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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2010
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GOLDEN RIVER RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-16097 98-007697
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Level 8, 580 St Kilda Road, Melbourne, Victoria Australia 3004
(Address of Principal Executive Office) (Zip Code)
61-3-8532-2860
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01: Entry into a Material Definitive Agreement
Private Placement of Shares of Common Stock
Effective July 14, 2010, the Company and Northern Capital Resources Corp
("NCRC") closed a private placement by the issue of 14,275,800 shares of common
stock at a purchase price of US$0.10 per share for aggregate proceeds of
US$1,427,580. The proceeds were utilized to subscribe for shares in Acadian
Mining Corporation ("Acadian"). The Private Placement was made to and was
affected pursuant to the terms of a Subscription Agreement dated July 14, 2010.
Further Investment in Acadian Mining Corporation
Effective July 16, 2010, the Company closed a private placement in Acadian
by the subscription for 49,233,866 common shares at an issue price of CDN$0.03
per share for a total cost of CDN$1,477,015.98.
Following the subscription, the Company owns 387,345,200 common shares of
Acadian representing 71.5% of the issued and outstanding shares of Acadian.
Item 3.02: Unregistered Sales of Equity Securities
The description of the Private Placement to NCRC set forth above is hereby
incorporated herein by reference to the Form 8-K filed on July 14, 2010. The
securities that are being issued pursuant to this Private Placement are being
issued in reliance upon an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act") under section 4(2) of the Act and
under Regulation S and D promulgated under the Act.
Item 9.01: Financial Statements and Exhibits
99.1 Subscription Agreement with Northern Capital Resources Corp dated
July 14, 2010.
99.2 Letter Subscription Agreement with Acadian Mining Corporation dated
July 6, 2010.
99.3 Press Release by the Company dated July 16, 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLDEN RIVER RESOURCES CORPORATION (Company)
By:
/s/ Peter Lee
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Peter Lee
Secretary
Dated: July 22, 2010