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Message: Rochester Resources Raises Over $12.4 Million

Rochester Resources Raises Over $12.4 Million

posted on Nov 25, 2009 06:42PM
November 25, 2009
Rochester Resources Raises Over $12.4 Million
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 25, 2009) -

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

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.

ON BEHALF OF THE BOARD

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.
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