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 JULY, 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: July 26, 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
July 26, 2006
3. PRESS RELEASE
The press release was released on July 26, 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
July 26, 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 July 26, 2006
rochester resources arranges $1.8 million private placement
Vancouver, Canada - Rochester Resources Ltd. (TSXV: RCT; OTCBB: RCTFF and
Frankfurt: R5I): Mr. Douglas Good, President, is pleased to announce that the
Company has arranged a non-brokered private placement (the "Private Placement")
of 2,000,000 units (the "Units") at a purchase price of $0.90 per Unit for
proceeds of $1.8 million. Each Unit consists of one common share and one
transferable common share purchase warrant exercisable into an additional common
share for a period of two years, at an exercise price of $1.15 in the first year
and thereafter, at an exercise price of $1.30, subject to acceleration in
certain circumstances. The bulk of the Private Placement has been subscribed to
by three associated funds who, on closing, will own 14.6% of the 13,237,735
outstanding common shares of the Company. The common shares and the warrants are
subject to a four month hold period from the date of the closing which, subject
to receipt of TSXV final clearance, is scheduled to take place on July 28, 2006.
No finders fees are payable on the transaction.
The funds will be used to finance further development and exploration of the
Company's Mina Real gold/silver property interests in Nayarit State, Mexico (the
"Mina Real Project") and for general working capital purposes. Site preparation
and civil works for the previously announced conventional mill and related
infrastructure at the Mina Real Project is well underway. Firm contracts for the
purchase and delivery of key components of the mill have been placed with
suppliers with deliveries scheduled over the coming weeks. The plant is
scheduled for completion during the fourth quarter of 2006 and will have a
design capacity of 300 tonnes/day, with an initial start-up capacity
contemplated at 200 tonnes/day.
The Company has advanced a total of US$1.68 million under the 2006 Work Program
and earned an initial 40% interest in the Mina Real Project. A further 11% can
be earned on payment of US$900,000 in the form of option payments. Negotiations
are continuing with the Company's joint venture partner for acquisition of the
remaining 49% interest in the Mina Real Project.
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.