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 DECEMBER, 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: December 21, 2005 /s/ Douglas Good
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Doug Good,
President
ROCHESTER RESOURCES LTD.
Suite 400 - 535 Howe Street, Vancouver, British Columbia, V6C 2Z4
Phone: (604) 484-6614 Fax: (604) 688-3348
TSX Venture: RCT OTCBB: RCTFF
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NEWS RELEASE DECEMBER 21, 2005
PRIVATE PLACEMENT
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT AND OTCBB: RCTFF) The
Board of Directors is pleased to announce that further to a price reservation
form filed November 22, 2005, the Company has arranged a financing of 1.4
million units, at $0.50 per unit, with each unit consisting of one share and a
half warrant. Each whole warrant will be exercisable at $0.65 for a term of two
years and will contain a forced conversion provision which comes into effect
once the shares trade in excess of $1.00 per share for 10 consecutive trading
days. A finders fee of 10% in cash will be paid to non-registrants on a portion
of this financing. The foregoing is subject to regulatory approval.
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".
ON BEHALF OF THE BOARD INVESTOR INFORMATION CONTACT:
/s/ DOUGLAS F. GOOD Douglas F. Good
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Douglas F. 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.