This is the financing used ( they had the remaining 1.5 $ million in cash) to purchase the 100 percent option for San Francisco.
ROCHESTER CLOSES $950,000 CONVERTIBLE DEBENTURE FINANCING
Vancouver, British Columbia – June 3, 2013 – Rochester Resources Ltd. (the "Company") (TSXV: RCT and Frankfurt: R5I) is pleased to announce that on May 31, 2013 it closed its previously announced $950,000 secured convertible debenture (each a "Debenture") non-brokered private placement (the "Financing"). The Debentures have a maturity date of December 31, 2014 (the "Maturity Date"). In connection with the Financing, the Company also issued common share purchase warrants of the Company (the "Warrants") to the lenders entitling them to purchase up to 4,750,000 common shares in the capital of the Company at an exercise price of $0.10 per common share until the Maturity Date.
The Debentures are subject to a monthly interest charge commencing on October 23, 2012 (which is the date that the funds were advanced to the Company pursuant to the Financing) equivalent to $12.67 multiplied by the greater of: (a) the monthly production of mineralized material from the Company’s San Francisco project, and (b) the average monthly production of mineralized material from the San Francisco project; provided, however, that the Debentures have a minimum monthly payment of $5,067 per month and a maximum payment of $15,833 per month (per $950,000 principal amount of Debentures). Subject to regulatory approval, the Company has the option of paying such interest in cash or common shares in the capital of the Company at an issue price equal to the market price (as defined in the policies of the TSX Venture Exchange) at the time of the issuance of such common shares.
Pursuant to the terms of the Debentures, and subject to adjustment, the lenders may convert all or any portion of the principal amount outstanding under the Debentures into common shares in the capital of the Company at any time prior to the Maturity Date at a conversion price of $0.10 per common share. The lenders will also have the right to convert all or any portion of the accrued interest on the Debentures into common shares in the capital of the Company at the market price (as defined in the policies of the TSX Venture Exchange) of the Company’s common shares at the time of conversion.
At any time prior to the Maturity Date, the Company may, at its option, repay all or any part of the principal amount outstanding under the Debentures, without bonus or penalty, subject to the requirement that the Company give notice to the lenders entitling the lenders to exercise their right of conversion within days of receipt of such notice of redemption.
The Debentures are subject to a general security agreement over all assets of the Company.
The Debentures, the Warrants and all common shares issued on conversion or exercise thereof are subject to a hold period expiring on October 1, 2013.
ON BEHALF OF THE BOARD
Eduardo Luna President and CEO