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 October, 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: October 19, 2006 /s/ Douglas Good
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Doug Good,
President
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 OCTOBER 19, 2006
ROCHESTER ACQUIRES REMAINING 49% INTEREST IN MINA REAL PROJECT
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT; OTCBB: RCTFF AND
FRANKFURT: R5I): The board of directors of Rochester Resources Ltd. is pleased
to announce that the continued encouraging results from mining development
activities, coupled with the rapid progress being made in the construction of
the mill and related infrastructure, has escalated the Company's decision to
acquire the balance of the 49% equity interest in its Mina Real Project located
in the state of Nayarit, Mexico. A 51% interest in the Mina Real Project was
recently vested to the Company and the requirement to make further option
payments of US$600,000 to its joint venture partner waived.
Agreement has been reached to issue 10,500,000 common shares of the Company in
exchange for all of the outstanding shares of ALB Holdings Ltd. ("ALB"), a
private BC holding company. The sole asset of ALB is the 49% equity interest in
Mina Real Mexico SA de CV ("Mina Real Mexico") and the only liabilities of ALB
are an underlying obligation of US$2 million to an ex-partner and a small net
smelter royalty obligation on its interest in the Mina Real Project. The largest
single shareholder of ALB is Dr. Alfredo Parra, the President of Mina Real
Mexico and founder of the Mina Real Project. On closing of the transaction, Dr.
Parra will own 14.5% of the 23,764,735 outstanding common shares of the Company.
The transaction is subject to TSX Venture Exchange approval and the completion
of formal documentation.
"THE ACQUISITION OF THE REMAINING INTEREST IN THE MINA REAL PROJECT SHOULD, IN
ADDITION TO BEING ACCRETIVE TO OUR SHAREHOLDERS, ALIGN THE INTERESTS OF OUR
HIGHLY CREDENTIALED MEXICAN PROJECT TEAM HEADED BY DR. PARRA WITH THE COMPANY'S
OBJECTIVE OF BECOMING A MAJOR "NICHE MARKET" GOLD/SILVER PRODUCER. THIS KEY
PROPERTY, WHEN COMBINED WITH THE COMPANY'S EXPERIENCED MEXICAN BASED MANAGEMENT
TEAM, HAS THE POTENTIAL TO PRODUCE A LONG-TERM REVENUE STREAM WHICH SHOULD SET
THE STAGE FOR THE DEVELOPMENT OF A SERIES OF SIMILAR SIZE MINING AND MILLING
OPERATIONS IN THE REGION.
THE COMPANY'S STRATEGY IS TO CONCENTRATE ON THE ADVANCED EXPLORATION AND
DEVELOPMENT OF SIMILAR SIZED PROPERTIES IN THE REGION EITHER SOURCED 100% BY THE
COMPANY'S MANAGEMENT OR ACQUIRED THROUGH JOINT VENTURES WITH JUNIOR EXPLORATION
ORIENTED COMPANIES OR MAJORS WHO DON'T HAVE THE LOCAL EXPERTISE OR STRATEGIC
DESIRE TO OPERATE SMALLER MINING PROJECTS WITH CAPACITY IN THE RANGE OF 200-500
TONNES/DAY." stated Douglas F. Good, President.
Shareholders are reminded that an independent feasibility study has not been
obtained 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 its
corporate management, an outside consultant and the project management in Mexico
who have extensive experience in similar size projects from the construction and
operational perspective.
ON BEHALF OF THE BOARD INVESTOR INFORMATION CONTACT:
/s/ DOUGLAS F. GOOD Douglas F. Good
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Douglas F. Good, President & CEO Tel: 1-877-541-6285
Email: info@rochesterresourcesltd.com
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.