Rochester Resources Ltd.
OTC Bulletin Board : RCTFF

Rochester Resources Ltd.

November 25, 2009 16:01 ET

Rochester Resources Raises Over $12.4 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 25, 2009) -


Rochester Resources Ltd. (TSX VENTURE:RCT)(OTCBB:RCTFF)(FRANKFURT:R5I)("Rochester" or the "Company") is pleased to announce that it has successfully closed its previously announced private placement of 76,667,000 units (each, a "Unit"), each Unit consisting of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder, on exercise, to purchase one additional common share of the Company (a "Warrant Share"), at a price of $0.20 per Warrant Share at any time until the close of business on the day which is 24 months from the date of issue of the Warrant. The Units were priced at C$0.15 per Unit for gross proceeds of C$11.5 million and are subject to a four-month hold period expiring on March 26, 2010. The offering was marketed on a best efforts basis by way of brokered private placement with BMO Capital Markets and GMP Securities L.P. (collectively, the "Agents") The Agents will receive a cash fee equivalent to 6% of gross proceeds of the brokered private placement and 4,600,020 warrants ("Broker Warrants"). Each Broker Warrant will entitle the Agents, on exercise, to purchase one additional common share of the Company (a "Broker Warrant Share"), at a price of $0.15 per Broker Warrant Share at any time until the close of business on the day which is 36 months from the date of issue of the Broker Warrant.

In addition, the Company has arranged a non-brokered private placement of 6,192,960 Units on identical terms to the brokered private placement for gross proceeds of $0.9 million.

All securities issued in conjunction with this financing have a hold period expiring on March 26, 2010.

The total gross proceeds raised from the brokered and non-brokered private placements are $12.4 million. The net proceeds of the brokered and non-brokered private placements will be used to fund exploration and development activities on the Company's precious metals properties in Mexico and for general corporate purposes.


Eduardo Luna, President and CEO

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 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. 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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