Rochester Resources Ltd.
TSX VENTURE : RCT
OTC Bulletin Board : RCTFF
FRANKFURT : R5I

Rochester Resources Ltd.

October 01, 2009 09:03 ET

Rochester Resources Announces Engagement of BMO Capital Markets and GMP Securities for Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 1, 2009) -  

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Rochester Resources Ltd. ("Rochester" or the "Company") (TSX VENTURE:RCT)(OTCBB:RCTFF)(FRANKFURT:R5I) is pleased to announce that it has engaged BMO Capital Markets and GMP Securities L.P. to act as agents for a private placement of approximately C$11.5 million of units (each, a "Unit"), each Unit consisting of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). The purchase price of the Units and the exercise price and exercise period of the Warrants will be determined in the context of the markets. The net proceeds of the private placement will be used to fund exploration and development activities on the Company's precious metals properties in Mexico and for general corporate purposes.

The Units will be offered in all provinces of Canada by way of a private placement pursuant to applicable prospectus exemptions, and may be offered to U.S. purchasers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Regulation D under the U.S. Securities Act of 1933, as amended. The securities comprising the Units will be subject to a 4 month hold period in Canada from the date of the closing of the private placement.

Completion of the private placement is subject to customary closing condition, including without limitation the execution of an agency agreement and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

About Rochester Resources Ltd.

Rochester represents a pure-play in the exploration and development 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. Current production generates growing cash flow and helps fund our ongoing exploration and development with minimum share dilution. 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, and strong financial backing to implement and advance our work programs.

Forward Looking Statements

This Company Press Release contains certain "forward-looking" statements and information relating to a proposed private placement and 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, the approval of the proposed private placement by the TSX Venture Exchange, 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.

Capitalization Report for Rochester Resources Ltd.
Shares Issued: 53399811
Shares Escrowed: 0

TSX Venture closing price for Rochester Resources Ltd.
Date: 2009/09/30
Closing Price: 0.17

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information