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 MAY, 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: May 18, 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 MAY 18, 2007
ROCHESTER CLOSES 700,000 UNIT PRIVATE PLACEMENT AT $2.50 PER UNIT
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT; OTCBB: RCTFF AND
FRANKFURT: R5I): The board of directors is pleased to advise that it has closed
the 700,000 unit (the "Units") non-brokered private placement announced on May
3, 2007 at a purchase price of $2.50 per Unit with three non-associated funds
managed by Burlingame Asset Management, LLC based in San Francisco, CA. Each
Unit consists of one common share and one transferable common share purchase
warrant exercisable into an additional common share at an exercise price of
$2.75 per share for a period of 18 months following closing. The common shares
and the warrants are subject to a four month hold period expiring September 18,
2007. No finders fees were paid on the transaction.
In addition to this private placement, earlier this month the three Burlingame
funds exercised 1,036,900 warrants at an exercise price of $1.15 per common
share. They now collectively own 17% of the outstanding shares of the Company
and 1,075,000 warrants which, upon exercise, would increase their combined share
position to 19.8%.
Rochester represents a pure-play into the exploration and development of gold
and silver properties located in Mexico. Its 100% owned Mina Real Mine located
in the state of Nayarit, Mexico, is currently awaiting final approvals of
certain completed and proposed modifications to the milling process and
management expects to recommence commissioning of milling operations in the next
few days.
Key operating personnel are highly skilled and credentialed Mexican citizens
with the ability to identify and negotiate the acquisition of other advanced
exploration and development properties in the region. In March 2007 the Company
obtained a 70% interest in the Santa Fe gold-silver property located immediately
east of its 7200 hectare Mina Real Property. The Santa Fe property covers
approximately 3800 hectares, and previous work has identified ten zones of
epithermal veining and mineralization on the property. The Santa Fe property is
within trucking distance of the Mina Real Mill and has the potential to provide
additional mill feed to support a material increase in capacity or possibly the
development of a second mill in the area.
Operating management has strong support from an active board of consulting
directors with extensive experience in mining, milling and exploration.
ON BEHALF OF THE BOARD INVESTOR INFORMATION CONTACT:
/s/ ALFREDO P. DAVILA Empire Communications Inc.
- ----------------------------------- Tel: 1-866-841-0068
Alfredo P. Davila, Website: www.rochesterresourcesltd.com
President & CEO
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.