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 NOVEMBER, 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: November 25, 2005 /s/ Douglas Good
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Nick DeMare,
President
FORM 51-102F3
MATERIAL CHANGE REPORT
1. NAME AND ADDRESS OF COMPANY
ROCHESTER RESOURCES LTD. (the "Issuer")
#1305 - 1090 West Georgia Street
Vancouver, British Columbia V6E 3V7
Phone: (604) 685-9316
2. DATE OF MATERIAL CHANGE
November 25, 2005
3. PRESS RELEASE
The press release was released on November 25, 2005 through various
approved public media and filed with the TSX Venture Exchange and the
British Columbia, Alberta and Saskatchewan Securities Commissions.
4. SUMMARY OF MATERIAL CHANGE(S)
See attached press release for details.
5. FULL DESCRIPTION OF MATERIAL CHANGE
See attached press release for details.
6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not Applicable
7. OMITTED INFORMATION
Not Applicable
8. DIRECTOR
Douglas Good
Phone: (604) 685-9316
9. DATE OF REPORT
November 29, 2005.
ROCHESTER RESOURCES LTD.
#1305 - 1090 West Georgia Street Vancouver, British Columbia, V6E 3V7
Phone: (604) 685-9316 Fax: (604) 683-1585
TSX Venture: RCT OTCBB: RCTFF
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NEWS RELEASE NOVEMBER 25, 2005
CORPORATE DEVELOPMENTS
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT AND OTCBB: RCTFF), the
Board of Directors is pleased to announce a number of strategic developments
implemented by the Board to advance the Company's objective of acquiring a near
term production property. The Company's management team has been augmented with
the addition of two senior executives.
Mr. Douglas Good has, effective immediately, been appointed director, President
and Chief Executive Officer of the Company. Mr. Good has an extensive background
in providing strategic planning, corporate restructuring, finance and senior
management services to a range of companies in the start-up and early
development phase. He has served as a director and in senior management
positions of various public and private companies in the healthcare, software,
mining and automotive industries in the US and in Canada. Mr. Good was a
co-founder of Sonus Corp., a hearing healthcare provider, which grew from a
single clinic in 1990 to a major North American provider of hearing healthcare.
Mr. Good also has a strong background in commercial banking and leasing.
Mr. Gil Leathley has been appointed to the Company's Advisory Board effective
immediately. Mr. Leathley has worked in the mining industry since 1962. He has
held various senior positions with major mining companies with his last position
being Senior Vice-President and Chief Operating Officer of Homestake Resources.
Since 2000, Mr. Leathley has been an independent consultant to several senior
and junior mining companies. Mr. Leathley's operating experience will be an
asset to the Company.
In order to accommodate the appointments, Mr. Des O'Kell has resigned as
President and Mr. Nick DeMare has resigned as a director.
As announced on November 4, 2005, the Company is continuing to work to secure an
interest in a gold/silver property of merit. The Company's efforts are currently
focused on a gold/silver mine located in the state of Nayrit, Mexico. Access to
the property is excellent and key infrastructure is in place. Management's
interest in this property is high as the vendor has, in the past year, mined a
bulk sample of approximately 4,400 tonnes, with an average head grade of 8.3
grams of gold and 164.7 grams of silver. The vendor also reports that over 1,500
meters of development work has been completed. The Company has not yet completed
an independent verification of this information and results, but is doing so as
part of its ongoing project assessment.
The mineralized structures on the property form part of a low sulphidation
epithermal gold-silver system which is comprised of quartz veins and quartz
breccia with iron and manganese oxides. The veins trend NW-SE and have steep
dips. The width of the veins varies from approximately 0.30 to over 3.0 meters
wide. They are structurally controlled by a set of parallel faults and at places
are displaced by NE trending post-mineral faults. Some vein segments contain
elevated gold and silver values, mainly due to oxidation and secondary
enrichment. The vendor has completed initial development at the property, with 9
portals, at different elevations, into the vein system.
Rochester Resources Ltd. News Release
November 25, 2005 Page 2
The host rock is a dacite which shows silicification and quartz veinlets in the
wall rocks adjacent to the quartz veins. The silicified wall rocks are narrow,
generally 1 to 2 meters on each side of the veins. To date 4 veins have been
identified. Other veins are known to exist but require exploration mapping and
sampling. Vein continuity along strike is good as observed from surface outcrop
and underground workings. These veins appear to have a vertical continuity of
over 150 meters as observed from underground development.
Mr. Victor Jaramillo, M.Sc.(A), P. Geo is the qualified person who has visited
the property and has prepared the geological technical disclosure in this
release.
The Company's near term objectives are to acquire an interest in this property
and then move forward with both an exploration and a development program to
generate near term cash flow. Terms under negotiation include funding a work
program to earn an initial 50% interest with the ability to acquire 100%.
In order to pursue these objectives, the Company will require additional working
capital and, in this regard, a private placement financing of 2,500,000 units,
at $0.50 per unit, with each unit consisting of a share and a half warrant, will
be completed. Each whole warrant is exercisable at $0.65 for a term of two
years. Canaccord Capital Corporation has been retained as agent to place a
portion of this financing and is being paid a fee of 10% cash and 5% agents
units which are convertible into 100,000 shares and 50,000 warrants exercisable
at $0.65 for a term of two years. A corporate finance fee will also be payable
to Canaccord. A finders fee of 10% (in cash, shares, warrants, or a combination)
will be paid to non-registrants on a portion of this financing.
Rochester Resources Ltd., incorporated in British Columbia, Canada, trades on
the TSX Venture Exchange under the symbol "RCT", and on the OTCBB under symbol
"RCTFF". The Company's directors are experienced in the resource sector and are
focused on enhancing shareholder value by expanding Rochester's assets in this
sector. Management aims to identify exploration projects of high merit, and
quickly complete confirmation exploration. This will enable the Company to
confirm the potential of a project and reach advanced project status by the most
cost effective means and in the shortest time possible.
ON BEHALF OF THE BOARD
INVESTOR INFORMATION CONTACT:
/s/ DOUGLAS GOOD Douglas Good
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Douglas Good, President & CEO
FORWARD LOOKING STATEMENTS
This Company Press Release contains certain "forward-looking" statements and
information relating to the Company that are based on the beliefs of the
Company's management as well as assumptions made by and information currently
available to the Company's management. Such statements reflect the current
risks, uncertainties and assumptions related to certain factors including,
without limitations, competitive factors, general economic conditions, customer
relations, relationships with vendors and strategic partners, the interest rate
environment, governmental regulation and supervision, seasonality, technological
change, changes in industry practices, and one-time events. Should any one or
more of these risks or uncertainties materialize, or should any underlying
assumptions prove incorrect, actual results may vary materially from those
described herein.
The TSX Venture Exchange has not reviewed and does not accept responsibility for
the adequacy or the accuracy of this release.