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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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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 17, 2009
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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 2.01: Completion of Acquisition or Disposition of Assets
On June 10, 2009, Golden River Resources Corporation (the "Company")
closed the second tranche of the offering by Acadian Mining Corporation
("Acadian") pursuant to the terms of the previously announced Subscription
Agreements dated March 31, 2009 and by and among the Company and Acadian. As a
result of the closing, the Company holds a19.9% equity interest in Acadian.
On June 10, 2009, the Company filed a Current Report on Form 8-K (the
"Current Report") to report the completion of the second tranche of the offering
by Acadian. The sole purpose of this Amendment No. 1 to the Current Report is to
file the financial statements and pro forma information required by Item 9.01.
Item 9.01: Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The following historical consolidated audited financial statements of
Acadian are attached hereto as Exhibit 99.1 and incorporated herein by
reference:
o Independent Auditors' Report
o Consolidated Balance Sheets as of December 31, 2008 and December 31,
2007
o Consolidated Statements of Loss and Comprehensive Loss and Statement
of Deficit for each of the two years ended December 31, 2008
o Consolidated Statements of Cash Flows for each of the two years ended
December 31, 2008
o Notes to Consolidated Financial Statements
The following historical consolidated interim unaudited financial
statements of Acadian are attached hereto as Exhibit 99.2 and incorporated
herein by reference:
o Consolidated Balance Sheet as of March 31, 2009
o Consolidated Statements of Operations and Deficit for each of the
three months ended March 31, 2009 and March 31, 2008
o Consolidated Statements of Cash Flows for each of the three months
ended March 31, 2009 and March 31, 2008
o Notes to Consolidated Financial Statements
(b) Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information for the
Company is attached hereto as Exhibit 99.3 and incorporated herein by reference:
o Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2009
o Unaudited Pro Forma Consolidated Statement of Operations for the
year ended June 30, 2008 and the nine months ended March 31, 2009
o Notes to Unaudited Pro Forma Consolidated Financial Statements
(c) Exhibits
2.1 Subscription Agreement dated March 31, 2009 between Golden River
Resources Corporation and Acadian Mining Corporation. (Previously filed)
2.2 Subscription Agreement dated July 9, 2009 between Golden River Resources
Corporation and Acadian Mining Corporation.
99.1 Financial Statements listed in Item 9.01(a)
99.2 Financial Statements listed in Item 9.01(a)
99.3 Unaudited Pro Forma Financial Information listed in Item 9.01(b)
EXHIBIT INDEX
Exhibit Number Description
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2.1 Subscription Agreement dated March 31, 2009 between
Golden River Resources Corporation and Acadian Mining
Corporation (Previously filed)
2.2 Subscription Agreement dated July 9, 2009 between
Golden River Resources Corporation and Acadian
Mining Corporation
99.1 Financial Statements listed in Item 9.01(a)
99.2 Financial Statements listed in Item 9.01(a)
99.3 Unaudited Pro Forma Financial Information listed in
Item 9.01(b)
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: August 5, 2009