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

Rochester Resources Ltd.

August 01, 2006 13:54 ET

Rochester Closes $1.8 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 1, 2006) - Rochester Resources Ltd. (TSX VENTURE:RCT)(OTCBB:RCTFF)(FWB:R5I) -

Mr. Douglas Good, President, is pleased to announce that the Company has closed the $1.8 million non-brokered private placement (the "Private Placement") of 2,000,000 units (the "Units") at a purchase price of $0.90 per Unit announced on July 26, 2006. Each Unit consisted of one common share and one transferable common share purchase warrant exercisable into an additional common share for a period of two years, at an exercise price of $1.15 in the first year and thereafter, at an exercise price of $1.30, subject to acceleration in certain circumstances. The common shares and the warrants are subject to a four month hold period which expires on November 29, 2006. No finders fees were payable on the transaction.

Rochester has earned a 40% interest in a 3,400 hectare advanced stage gold/silver project in Nayarit, Mexico (the "Mina Real Project"), which is scheduled to commence commercial mining and milling operations in November of 2006. The mill, which is currently under construction, is being financed by Rochester and will have a design capacity of 300 tonnes/day, with initial start-up capacity contemplated at 200 tonnes/day. A further 11% interest can be earned on payment of US$900,000 in the form of option payments. Negotiations are continuing with the Company's joint venture partner for acquisition of the remaining 49% interest in the Mina Real Project.

Rochester's strategic objective is to acquire gold/silver properties located in Mexico with the indicated potential for near-term production in the range of 200-500 tonnes/day and good exploration potential for the generation of a significant resource base. To date, exploration work has identified over 3 kilometers of quartz gold-silver vein structure and approximately two kilometers of development mining has been completed on the Mina Real Property. The vein structures appear to have a vertical continuity of over 250 meters, as observed from surface outcrop to the bottom lowermost developed adit of current workings. Based on average head grades of 8.3 grams/tonne of gold and 165 grams/tonne of silver experienced in the bulk samples mined in mid-2005, management believes this strategic property has excellent potential to produce a significant long-term revenue stream which would set the stage for the acquisition and development of a series of similar size mining and milling operations in the region.

ON BEHALF OF THE BOARD

Douglas Good, 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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