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 25, 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 25, 2007
ROCHESTER CLOSES $4 MILLION PRIVATE PLACEMENT
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT; OTCBB: RCTFF AND
FRANKFURT: R5I): Mr. Nick DeMare, Chairman, is pleased to announce that
Rochester Resources Ltd. (the "Company") has closed both a $100,000 non-brokered
private placement and a $3,900,000 brokered private placement (the "Private
Placements") by issuing an aggregate of 2,000,000 units (the "Units") at a
purchase price of $2.00 per Unit, an increased amount from what was announced in
the Company's press release dated October 4, 2007. Each Unit consists of one
common share and one-half of one transferable common share purchase warrant
exercisable into an additional common share for a period of 18 months from the
closing of the Private Placements (the "Closing") at an exercise price of $2.25
per share.
Canaccord Capital Corporation ("Canaccord") acted as the agent under the
brokered private placement and was paid a commission equal to 7.5% of the amount
raised on the brokered portion in a combination of cash and units (the "Agent's
Units). Each Agent's Unit consists of one common share and one-half of one
non-transferable common share purchase warrant exercisable into an additional
common share for a period of 18 months from the Closing at an exercise price of
$2.25. Canaccord also received non-transferable common share purchase warrants
equal to 7.5% of the Units sold under the brokered private placement, each
warrant exercisable into an additional common share for a period of 18 months
from the Closing at an exercise price of $2.00, and a corporate finance fee
consisting of 125,000 common shares. No finders fees were payable on the
non-brokered portion of the private placement.
All of the common shares and the warrants issued to the purchasers and Canaccord
are subject to a four month hold period which expires on February 26, 2008.
ON BEHALF OF THE BOARD Investor information contact:
/s/ Nick DeMare Empire Communications Inc.
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Nick DeMare, Email: info@rochesterresourcesltd.com
Chairman 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.