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 SEPTEMBER, 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: September 22, 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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WS RELEASE SEPTEMBER 22, 2008
ROCHESTER CLOSES $900,000 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 a brokered private placement
(the "Private Placement") raising gross proceeds of $900,000 to the Company by
issuing an aggregate of 2,000,000 units (each a "Unit") at a purchase price of
$0.45 per Unit, a reduced purchase price from that which was previously
announced by the Company. Each Unit consists of one common share of the Company
and one-half of one transferable common share purchase warrant (each whole
warrant, a "Warrant"). Each Warrant is exercisable into one additional common
share of the Company for a period of 24 months from the closing of the Private
Placement at an exercise price of $0.75 per share.
Canaccord Capital Corporation ("Canaccord") acted as the agent under the Private
Placement and was paid a cash commission equal to 8% of the gross proceeds
raised under the Private Placement. Canaccord also received non-transferable
common share purchase warrants (each an "Agent's Warrant") in a number equal to
8% of the Units sold under the Private Placement. Each whole Agent's Warrant is
exercisable into one additional common share of the Company for a period of 24
months from the closing of the Private Placement at an exercise price of $0.45
per share, a reduced exercise price from that which was previously announced by
the Company.
1,558,000 common shares of the Company and 779,000 Warrants issued to the
purchasers and 124,640 Agent's Warrants issued to Canaccord are subject to a
four month hold period which expires on January 19, 2009. 442,000 common shares
of the Company and 221,000 Warrants issued to the purchasers and 35,360 Agent's
Warrants issued to Canaccord are subject to a four month hold period which
expires on January 23, 2009.
ON BEHALF OF THE BOARD INVESTOR INFORMATION CONTACT:
/s/ Nick DeMare Empire Communications Inc.
- ---------------------- Tel: 604-484-0068
Nick DeMare, Email: info@rochesterresourcesltd.com
Chairman Website: www.rochesterresourcesltd.com
FORWARD LOOKING STATEMENTS
This Company Press Release may contain 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.