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 APRIL, 2006.
Commission File Number: 0-30390
ROCHESTER RESOURCES LTD
- --------------------------------------------------------------------------------
(Translation of registrant's name into English)
#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
- --------------------------------------------------------------------------------
(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: April 6, 2006 /s/ Douglas Good
----------------------------- -------------------------------------
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
April 6, 2006
3. PRESS RELEASE
The press release was released on April 6, 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
April 12, 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
- --------------------------------------------------------------------------------
NEWS RELEASE APRIL 6, 2006
ROCHESTER COMMENCES AGGRESSIVE EXPLORATION AND DEVELOPMENT WORK
PROGRAM ON ITS MINA REAL GOLD/SILVER PROPERTY AND ACCELERATES EXPIRY
DATE ON 2,725,000 WARRANTS
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT AND OTCBB: RCTFF): Mr.
Douglas Good, President, is pleased to announce that the Company has closed on
its option agreement on the Mina Real property concessions announced on January
14, 2006. Under the terms of this agreement, the Company has the right to earn
up to a 51% interest in this 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").
An aggressive exploration and development work program is now underway including
the extension of the existing road to obtain equipment access to the Tajos
Cuates vein structure. The Phase 1 drill program at Tajos Cuates and continued
drift development at the Florida mine site are expected to commence shortly.
Management believes it is in the Company's best interests to be in a position
financially to move aggressively with the costing and pre-development
infrastructure associated with the Company's Phase 2 development plan and
commence construction of the processing plant once environmental approvals are
obtained. Rather than raise additional equity capital and create further
dilution for shareholders, the Company has today exercised its right to reduce
the exercise period on 2,725,000 outstanding warrants, comprised of private
placement warrants and agents warrants.
Pursuant to a private placement of units of the Company, the closing of which
was announced on January 16, 2006, the Company issued common share purchase
warrants, each of which entitles the warrantholder to purchase one common share
of the Company at a price of $0.65 per share until January 16, 2008, subject to
acceleration. If the volume-weighted average trading price of the Company's
shares on the TSX Venture Exchange is $1.00 or more for a period of 10
consecutive trading days (the "Trading Target"), then the Company has the right
to reduce the exercise period of the warrants by providing notice to the
warrantholders.
As of the close of business on April 5, 2006, the Trading Target was achieved.
Accordingly, the Company is today giving notice to the warrantholders that
unless the warrantholders exercise their warrants before 4:30 pm on May 7, 2006,
their warrants will expire and their warrant certificates will be void and of no
effect. The proceeds from exercise of the warrants will be added to working
capital and used to aggressively advance the development of the Mina Real gold
silver property.
ON BEHALF OF THE BOARD
INVESTOR INFORMATION CONTACT:
/s/ DOUGLAS GOOD
Douglas Good, President & CEO Douglas Good
Tel: (604) 484-6614
Website: www.rochesterresourcesltd.com
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.