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 FEBRUARY, 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: February 21, 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
February 21, 2006
3. PRESS RELEASE
The press release was released on February 21, 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
February 21, 2006.
ROCHESTER RESOURCES LTD.
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 FEBRUARY 21, 2006
ROCHESTER ARRANGES $720,000 FINANCING
AND HIRES EUROPEAN INVESTOR RELATIONS FIRM
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT AND OTCBB: RCTFF):
The Company announces that it has entered into an agreement with Canaccord
Capital Corporation ("Canaccord") whereby Canaccord will use its commercially
reasonable efforts to complete an offering by way of Short Form Offering
Document that will raise up to $720,000. The offering will consist of units
("Units") at a purchase price of $0.72 per Unit. Each Unit will consist of one
common share and one Warrant. Each Warrant will entitle the holder to acquire
one additional common share at an exercise price of $0.80 per share for a period
of 24 months following the date of closing of the Offering. The Warrants will be
transferable and, subject to evidence of satisfactory distribution in accordance
with the rules of the TSX Venture Exchange, will be listed and posted for
trading on the Exchange.
Canaccord will receive a cash commission equal to 10% of the gross proceeds of
the sale of Units, 25,000 common shares as a corporate finance fee, agent's
warrants entitling Canaccord to subscribe for that number of common shares that
is equal to 10% of the aggregate number of Units sold in the Offering at an
exercise price of $0.80 per common share for a period of 24 months following the
closing of the Offering, and an administration fee of $7,500 payable in cash.
This transaction is subject to regulatory approval of the TSX Venture Exchange.
This offering will be completed by a short form offering document in accordance
with policy 4.6 of the TSX Venture Exchange. The net proceeds received by the
Company will be used to fund on-going work programs on the Company's Mina Real
Property, to fund new property investigations and acquisitions, and for general
working capital purposes.
The Company has also retained Accent Marketing Ltd. ("Accent") as its European
investor relations representative. The investor relations program will focus on
shareholder communications, corporate development and building the Company an
active following of investment professionals in Europe. Accent will introduce
the Company to European investment clubs, investment advisors, institutional
investors, analysts and private investors. Accent will assist the Company in
listing on the Frankfurt Stock Exchange. With offices in England and Germany,
Accent has provided investor relations service to over 25 companies whose shares
trade on the Nasdaq, Amex, TSX and TSX Venture Exchange. Accent, which is arm's
length to the Company, has been retained for an initial term of 6 months and,
thereafter, on a month to month basis. Its remuneration will be a monthly fee of
Euros 4,500 per month plus a stock option to purchase 150,000 shares at $0.80
per share for a period of three years.
ON BEHALF OF THE BOARD
/s/ DOUGLAS GOOD INVESTOR INFORMATION CONTACT:
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Douglas Good, President & CEO Douglas Good
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.