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 FEBRUARY, 2007.
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: February 12, 2007 /s/ Douglas Good
----------------------------- -------------------------------------
Doug Good,
Chairman
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 FEBRUARY 12, 2007
ROCHESTER CLOSES $2.22 MILLION PRIVATE PLACEMENT
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT; OTCBB: RCTFF AND
FRANKFURT: R5I): Mr. Douglas Good, Chairman, is pleased to announce that the
Company has closed both the $277,500 non-brokered private placement and a
$1,942,500 brokered private placement (the "Private Placements") by issuing an
aggregate of 1,200,000 units (the "Units") at a purchase price of $1.85 per Unit
as previously announced on January 22, 2007. Each Unit consisted of one common
share and one-half of one transferable common share purchase warrant exercisable
into an additional common share for a period of one year, at an exercise price
of $2.25 per share. The common shares and the warrants are subject to a four
month hold period which expires on June 3, 2007 for the Units issued under the
non-brokered private placement expires and on June 13, 2007 for the Units issued
under the brokered private placement. Canaccord Capital Corporation acted as the
agent under the brokered private placement and was paid a cash fee of $155,400
equal to 8% of the amount raised on the brokered portion and an administration
fee of $10,000. No finders fees were payable on the non-brokered portion of the
private placement which was subscribed to by three associated funds.
Rochester is a junior mining company with 100% ownership of a 7,358 hectare
high-grade gold/silver concession in the State of Nayarit, Mexico. During 2006
the Company constructed a 200 tonnes/day conventional milling operation and
related infrastructure and completed over 1,500 metres of mine development. By
the end of 2006 approximately 17,000 tonnes of mineralized material had been
stockpiled in preparation for the commencement of milling operations, which
began in early January of 2007. The modular design of the mill allows for the
efficient increase in mill capacity at minimal marginal cost to accommodate
future increases in mining capacity.
ON BEHALF OF THE BOARD INVESTOR INFORMATION CONTACT:
/s/ DOUGLAS F. GOOD Empire Communications Inc.
- ------------------------- Tel: 1-866-841-0068
Douglas F. Good, Chairman 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.