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 30, 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 30, 2009
ROCHESTER CLOSES FIRST TRANCHE OF $2.5 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 the first tranche of a
private placement announced on February 4, 2009, as amended March 4 and March 6,
2009, for gross proceeds of $541,950 to the Company, by issuing an aggregate of
2,709,750 units, each comprising one common share and one-half of a share
purchase warrant, at a purchase price of $0.20 per unit. Each whole warrant
entitles the holder to purchase an additional common share of the Company at
$0.30 per share until September 13, 2010. The Company paid a finder's fee of
$43,356 cash and 270,975 warrants, with each warrant entitling the holder to
purchase one common share of the Company at a price of $0.20 per share until
September 13, 2010.
All of the shares and warrants issued are subject to a hold period which expires
July 14, 2009.
ON BEHALF OF THE BOARD Investor information contact:
Empire Communications Inc.
/s/ NICK DEMARE Tel: 604-484-0066
- --------------------- Website: www.rochesterresources.com
Nick DeMare, Chairman
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.