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 November, 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: November 23, 2006 /s/ Douglas Good
----------------------------- -------------------------------------
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
- --------------------------------------------------------------------------------
NEWS RELEASE NOVEMBER 23, 2006
ROCHESTER RECEIVES APPROVAL TO CLOSE ACQUISITION
OF REMAINING 49% INTEREST IN MINA REAL PROJECT
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT; OTCBB: RCTFF AND
FRANKFURT: R5I): The Board of Directors is pleased to announce that conditional
approval has been received from the TSX Venture Exchange to issue 10,500,000
common shares of the Company in connection with the acquisition of the remaining
49% interest in the Mina Real Project previously announced on October 19, 2006.
Subject to TSXV receipt of satisfactory results from the background search on
Dr. Alfredo Parra, the transaction is scheduled to close on December 1, 2006.
The Company also wishes to announce a non-brokered private placement of 700,000
units, at $1.15 per unit, with each unit consisting of one share and a full
warrant. Each warrant will be exercisable at $1.40 for a term of two years and
will contain a forced conversion provision which comes into effect after June
30, 2007 should the shares trade in excess of $2.30 per share for 45 consecutive
trading days. The private placement is subject to regulatory approval. In
addition, three associated institutional investors have voluntarily exercised
900,000 warrants at $1.15 and agreed to subscribe to 300,000 Units of the
aforenoted private placement.
Upon closing of the acquisition and the private placement, the Company will have
25,421,735 common shares outstanding. The largest single shareholder of the
Company will be Dr. Alfredo Parra, the President of Mina Real Mexico and founder
of the Mina Real Project, who will own 13.7% of the outstanding common shares of
the Company.
"WE ARE EXTREMELY PLEASED WITH THE DEDICATION AND PROFESSIONALISM EXHIBITED BY
OUR MEXICAN BASED MANAGEMENT TEAM HEADED BY DR. PARRA IN BRINGING THIS PROJECT
TO ITS CURRENT STATUS IN SUCH A SHORT PERIOD OF TIME. NOTWITHSTANDING THE
ABNORMALLY HEAVY AND EXTENDED RAINY SEASON EXPERIENCED FROM JULY TO MID-OCTOBER,
THE CONSTRUCTION OF THE CONVENTIONAL MILLING FACILITY AND RELATED INFRASTRUCTURE
IS NEARING COMPLETION WITH START-UP EXPECTED TO TAKE PLACE IN DECEMBER 2006. THE
FIRST SMELTER REVENUES ARE EXPECTED TO BE RECEIVED WITHIN THREE WEEKS OF
COMMENCEMENT OF MILLING OPERATIONS UNDER AN ARRANGEMENT REACHED WITH A LOCAL
SMELTER FACILITY,.
THE COMPANY'S STRATEGY IS TO UTILIZE THE CASH FLOW FROM MINING AND MILLING
OPERATIONS TO EXTEND ITS KNOWLEDGE OF OVER 6 KILOMETERS OF IDENTIFIED
MINERALIZED STRUCTURES ON THE MINA REAL PROPERTIES IN ORDER TO EXPAND INITIAL
MILLING OPERATIONS TO THE 300+ TONNES/DAY LEVEL IN A TIMELY MANNER.
CONCURRENTLY, THE COMPANY WILL BE CONCENTRATING ON THE ACQUISITION OF ADVANCED
EXPLORATION AND DEVELOPMENT 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.
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
- --------------------------------
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.