Rochester Energy Corp.

December 27, 2006 15:39 ET

Rochester Energy Corp. Completes Previously Announced Private Placement of Units

CALGARY, ALBERTA--(CCNMatthews - Dec. 27, 2006) - Rochester Energy Corp. ("Rochester") is pleased to announce that on December 22, 2006 it completed a previously announced, private placement of up to 11,000,000 Units of Rochester to residents of Alberta and Saskatchewan (the "Offering"). Research Capital Corp. acted as agent for the Offering and agreed to market up to 5,000,000 Flow Through Units at a price of $0.60 per Flow Through Unit (each Flow-Through Unit is comprised of one Common Share of Rochester (issued on a "flow through" basis) and one Common Share purchase warrant (a "Warrant")) and up to 6,000,000 Common Share Units at a price of $0.50 per Common Share Unit (each Common Share Unit is comprised of one Common Share and one Common Share purchase Warrant). Each Warrant entitles the holder to purchase one Common Share of Rochester at an exercise price of $1.00 for a period of 24 months following the closing of the Offering.

The total for this closing consists of the issuance from treasury of 4,626,495 Flow Through Units of Rochester and 1,811,400 Non-Flow Through Units for aggregate gross proceeds of $3,681,597. The common shares issued under the Offering are subject to a four-month plus a day hold period from the date of closing under applicable securities legislation.

Research Capital Corp. was paid a cash commission of $294,527.76 in connection with the Offering. In addition, Research Capital Corp. and Rochester entered into an Agent's Option Agreement, granting Research Capital Corp. an option to purchase up to 369,440 units (the "Broker Units") of Rochester at a price of $0.50 per Broker Unit, each Broker Unit being comprised of one Common Share of Rochester and one common share purchase warrant (a "Broker Warrant"). Each whole Broker Warrant shall entitle the holder to acquire an additional Common Share at an exercise price of $1.00 per Common Share on or before the date which is 12 months following the listing of the Common Shares on the Toronto Stock Exchange, the TSX Venture Exchange or the CNQ.

The proceeds from the offering will be used to provide working capital for Rochester's oil and gas property acquisition program.

Following this issuance, Rochester has 19,777,041 common shares issued and outstanding.

Rochester is a junior oil and gas company with its head office in Calgary, Alberta and is a reporting issuer in Alberta, British Columbia and Ontario. Rochester's primary focus is the acquisition of oil and gas properties in Western Canada in an effort to regain financial stability.

Shares of Rochester are not posted for trading on any stock exchange (Rochester's shares were previously, but are no longer, listed for trading on the Toronto Stock Exchange under the symbol ROH). Rochester's shares are currently subject to cease trade orders in British Columbia and Ontario.

Contact Information

  • Rochester Energy Corp.
    Troy Mochoruk
    Chief Executive Officer
    (403) 618-8989
    Email: tdmochoruk@shaw.ca