| ||February 21, 2006|
Rochester Arranges $720,000 Financing and Hires European Investor Relations Firm
| ||Vancouver, Canada -- Rochester Resources Ltd. (TSXV: RCT and OTCBB: RCTFF): |
The Company announces that it has entered into an agreement with Canaccord Capital Corporation ("Canaccord") whereby Canaccord will use its commercially reasonable efforts to complete an offering by way of Short Form Offering Document that will raise up to $720,000. The offering will consist of units ("Units") at a purchase price of $0.72 per Unit. Each Unit will consist of one common share and one Warrant. Each Warrant will entitle the holder to acquire one additional common share at an exercise price of $0.80 per share for a period of 24 months following the date of closing of the Offering. The Warrants will be transferable and, subject to evidence of satisfactory distribution in accordance with the rules of the TSX Venture Exchange, will be listed and posted for trading on the Exchange.
Canaccord will receive a cash commission equal to 10% of the gross proceeds of the sale of Units, 25,000 common shares as a corporate finance fee, agent's warrants entitling Canaccord to subscribe for that number of common shares that is equal to 10% of the aggregate number of Units sold in the Offering at an exercise price of $0.80 per common share for a period of 24 months following the closing of the Offering, and an administration fee of $7,500 payable in cash. This transaction is subject to regulatory approval of the TSX Venture Exchange. This offering will be completed by a short form offering document in accordance with policy 4.6 of the TSX Venture Exchange. The net proceeds received by the Company will be used to fund on-going work programs on the Company's Mina Real Property, to fund new property investigations and acquisitions, and for general working capital purposes.
The Company has also retained Accent Marketing Ltd. ("Accent") as its European investor relations representative. The investor relations program will focus on shareholder communications, corporate development and building the Company an active following of investment professionals in Europe. Accent will introduce the Company to European investment clubs, investment advisors, institutional investors, analysts and private investors. Accent will assist the Company in listing on the Frankfurt Stock Exchange. With offices in England and Germany, Accent has provided investor relations service to over 25 companies whose shares trade on the Nasdaq, Amex, TSX and TSX Venture Exchange. Accent, which is arm's length to the Company, has been retained for an initial term of 6 months and, thereafter, on a month to month basis. Its remuneration will be a monthly fee of Euros €4,500 per month plus a stock option to purchase 150,000 shares at $0.80 per share for a period of three years.
ON BEHALF OF THE BOARD
Douglas Good, President & CEO
Investor information contact:
Tel: (604) 484-6614
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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