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 AUGUST, 2008.
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: August 25, 2008 /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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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
NEWS RELEASE AUGUST 25, 2008
ROCHESTER RESOURCES REPORTS ON GOLD AND SILVER RECOVERY CIRCUIT,
ARRANGES US $940,000 BOARD OF DIRECTOR LOAN AT 30 % PREMIUM TO MARKET,
AND ARRANGES FOR CDN $1M PRIVATE PLACEMENT
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT; OTCBB: RCTFF AND FSE:
R5I) (the "Company") is pleased to announce that testing has been completed by
representatives of the Falcon centrifugal gravimetric concentrator (the
"Falcon") at the Mina Real milling facility. After a series of tests, results
were considered positive. Currently, gold recoveries are 92% and silver
recoveries remain in the 40+% range. The Falcon system recovered up to 70% of
the 8% of the gold not currently being recovered and increased total silver
recoveries by up to 40%. At an industrial production level it is anticipated
that total gold recovery rates will be in the 95-97% range, and silver
recoveries will be in the 70-80% range. The Company will integrate the FALCON
into the mill over the next 10 days and anticipate it to be fully operational by
the first week of October, 2008; this significant milestone will increase
recoveries from milling operations and contribute to reducing operating costs
per ounce produced. Dr. Alfredo Parra, the Company's President, commented, "The
results received from the FALCON were very welcome in that the final outcome met
our expectations after a thorough and extensive review of several potential
recovery processes. We view the implementation of the FALCON as an integral step
before increasing production levels to 300 tpd and we believe this to currently
be the best alternative for achieving our goal of increased gold and silver
recoveries. Plant infrastructure is now in place for the upgrade to 300 tpd,
operational processes are being refined, and we are building towards a mine plan
that will position the Company for long-term sustainable mining at increased
production levels from the current levels we are producing today.
Secondly, all board of director members have committed to participate to loan
the company US $940,000 dollars by way of unsecured convertible debentures with
a conversion price of $0.75 per unit (each a "Unit"). The board of directors'
believes the Company is significantly undervalued and has therefore set the
conversion price at a premium to today's market price to demonstrate its
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commitment to the Company, the project and most importantly to its shareholders.
The cash infusion will assist the Company to continue working towards a business
model based on strong positive cash flow that will be re-invested from
production back into exploration and development work. The maturity date of the
debentures will be December 31, 2010 and the debentures will bear interest at a
rate of 1% per month. The debentures are convertible at the election of the
holders' into Units with each Unit being comprised of one common share of the
Company and one-half of one common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to purchase one
additional common share of the Company at an exercise price of $0.75 per share
until December 31, 2010.
Thirdly, the Company has also engaged Canaccord Capital Corporation
("Canaccord") to act as agent to sell, on a best-efforts basis, by way of a
private placement (the "Private Placement"), up to 2,000,000 units (each a "PP
Unit") at a purchase price of $0.50 per PP Unit for gross proceeds to the
Company of up to CDN $1,000,000. Each PP Unit will be comprised of one common
share of the Company and one-half of one common share purchase warrant (each
whole warrant, a "PP Warrant"). Each PP Warrant will entitle the holder thereof
to purchase one additional common share of the Company for a period of 24 months
from the closing of the Private Placement (the "Closing") at an exercise price
of $0.75 per share. Upon the Closing, the Company will pay Canaccord a
commission of 8% of the gross proceeds raised under the Private Placement,
payable in cash or in units the same terms as the PP Units sold under the
Private Placement, except that the common share purchase warrants comprising
part of the units issued to Canaccord will not be transferable. The Agents will
also be paid Agents Warrants equal to 8% of the securities sold under the
Offering; each Agents Warrant shall be excersiable for a period of 24 months at
the offering price. Proceeds of the financing will be used to continue
exploration and development activities on the Company's Florida 4 vein systems
on its Mina Real property with the goal of building a long-term mine plan at
sustained higher production levels. Funds from the Private Placement will also
be allocated to increased costs recently incurred at the Mina Real mill site,
and for general working capital.
Dr. Alfredo Parra said, "These additional funds will assist us in expanding and
accelerating our development work program at the Florida 4 vein system and to
pay for the new upgraded requirements to the tailings area of the project. This
unexpected and significant additional cost to upgrade our tailings area was just
recently required by the regulatory authority, SEMARNAT and may require
additional funds in the coming months. We anticipate the increase and
acceleration of development work at Florida 4 will allow the Company to produce
the required tonnage to increase production levels to 300 tpd while
simultaneously maintaining accurate grade control. We expect that the increase
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to 300 tpd combined with accelerated development of the Florida 4 vein system
and other areas will generate positive cash flow. This cash flow can then be
reinvested into further exploration and development work at the Company's Mina
Real and Santa Fe properties allowing the Company to fully develop the potential
of it projects, and continue its business plan of increasing production levels
beyond current and planned levels."
Dr. Parra is currently the Company's in-house Qualified Person, within the
meaning of National Instrument 43-101, and has reviewed the contents of this
press release for its accuracy.
ABOUT ROCHESTER RESOURCES LTD.:
Rochester represents a pure-play in the exploration, development and production
of high-grade gold and silver properties located in Nayarit, Mexico. The Company
is a niche player in Mexico which has assembled an attractive portfolio of
properties in the Sierra Madre Occidental Range. This is the largest epithermal
precious metal region in the world, hosting the majority of Mexico's large
tonnage gold and silver deposits.
Rochester is well positioned to advance its projects and can very quickly become
a significant player in Mexico. Rochester has a strong senior management team
based in Mexico, and a workforce in place to advance its projects through to
mine development.
ON BEHALF OF THE BOARD INVESTOR INFORMATION CONTACT:
/s/ DR. ALFREDO PARRA Empire Communications Inc.
- ---------------------- Tel: 604-484-0068
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. In addition, the
Company has not conducted an independent feasibility study on the Mina Real
project which may increase the risk that the planned operations are not
economically viable. 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.