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 JANUARY, 2006.
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: January 12, 2006 /s/ Douglas Good
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Doug Good,
President
FORM 51-102F3
MATERIAL CHANGE REPORT
1. NAME AND ADDRESS OF COMPANY
ROCHESTER RESOURCES LTD. (the "Issuer")
#400 - 535 Howe Street, Vancouver, BC, V6C 2Z4
Phone: (604) 484-6614
2. DATE OF MATERIAL CHANGE
January 12, 2006
3. PRESS RELEASE
The press release was released on January 12, 2006 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. OFFICER
Douglas Good, President & CEO
Phone: (604) 484-6614
9. DATE OF REPORT
January 12, 2006.
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 JANUARY 12, 2006
ROCHESTER OPTIONS MEXICAN GOLD/SILVER PROPERTY AND
TARGETS COMMENCEMENT OF MINING AND MILLING OPERATIONS FOR MID-2006
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT AND OTCBB: RCTFF):
Mr. Douglas Good, President, is pleased to announce that the Company has entered
into an option agreement dated January 8, 2006 with an arm's-length private
company, to acquire up to a 51% interest in a gold/silver project comprising
approximately 3,400 hectares of mineral properties located near the capital city
of Tepic, in the state of Nayarit, Mexico (the "Mina Real Property"). In
addition, a six month lock-up agreement is in place to allow discussions
regarding the purchase of an option on the remaining 49% interest. Conditional
on making initial option payments of US$110,000 and the issuance of 250,000
common shares, the Company will earn the following interests in the Mina Real
Property:
- An initial 20% interest on funding the first US$750,000 towards the
2006 work program;
- A further 20% interest on funding the second US$750,000 towards the
2006 work program; and
- a further 11% interest on payment of US$900,000 at the minimum rate of
US$75,000 per month commencing mid-2006, with each payment vesting a
0.9166% interest.
Closing of this transaction is subject to normal conditions precedent including
receipt of regulatory approvals.
2006 WORK PROGRAM:
The Mina Real Property has been the subject of extensive due diligence and is
considered a core strategic asset which, in addition to having significant
exploration potential, can quickly be brought into production to generate cash
flow. Rochester plans to proceed as soon as possible with the following
development program:
PHASE 1:
- Continuation of the underground development program which should see
approximately 500 additional meters of drifts, raises and ramps
developed over a two month period.
- Complete the initial drill program to test high grade vein
outcroppings located in the Tajos Cuates structure.
- Obtain environmental approvals for mill.
PHASE 2:
- Conditional on the results from Phase 1, the Company will proceed to:
- Complete costing and planning to establish a 200-300 tonne/day
conventional cyanidation plant.
- Construction of mill.
PHASE 3:
- Commencement of mining by mid-2006
Rochester Resources Ltd.
January 12, 2006
Page 2
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With the establishment of the cyanidation mill near the mine site by the
beginning of the third quarter of 2006, it is anticipated, that in addition to
proving out the continuity of the Florida vein structure to the northwest of the
current mine site, over 60,000 tonnes of material could be produced and
processed over a 10 month time frame. The proposed development work would block
out an estimated 400,000 tonnes of the Florida vein structure in preparation for
bulk mining and increased production. The estimates of 60,000 tonnes and 400,000
tonnes are based on the mine workings completed to date and extensions of these
same workings. These estimates are conceptual in nature and, while management is
confident they can be achieved, additional exploration and development work is
required and it is uncertain if further work will confirm these estimates.
Initial metallurgical testing, carried out in 2004 on samples taken from the
Florida development, indicated recoveries in excess of 90% from a conventional
milling operation. The Company plans to update this initial metallurgical
testing.
THE MINA REAL PROPERTY
This is an advanced property on which the owner has expended over US$3 million
to fund the initial high-risk exploration and development costs, including over
1,500 meters of mine development, involving five separate drifts at different
elevations ranging from the 1140 meter elevation to the 1260 meter elevation as
set out in the below diagram of the underground workings:
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Omitted Graphic is a diagram/map showing various levels
of the mine from Level 1115 to Level 1260
Please view this map on SEDAR: www.sedar.com
In April through June of 2005, approximately 4,400 tonnes of gold-silver bearing
quartz material was mined from the aforenoted segment of the Florida Vein
structure. The owner has reported that the average head grade of the material
processed was 8.3 grams per tonne of gold and 164.7 grams per tonne of silver.
Access is good to the mine location through 2.5 kilometers of recently developed
road with water and power sources close to the proposed site for construction of
an initial milling operation capable of processing 200-300 tonnes per day.
To date four veins have been identified on the Mina Real Property. The Florida
quartz veins 1, 2 and 3 and the Tajos Cuates vein. Other veins are known to
exist but require exploration mapping and sampling. Initial development at the
property consists of five portals ranging from 20 to 50 meters apart at
different elevations of the Florida vein system.
Recent geological field work, such as geological mapping, limited trenching and
drill core examination, indicate that the Florida Vein system may have good
continuity to the northwest for at least another kilometer from the mine area
and may have a vertical continuity of over 250 meters, as observed from surface
outcrop to the bottom lowermost developed adit. Though there has been limited
diamond drilling on the property one hole, F2-03, was drilled through the lower
levels of the area designated by the above workings diagram. All three veins
were intersected at elevations below the lowermost development adits with
intersections ranging in width from 1.1 to 2.5 meters with grades of 0.52 g/t Au
and 93.54 g/t Ag in the first vein, 12.73 g/t Au and 172 g/t Ag in the second
vein and 5.50 g/t Au and 171 g/t Ag in the third vein.
Rochester Resources Ltd.
January 12, 2006
Page 3
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As part of its due diligence at Mina Real, the Company has taken 51 chip vein
samples, 1 grab sample, 4 duplicates, 3 blanks and 6 standards. Also, 20 pulp
samples were assayed. Some highlights of the underground chip vein samples taken
include:
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Sample Vein Width Gold Silver Description
No. (m) g/t g/t
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387322 Florida 3 1.00 8.4 226 Quartz Vein Level 260
387324 Florida 3 0.98 9.62 67.2 Quartz Vein Level 260
387325 Florida 3 1.07 11.5 123 Quartz Vein Level 260
387334 Florida 2 0.70 2.44 848 Quartz Vein Level 210
387339 Florida 3 2.10 9.61 202 Quartz Vein Level 160
387342 Florida 3 1.30 14.25 260 Quartz Vein Level 160
387362 Florida 2 1.55 6.27 501 Quartz Vein Level 185
387367 Florida 2 1.10 14.55 336 Quartz Vein Level 185
387369 Florida 3 1.60 9.15 119 Quartz Vein Level 185
387393 Florida 3 0.80 16.80 115 Quartz Vein Level 140
387397 Florida 3 1.13 4.66 723 Quartz Vein Level 140
387398 Tajo Cuates 1.70 2.77 1,330 Quartz Vein 1 - Main adit
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A vein system called Tajos Cuates, located just south of the Florida Veins, has
also been visited and sampled by the Company's qualified person. The vein where
sampled has a true width of 1.70 meters and is composed of fractured quartz and
concentrations of limonite and manganese oxides. The vein appears to be a large
zone of secondary enrichment. The assay returned 2.77 g/t Au and 1,330 g/t Ag.
Mr. Victor Jaramillo, M.Sc.(A), P.Geo, the qualified person who has visited the
property and prepared the geological technical disclosure in this release,
indicates the geological potential on the Florida Vein system and at Tajos
Cuates to be excellent. Mr Jaramillo will be completing the 43-101 qualifying
report.
Based on the geological field work done to date, the average head grades
experienced in the bulk samples mined in mid-2005 and the identification of over
three kilometers of quartz gold-silver vein structure in the Florida and Tajos
Cuates structures, management believes there is excellent potential for the
early development of a significant long-term revenue stream.
ON BEHALF OF THE BOARD
INVESTOR INFORMATION CONTACT:
/s/ DOUGLAS GOOD ----------------------------
- ----------------------------- Douglas Good
Douglas Good, President & CEO Tel: (604) 484-6614
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.