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 JUNE, 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: June 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
June 21, 2006
3. PRESS RELEASE
The press release was released on June 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
June 27, 2006.
ROCHESTER RESOURCES LTD.
400 - 535 Howe Street, Vancouver, British Columbia, V6C 2Z4
Phone: (604) 484-6614 Fax: (604) 688-3348
TSXV: RCT OTCBB: RCTFF Frankfurt: R5I
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NEWS RELEASE June 21, 2006
ROCHESTER RECEIVES ENVIRONMENTAL APPROVALS AND PERMITTTING FOR CONSTRUCTION
OF MILL WITH 300 TONNE/DAY DESIGN CAPACITY AT MINA REAL
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD.
(TSXV: RCT; OTCBB: RCTFF and Frankfurt: R5I):
Mr. Douglas Good, President, is pleased to announce that environmental approval
and permitting is now in place to commence site preparation and construction of
a conventional cyanidation processing plant and related infrastructure at the
Mina Real gold/silver property located in Nayarit State, Mexico (the "Mina Real
Property"). The plant will have a design capacity of at least 300 tonnes/day
with initial start-up capacity contemplated at 200 tonnes/day.
Rochester has earned an initial 20% interest in the Mina Real Property with the
right to earn an additional 20% once funding provided reaches US$1.5 million. A
further 11% can be earned on payment of US$900,000 in the form of option
payments.
Construction cost of the processing facility is estimated at US$2.5 million with
start-up scheduled for late October of 2006. In order to finance the
construction of the mill and provide adequate working capital to fund
operations, Rochester has agreed to provide additional funding to the joint
venture of up to US$2.5 million in the form of a Participation Funding Facility.
Under the terms of the agreement, Rochester will receive a Net Profits Interest
in the project equal to 80% of the cash flow from commercial production until an
amount equal to 125% of the Production Funding Facility has been earned.
Rochester has not conducted an independent feasibility study on the Mina Real
project which may increase the risk that the planned operations are not
economically viable. The Board has relied on the work of management, an outside
consultant and the project manager in Mexico, who has extensive experience in
similar size projects from the construction and operational perspective.
Contract development mining at the Florida mine site has been ongoing since late
April of this year at an estimated rate of 2,500 tonnes per month with the ore
being stockpiled in preparation of the commencement of milling operations in
late October. In addition to an estimated pre-production stockpile of
approximately 12,000 tonnes, this exploration drift development work will extend
management's knowledge of continuity and grade of the Florida vein structures a
further 250+ metres to the North-West.
During May a 1,700+ metre extension of the mine access road was completed from
the base of the Florida Mine site to the Tajos Cuates mineralized structure,
which has the potential to be mined as a separate ore body. A 1,600 metre drill
program is currently underway in this recently accessed section of the property
to obtain a better understanding of the potential. The January 22, 2006 43-101
Report prepared by Victor Jaramillo, P. Geol. made the following comments on
Tajos Cuates:
"A Vein system called Tajos Cuates south of the Florida Veins, has also been
visited and sampled by the writer. One of the samples taken of the vein has a
true width of 1.70 meters and is composed of fractured quartz and concentrations
of limonite and manganese oxides. It appears to be a large zone of secondary
enrichment. It returned 2.77 g/t gold and 1,330 g/t silver."
The President of the Company's Mina Real joint venture, Dr. Alfredo Parra,
discovered the property and has been responsible for progressing this
exploration project to its current state of advanced development. Dr. Parra has
an extensive background in exploration and mining in Mexico in roles ranging
from Mine Superintendent to senior executive positions with major companies such
as Kennecott and Penoles. He brings to this project extensive experience in the
design, construction and management of a number of Mexican based mines ranging
in capacity from 200 to 1,000 tonnes per day.
The Board of Rochester is extremely pleased with the significant progress that
Dr. Parra and his team have made at the Mina Real property. It was the Company's
objective to acquire an interest in a property which had near term production
potential and the Mina Real project has exceeded all expectations.
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
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.