Rochester Resources Ltd.
OTC Bulletin Board : RCTFF

Rochester Resources Ltd.

May 03, 2007 09:00 ET

Rochester Announces $2.94 Million Capital Raise

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - May 3, 2007) - Rochester Resources Ltd. (TSX VENTURE:RCT)(OTCBB:RCTFF)(FRANKFURT:R5I): The board of directors is pleased to advise that three funds managed by Burlingame Asset Management, LLC based in San Francisco, CA, have exercised 1,036,900 warrants at an exercise price of $1.15 and agreed to purchase 700,000 units (the "Units") in a non-brokered private placement at a purchase price of $2.50 per Unit. Each Unit consists of one common share and one transferable common share purchase warrant exercisable into an additional common share at an exercise price of $2.75 per share for a period of 18 months following closing. The common shares and the warrants are subject to a four month hold period. No finders fees are payable on the transaction. The private placement is subject to regulatory approval.

Upon closing of the private placement, the three Burlingame funds will collectively own 17% of the outstanding shares of the Company and 1,075,000 warrants which, upon exercise, would increase their combined share position to 19.87%.

Rochester represents a pure-play into the exploration and development of gold and silver properties located in Mexico. Its 100% owned Mina Real Mine located in the state of Nayarit, Mexico, is currently in the process of mill commissioning. Key operating personnel are highly skilled and credentialed Mexican citizens with the ability to identify and negotiate the acquisition of other advanced exploration and development properties in the region. Operating management has strong support from an active board of consulting directors with extensive experience in mining, milling and exploration.


Alfredo P. Davila, President & CEO

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. 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.

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