Rochester Closes $900,000 Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 22, 2008) - Rochester Resources Ltd. (TSX VENTURE:RCT)(OTCBB:RCTFF)(FRANKFURT:R5I): Mr. Nick DeMare, Chairman, is pleased to announce that Rochester Resources Ltd. (the "Company") has closed a brokered private placement (the "Private Placement") raising gross proceeds of $900,000 to the Company by issuing an aggregate of 2,000,000 units (each a "Unit") at a purchase price of $0.45 per Unit, a reduced purchase price from that which was previously announced by the Company. Each Unit consists of one common share of the Company and one-half of one transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one additional common share of the Company for a period of 24 months from the closing of the Private Placement at an exercise price of $0.75 per share.
Canaccord Capital Corporation ("Canaccord") acted as the agent under the Private Placement and was paid a cash commission equal to 8% of the gross proceeds raised under the Private Placement. Canaccord also received non-transferable common share purchase warrants (each an "Agent's Warrant") in a number equal to 8% of the Units sold under the Private Placement. Each whole Agent's Warrant is exercisable into one additional common share of the Company for a period of 24 months from the closing of the Private Placement at an exercise price of $0.45 per share, a reduced exercise price from that which was previously announced by the Company.
1,558,000 common shares of the Company and 779,000 Warrants issued to the purchasers and 124,640 Agent's Warrants issued to Canaccord are subject to a four month hold period which expires on January 19, 2009. 442,000 common shares of the Company and 221,000 Warrants issued to the purchasers and 35,360 Agent's Warrants issued to Canaccord are subject to a four month hold period which expires on January 23, 2009.
ON BEHALF OF THE BOARD
Nick DeMare, Chairman
Forward Looking Statements
This Company Press Release may contain 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.
For more information, please contact Empire Communications Inc. Investor Information Contact (604) 484-0066 Website: www.rochesterresources.com