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 MARCH, 2009.
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: March 6, 2009 /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 MARCH 06, 2009
ROCHESTER PROVIDES FINANCING UPDATE
VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT; OTC: RCTFF AND FSE:
R5I) announces that the Company will re-price the previously announced $2.5
million non-brokered private placement announced February 04, 2009.
Under the revised terms of the offering, Rochester will issue up to 12,500,000
units at a purchase price of 20 cents per unit for gross proceeds of up to $2.5
million. Each unit will consist of one common share of the company and one-half
transferable common share purchase warrant. Each full warrant will be
exercisable into one additional common share of the company at an exercise price
of 30 cents per share for a period of 18 months from the closing of the private
placement.
This offering is expected to be closed shortly.
ON BEHALF OF THE BOARD Investor information contact:
Empire Communications Inc.
/s/ NICK DEMARE Tel: 604-484-0066
- --------------------- Email: info@rochesterresources.com
Nick DeMare, Chairman Website: www.rochesterresources.com
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, a workforce in place to advance its projects through to mine
development.
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.