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 December, 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: December 12, 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
December 12, 2006
3. PRESS RELEASE
The press release was released on December 12, 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
December 22, 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 DECEMBER 12, 2006
ROCHESTER CLOSES ACQUISITION OF REMAINING 49% INTEREST IN MINA REAL PROJECT
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (THE "COMPANY") (TSXV: RCT; OTCBB:
RCTFF AND FRANKFURT: R5I): The Board of Directors is pleased to announce the
closing of the acquisition by the Company of the remaining 49% interest in the
Mina Real Project previously announced on October 19, 2006 by way of acquisition
of all of the issued shares of ALB Holdings Inc. ("ALB"). The sole asset of ALB
is the 49% equity interest in Mina Real Mexico SA de CV ("Mina Real Mexico").
The Company has issued 10,500,000 common shares to the shareholders of ALB in
connection with the acquisition. These shares are subject to a four-month hold
period expiring April 2, 2007.
In addition, the Company has completed the non-brokered private placement
announced on November 30, 2006 for the revised amount of 700,456 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 shares and the warrants are subject to a four-month hold period expiring on
April 12, 2007. Three associated institutional investors subscribed to 300,000
Units of the aforenoted private placement which brings their combined holding to
3,196,500 common shares and 1,336,900 warrants which, if exercised, would
increase their common share holdings to 16.7% of the outstanding shares of the
Company.
Upon closing of the acquisition and the private placement, the Company will have
25,522,191 common shares outstanding. Dr. Alfredo Parra, the President of Mina
Real Mexico and founder of the Mina Real Project, now owns 13.2% of the
outstanding common shares of the Company. Dr. Parra, in addition to being
President of Mina Real Mexico and the Company's in-house Qualified Perrson, is a
member of the Board of Directors of the Company and a QP Member of the Mining
and Metallurgical Society of America with special expertise in Mining.
"THE CONSTRUCTION OF OUR 200 TONNES/DAY MILL AND RELATED INFRASTRUCTURE IS NOW
NEARING COMPLETION AND I EXPECT TO INITIATE START-UP PROCEDURES WITHIN THE NEXT
WEEK TO TEN DAYS. METALLURGICAL TESTS INDICATE THAT ONCE THE MILLING OPERATION
REACHES ITS DESIGN EFFICIENCY WE SHOULD ACHIEVE RECOVERY RATES IN THE AREA OF
95% FOR GOLD AND BETWEEN 60 AND 92% FOR SILVER, DEPENDING ON THE LEVEL OF
MANGANESE IN THE ORE. ONCE THE BASE MILLING OPERATIONS HAVE BEEN STABILIZED A
DESIGN ENHANCEMENT WILL BE COMPLETED THAT SHOULD STABILIZE THE RECOVERY OF
SILVER AT THE 90% LEVEL.
THE COMPANY'S STRATEGY IS TO UTILIZE THE CASH FLOW FROM MINING AND MILLING
OPERATIONS TO DEVELOP A 43-101 COMPLIANT RESOURCE RELATIVE TO THE OVER 6
KILOMETERS OF IDENTIFIED VEIN STRUCTURE ON THE MINA REAL PROPERTIES AND EXPAND
MINING AND MILLING OPERATIONS TO THE 300+ TONNES/DAY LEVEL BY MID-2007.
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 DR. ALFREDO PARRA, PRESIDENT OF MINA REAL MEXICO.
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.