------------------
INDEPENDENT (1) FINANCIALLY LITERATE
- ------------- ---------------- --------------------
Nick DeMare N Y
William Lee Y Y
Andrew Carter 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.
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.
- 11 -
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:
- ------------ ------- ------- --- --------------
AUDIT
FINANCIAL AUDIT RELATED TAX
YEAR ENDING FEES FEES FEES ALL OTHER FEES
- ------------ ------- ------- --- --------------
May 31, 2005 $17,793 - - -
May 31, 2004 $15,848 - - -
- ------------ ------- ------- --- --------------
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 2004. 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 217,500 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.
- 12 -
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.
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 Annual and Special Meeting held on November
18, 2004, 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.
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ROCHESTER RESOURCES LTD. (FORMERLY
HILTON RESOURCES LTD.) ( THE "CORPORATION")
TO BE HELD AT: SUITE 1305, 1090 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA
DATE: THURSDAY, NOVEMBER 17, 2005
TIME: 11:00 AM (PACIFIC TIME)
THE UNDERSIGNED MEMBER ("REGISTERED SHAREHOLDER") OF THE CORPORATION HEREBY
APPOINTS, Nick DeMare, a director of the Corporation, or failing this person,
Harvey Lim, Corporate Secretary of the Corporation, or in the place of the
foregoing, , as proxyholder for and on behalf of the Registered Shareholder with
the power of substitution to attend, act and vote for and on behalf of the
Registered Shareholder in respect of all matters that may properly come before
the Meeting of the Registered Shareholders of the Corporation and at every
adjournment thereof, to the same extent and with the same powers as if the
undersigned Registered Shareholder were present at the said Meeting, or any
adjournment thereof.
The Registered Shareholder hereby directs the proxyholder to vote the securities
of the Corporation registered in the name of the Registered Shareholder as
specified herein.
THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED AND DATED
SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE
RESOLUTIONS (For full detail of each item, please see the enclosed Notice of
Meeting and Management Proxy Circular.)
For Withhold
1. To elect as Director, Des O'Kell, ----- -----
To elect as Director, Nick DeMare, ----- -----
To elect as Director, William Lee, ----- -----
To elect as Director, Andrew Carter; ----- -----
2. To appoint D & H Group LLP as Auditors of the Corporation; ----- -----
For Against
3. To determine the number of Directors at four; ----- -----
4. To authorize the Directors to fix the auditor's
remuneration; ----- -----
5. To consider, and if thought fit, to pass an ordinary
resolution to ratify, confirm and approve the
Corporation's stock option plan; ----- -----
6. To transact such other business as may properly come
before the Meeting. ----- -----
THE UNDERSIGNED REGISTERED SHAREHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY GIVEN
TO ATTEND AND VOTE AT SAID MEETING.
SIGN HERE: ____________________________________________________________________
PLEASE PRINT NAME: ____________________________________________________________
DATE: _________________________________________________________________________
NUMBER OF SHARES REPRESENTED BY PROXY: ________________________________________
INSTRUCTIONS FOR COMPLETION OF PROXY
1. THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE CORPORATION.
2. This form of proxy ("Instrument of Proxy") MUST BE SIGNED BY YOU, THE
REGISTERED SHAREHOLDER, or by your attorney duly authorized by you in
writing, or, in the case of a corporation, by a duly authorized officer or
representative of the corporation; and IF EXECUTED BY AN ATTORNEY, OFFICER,
OR OTHER DULY APPOINTED REPRESENTATIVE, the original or a notarial copy of
the instrument so empowering such person, or such other documentation in
support as shall be acceptable to the Chairman of the Meeting, must
accompany the Instrument of Proxy.
3. IF THIS INSTRUMENT OF PROXY IS NOT DATED in the space provided, authority
is hereby given by you, the Registered Shareholder, for the proxyholder to
date this proxy seven (7) calendar days after the date on which it was
mailed to you, the Registered Shareholder, by Computershare Investor
Services Inc.
4. A REGISTERED SHAREHOLDER WHO WISHES TO ATTEND THE MEETING AND VOTE ON THE
RESOLUTIONS IN PERSON, may simply register with the scrutineers before the
Meeting begins.
5. A REGISTERED SHAREHOLDER WHO IS NOT ABLE TO ATTEND THE MEETING IN PERSON
BUT WISHES TO VOTE ON THE RESOLUTIONS, may do the following:
(a) APPOINT ONE OF THE MANAGEMENT PROXYHOLDERS named on the Instrument of
Proxy, by leaving the wording appointing a nominee as is (i.e. do not
strike out the management proxyholders shown and do not complete the
blank space provided for the appointment of an alternative
proxyholder). Where no choice is specified by a Registered Shareholder
with respect to a resolution set out in the Instrument of Proxy, a
management appointee acting as a proxyholder will vote in favour of
each matter identified on this Instrument of Proxy and for the nominees
of management for directors and auditor as identified in this
Instrument of Proxy;
OR
(b) APPOINT ANOTHER PROXYHOLDER, who need not be a Registered Shareholder
of the Corporation, to vote according to the Registered Shareholder's
instructions, by striking out the management proxyholder names shown
and inserting the name of the person you wish to represent you at the
Meeting in the space provided for an alternate proxyholder. If no
choice is specified, the proxyholder has discretionary authority to
vote as the proxyholder sees fit.
6. THE SECURITIES REPRESENTED BY THIS INSTRUMENT OF PROXY WILL BE VOTED OR
WITHHELD FROM VOTING IN ACCORDANCE WITH THE INSTRUCTIONS OF THE REGISTERED
SHAREHOLDER ON ANY POLL of a resolution that may be called for and, if the
Registered Shareholder specifies a choice with respect to any matter to be
acted upon, the securities will be voted accordingly. Further, the
securities will be voted by the appointed proxyholder with respect to any
amendments or variations or any of the resolutions set out on the
Instrument of Proxy or matters which may properly come before the Meeting
as the proxyholder in its sole discretion sees fit.
If a Registered Shareholder has submitted an Instrument of Proxy, THE REGISTERED
SHAREHOLDER MAY STILL ATTEND THE MEETING AND MAY VOTE IN PERSON. To do so, the
Registered Shareholder must record his/her attendance with the scrutineers
before the commencement of the Meeting and revoke, in writing, the prior votes.
================================================================================
TO BE REPRESENTED AT THE MEETING, THIS PROXY FORM MUST BE RECEIVED AT THE OFFICE
OF COMPUTERSHARE INVESTOR SERVICES INC. BY MAIL OR BY FAX NO LATER THAN
FORTY-EIGHT (48) HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) PRIOR TO THE
TIME OF THE MEETING, OR ADJOURNMENT THEREOF OR MAY BE ACCEPTED BY THE CHAIRMAN
OF THE MEETING PRIOR TO THE COMMENCEMENT OF THE MEETING. THE MAILING ADDRESS OF
COMPUTERSHARE INVESTOR SERVICES INC. IS ATTENTION: PROXY DEPARTMENT, 9TH FLOOR,
100 UNIVERSITY AVENUE, TORONTO, ONTARIO, M5J 2Y1 AND ITS FAX NUMBER IS
1-866-249-7775.
================================================================================
ROCHESTER RESOURCES LTD.
(FORMERLY HILTON RESOURCES LTD.)
(THE "CORPORATION")
2005 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.
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 2006 and the related MD&A
____ Yes ____ No Annual Financial Statements for the fiscal year ended
May 31, 2006 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