SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 9, 2006
GOLDEN RIVER RESOURCES CORPORATION
(Exact Name of Company as Specified in Charter)
(formerly known as Bay Resources Ltd.)
Delaware 0-16097 98-007697
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(State or Other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Level 8, 580 St Kilda Road, Melbourne, Victoria Australia 3004
(Address of Principal Executive Offices) (Zip Code)
Company's telephone number 61-3-8532-2860
Company's facsimile number 61-3-8532-2805
Company's email address goldenriverresources@axisc.com.au
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Company's website address www.goldenriverresources.com
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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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[_] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective as of June 9, 2006, Golden River Resources Corporation, a Delaware
corporation (the "Company"), entered into a Subscription Agreement with RAB
Special Situations Fund (Master) Limited ("RAB") pursuant to which the Company
issued to RAB in a private placement transaction (the "Private Placement") for
an aggregate purchase price of US$1,542,000: (i)10,000,000 special warrants (the
"Special Warrants"), each of which is exercisable at any time to acquire,
without additional consideration, one (1) share (the "Special Warrant Shares")
of Common Stock, US$0.001 par value ("Common Stock"), of the Company, and (ii)
warrants (the "Warrants") for the purchase of 20,000,000 shares of Common Stock,
US$0.001 par value (the "Warrant Shares"), at an exercise price of US$0.1542 to
be exercisable until April 30, 2011.
The Company has agreed to prepare and file with the Securities and Exchange
Commission a registration statement covering the resale of the shares of Common
Stock issuable upon exercise of the Special Warrants and the Warrants.
The Company intends to utilize the net proceeds of the Private Placement to
conduct exploration activities for gold on the mining and exploration properties
of Tahera Corporation and on the Company's tenements in the Committee Bay
Greenstone Belt, of Northern Canada and for general corporate and administrative
purposes. The Company has an agreement with Tahera to explore for gold on
Tahera's extensive properties on the Slave Craton in northern Canada.
The descriptions of the Subscription Agreement, Special Warrants and Warrants
that are contained in this Form 8-K are qualified in their entirety to the text
of the actual agreements that are filed as exhibits hereto.
ITEM 3.02: UNREGISTERED SALES OF EQUITY SECURITIES
The description of the Private Placement set forth above is hereby incorporated
herein by this reference.
The securities that are being issued pursuant to the Private Placement
(including the shares of Common Stock issuable upon exercise of the Special
Warrants and the Warrants) 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.
ITEM 9.01: FINANCIAL STATEMENT AND EXHIBITS
(C)
99.1: Press Release dated June 15, 2006
99.2 Subscription Agreement
99.3 Special Warrant
99.4 Warrant
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: Peter Lee
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Peter Lee
Director, Secretary and
Chief Financial Officer
Dated: June 15, 2006