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, 2007.
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 04, 2007 /s/ Nick DeMare
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Nick DeMare,
Chairman
ROCHESTER RESOURCES LTD.
#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6C 3V7
Phone: (604) 685-9316 Fax: (604) 683-1585
TSXV: RCT OTCBB: RCTFF Frankfurt: R5I
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NEWS RELEASE OCTOBER 4, 2007
ROCHESTER ANNOUNCES $3.5 MILLION FINANCING
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT; OTCBB: RCTFF AND
FRANKFURT: R5I): The Board of Directors of Rochester Resources Ltd. (the
"Company") is pleased to announce a private placement of up to 1,750,000 units,
at a purchase price of $2.00 per unit, with each unit consisting of one common
share of the Company and one-half of one transferable common share purchase
warrant (a "Warrant"). Each whole Warrant will entitle the holder to purchase an
additional common share of the Company at an exercise price of $2.25 per share
for a period of 18 months from the closing of the private placement. Canaccord
Capital Corporation ("Canaccord") has been retained as agent and is being paid a
fee of 7.5% of gross proceeds raised, payable in cash or in units at the option
of the agent. Canaccord will also receive non-transferable common share purchase
warrants (the "Agent's Warrants") equal to 7.5% of the units sold under the
private placement. Each Agent's Warrant will be exercisable for one common share
of the Company at an exercise price of $2.00 per share for a period of 18 months
from the closing of the private placement. In accordance with securities
legislation currently in effect, the securities issued pursuant to the private
placement will have a restricted "hold" period of four months from the date of
closing of the private placement.
ON BEHALF OF THE BOARD Investor information contact:
/s/ Dr. Alfredo Parra Empire Communications Inc.
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Dr. Alfredo Parra, Email: info@rochesterresourcesltd.com
President and CEO 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.