RCT Rochester Resources Ltd

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


Rochester Resources Ltd. ("Rochester" or the "Company") (TSX
VENTURE:RCT)(OTCBB:RCTFF)(FRANKFURT:R5I) is pleased to announce that it has
engaged BMO Capital Markets and GMP Securities L.P. to act as agents for a
private placement of approximately C$11.5 million of units (each, a "Unit"),
each Unit consisting of one common share of the Company and one half of one
common share purchase warrant (each whole warrant, a "Warrant"). The purchase
price of the Units and the exercise price and exercise period of the Warrants
will be determined in the context of the markets. The net proceeds of the
private placement will be used to fund exploration and development activities on
the Company's precious metals properties in Mexico and for general corporate
purposes.


The Units will be offered in all provinces of Canada by way of a private
placement pursuant to applicable prospectus exemptions, and may be offered to
U.S. purchasers on a private placement basis pursuant to an exemption from the
registration requirements in Rule 144A or Regulation D under the U.S. Securities
Act of 1933, as amended. The securities comprising the Units will be subject to
a 4 month hold period in Canada from the date of the closing of the private
placement.


Completion of the private placement is subject to customary closing condition,
including without limitation the execution of an agency agreement and the
receipt of all necessary regulatory approvals, including the approval of the TSX
Venture Exchange.


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 a proposed private placement and 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, the approval of the proposed private
placement by the TSX Venture Exchange, 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.




Capitalization Report for Rochester Resources Ltd.
Shares Issued: 53399811
Shares Escrowed: 0

TSX Venture closing price for Rochester Resources Ltd.
Date: 2009/09/30
Closing Price: 0.17

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