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 17, 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 16, 2006
3. PRESS RELEASE
The press release was released on January 17, 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 17, 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 17, 2006
DIRECTOR APPOINTMENT
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT AND OTCBB: RCTFF):
Mr. Douglas Good, President, announces that Mr. Des O'Kell has resigned as a
director and Mr. Gil Leathley, who has been serving on the Company's Advisory
Board, has been appointed as a director of the Company, 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. The Company wishes to thank Mr. O'Kell for his services and wishes him
well.
The Company has granted stock options to purchase 500,000 common shares, at a
price of $0.77 per share, for a term of 3 years.
ON BEHALF OF THE BOARD -----------------------------
INVESTOR INFORMATION CONTACT:
/s/ DOUGLAS GOOD -----------------------------
- ----------------------------- Douglas Good
Douglas Good, President & CEO Tel: (604) 484-6614
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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.