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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): March 31, 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 March 31, 2010, the Company and Northern Capital Resources
Corp ("NCRC") closed the third tranche of the private placement by the issue of
49,036,800 shares of common stock at a purchase price of US$0.10 per share for
aggregate proceeds of US$4,903,680. The proceeds were utilized to repay loans to
NCRC, which had been used to make the final subscription for shares in Acadian
Mining Corporation ("Acadian") in October 2009 and to make advances to Acadian.
The Private Placement was made to and was affected pursuant to the terms of a
Subscription Agreement dated September 3, 2009 that was filed on Form 8-K on
September 3, 2009, as amended.
For more information regarding the Company's investment in Acadian, please
see the Company's Current Reports on Form 8-K filed March 20, 2009 and June 10,
2009, which is incorporated herein by reference. The Company's current holding
in Acadian is 68.7% of the issued and outstanding shares of Acadian.
Item 3.02: Unregistered Sales of Equity Securities
The description of the Private Placement set forth above is hereby
incorporated herein by reference to the Form 8-K filed on March 31, 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.
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: April 8, 201
