================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2009
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________
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GOLDEN RIVER RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-16097 98-0079697
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Level 8, 580 St Kilda Road Melbourne, Victoria, 3004, Australia
(Address of Principal Executive Office) (Zip Code)
011 (613) 8532 2866
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
|X| Yes |_| No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).*
* The registrant has not yet been phased into the interactive data requirements
|_| Yes |_| No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer., or a smaller reporting company.
Large accelerated filer |_| Accelerated filer
Non-accelerated filer |_| Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
|X| Yes |_| No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 126,711,630
outstanding shares of Common Stock as of May 5, 2009. (Does not include
10,000,000 shares of common stock that are issuable upon exercise of Special
Warrants, without the payment of any additional consideration.)
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
|_| Yes |_| No
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Table Of Contents
PAGE NO
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PART I. FINANCIAL INFORMATION
Item 1 Financial Statements 2
Item 2 Management's Discussion and Analysis or Plan of Operations 15
Item 3 Quantitative and Qualitative Disclosure about Market Risk 17
Item 4 Controls and Procedures 18
PART II OTHER INFORMATION
Item 1 Legal Proceedings 19
Item 1A Risk Factors 19
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3 Defaults Upon Senior Securities 19
Item 4 Submission of Matters to a Vote of Security Holders 19
Item 5 Other Information 19
Item 6 Exhibits 19
SIGNATURES 20
EXHIBIT INDEX 21
Exh. 10.1 Subscription agreement for common shares in Acadian Mining
Corporation. 22
Exh. 31.1 Certification 53
Exh. 31.2 Certification 55
Exh. 32.1 Certification 57
Exh. 32.2 Certification 58
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Introduction to Interim Financial Statements.
The interim financial statements included herein have been prepared by
Golden River Resources Corporation ("Golden River Resources" or the "Company")
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "Commission"). Certain information and footnote
disclosure normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading. These
interim financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended June 30, 2008.
The 2008 financial statements have been restated to reflect certain
adjustments resulting from the valuation of the Company's stock option grants
(refer to Note 2).
In the opinion of management, all adjustments, consisting of normal
recurring adjustments and consolidating entries, necessary to present fairly the
financial position of the Company and subsidiaries as of March 31, 2009, the
results of its operations for the three month and nine month periods ended March
31, 2009 and March 31, 2008 and for the period July 1, 2002 through March 31,
2009, and the changes in its cash flows for the nine month periods ended March
31, 2009 and March 31, 2008 and for the period July 1, 2002 through March 31,
2009, have been included. The results of operations for the interim periods are
not necessarily indicative of the results for the full year.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN
AUSTRALIAN DOLLARS.
2
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Balance Sheet
March 31, 2009 June 30, 2008
A$000's A$000's
(Unaudited)
ASSETS
Current Assets
Cash $33 $8
Receivables 16 30
----------------------------------
Total Current Assets 49 38
----------------------------------
Non-Current Assets
Deposit on acquisition 1,171 -
----------------------------------
Total Non-Current Assets 1,171 -
----------------------------------
Total Assets $1,220 $38
==================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable and Accrued Expenses $722 $711
Short Term Advance - Affiliate 332 -
----------------------------------
Total Current Liabilities 1,054 711
----------------------------------
Non-Current Liabilities
Loan - related party 650 -
----------------------------------
Total Non-Current Liabilities 650 -
----------------------------------
Total Liabilities 1,704 711
----------------------------------
Commitments and Contingencies (Notes 10 and 11)
Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
200,000,000 shares authorized,
126,714,130 and 26,714,130 issued 18 3
Additional Paid-in-Capital 37,368 36,462
Less Treasury Stock at Cost, 2,500 shares (20) (20)
Accumulated Other Comprehensive Loss (7) (9)
Retained Deficit during exploration stage (11,441) (10,707)
Retained Deficit prior to exploration stage (26,402) (26,402)
----------------------------------
Total Stockholders' Equity (Deficit) (484) (673)
----------------------------------
Total Liabilities and Stockholders' Equity (Deficit) $1,220 $38
==================================
See Notes to Consolidated Financial Statements
3
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Operations
Three and Nine Months Ended March 31, 2009 and 2008 and for the cumulative period
July 1, 2002 (inception of exploration activities) to March 31, 2009
(Unaudited)
Three
Three Months Nine Nine Months July 1,
Months Ended Months Ended 2002
Ended March 31, Ended March 31, to
March 31, 2008 March 31, 2008 March 31,
2009 A$000's 2009 A$000's 2009
A$000's restated A$000's restated A$000's
Revenues $- $- $- $- $-
--------------- --------------- --------------- -------------- ---------------
Costs and Expenses:
Stock Based Compensation 34 86 166 303 2,868
Exploration Expenditure 47 38 130 93 3,486
Loss on Disposal of Equipment - - - - 1
Interest Expense, net 1 - 1 - 424
Legal, Accounting and Professional 204 15 270 46 970
Administrative 38 111 119 385 3,527
--------------- --------------- --------------- -------------- ---------------
324 250 686 827 11,276
--------------- --------------- --------------- -------------- ---------------
(Loss) from Operations (324) (250) (686) (827) (11,276)
Foreign Currency Exchange Gain (Loss) (31) - (56) (4) (181)
Other Income:
Interest - net, related entity - - - - 5
- other 1 - 8 - 11
--------------- --------------- --------------- -------------- ---------------
(Loss) before Income Tax (354) (250) (734) (831) (11,441)
Provision for Income Tax - - - - -
--------------- --------------- --------------- -------------- ---------------
Net (Loss) (354) (250) (734) (831) (11,441)
--------------- --------------- --------------- -------------- ---------------
Basic net (Loss) Per Common Equivalent Shares $(0.00) $(0.01) $(0.01) $(0.02) $(0.42)
--------------- --------------- --------------- -------------- ---------------
Weighted Number of Common 136,714 36,714 77,955 36,714 27,138
Equivalent Shares Outstanding (000's)
--------------- --------------- --------------- -------------- ---------------
See Notes to Consolidated Financial Statements
4
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Cash
Flows Nine Months Ended March 31, 2009 and 2008 and for the cumulative period
July 1, 2002 (inception of exploration activities) to March 31, 2009
(Unaudited)
2008 July 1, 2002
2009 A$000's to Mar 31, 2009
A$000's restated A$000's
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) (734) (831) (11,441)
Adjustments to reconcile net (loss) to net cash (used)
in Operating Activities
Foreign Currency Exchange Loss 31 4 133
Depreciation of Plant and Equipment - - 27
Stock based compensation 166 303 2,868
Accrued interest added to principal - - 184
Net Change in:
Receivables 14 (112) (16)
Staking Deposit - - 23
Prepayments and Deposits - 1 -
Accounts Payable and Accrued Expenses 11 300 232
---------------- ------------------ ------------------
Net Cash (Used) in Operating Activities (512) (335) (7,990)
---------------- ------------------ ------------------
CASH FLOW FROM INVESTING ACTIVITIES
Deposit on acquisition (1,171) - (1,171)
Purchase of Plant and Equipment - (2) (27)
---------------- ------------------ ------------------
Net Cash (Used) in Investing Activities (1,171) (2) (1,198)
---------------- ------------------ ------------------
CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Net Borrowings from Affiliates - - 1,031
Sale of Shares / Warrants (net) 755 - 5,066
Proceeds from Loan Payable 982 - 3,255
---------------- ------------------ ------------------
Net Cash Provided by Financing Activities 1,737 - 9,352
---------------- ------------------ ------------------
Effects of Exchange Rate on Cash (29) (3) (132)
---------------- ------------------ ------------------
Net Increase (decrease) in Cash 25 (340) 32
Cash at Beginning of Period 8 349 1
---------------- ------------------ ------------------
Cash at End of Period 33 9 33
---------------- ------------------ ------------------
Supplemental Disclosures
Interest Paid - - 363
NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares - - 6,156
Stock Options recorded as Deferred Compensation - - 1,342
See Notes to Consolidated Financial Statements
5
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
March 31, 2009
and for the cumulative period
July 1, 2002 (inception of exploration activities) to March 31, 2009
(Unaudited)
Retained
(Deficit) Retained Accumulated
(during (Deficit) Other
Common Treasury Additional the (prior to Deferred Compre-
Stock Stock, at Paid-in Exploration Exploration Compen- hensive
Shares Amount Cost Capital stage) stage) sation Loss Total
-----------------------------------------------------------------------------------------------------
000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's
Balance June 30, 2002 6,347 $1 $(20) $25,175 - $(26,402) - - $(1,246)
Net loss - - - - $(681) - - - (681)
-----------------------------------------------------------------------------------------------------
Balance June 30, 2003 6,347 $1 $(20) $25,175 $(681) $(26,402) - - $(1,927)
Issuance of 1,753,984 shares
and warrants in lieu of debt
repayment 1,754 - - $2,273 - - - - $2,273
Sale of 1,670,000 shares and
warrants 1,670 - - $2,253 - - - - $2,253
Issuance of 6,943,057 shares
on cashless exercise of
options 6,943 $1 - $(1) - - - - -
Net unrealized loss on foreign
exchange - - - - - - - $(9) $(9)
Net (loss) - - - - $(1,723) - - - $(1,723)
-----------------------------------------------------------------------------------------------------
Balance June 30, 2004 16,714 $2 $(20) $29,700 $(2,404) $(26,402) - $(9) $867
Issuance of 1,400,000 options
under 2004 stock option plan - - - $1,720 - - $(1,720) - -
Amortization of 1,400,000
options under 2004 stock
option plan - - - - - - $1,144 - $1,144
Net unrealized gain on foreign
exchange - - - - - - - $6 $6
Net/(loss) - - - - $(3,367) - - - $(3,367)
-----------------------------------------------------------------------------------------------------
Balance June 30, 2005 (Note 2) 16,714 $2 $(20) $31,420 $(5,771) $(26,402) $(576) $(3) $(1,350)
See Notes to Consolidated Financial Statements
6
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
March 31, 2009
and for the cumulative period
July 1, 2002 (inception of exploration activities) to March 31, 2009
(Unaudited) Continued
Retained Retained Accumulated
(Deficit) (Deficit) Other
Common Treasury Additional(during the (prior to Deferred Compre-
Stock Stock, at Paid-in Exploration Exploration Compen- hensive
Shares Amount Cost Capital stage) stage) sation Loss Total
------------------------------------------------------------------------------------------------------
000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's
To eliminate deferred
compensation against Paid-In
Capital - - - $(576) - - $576 - -
Issuance of 10,000,000 shares
and 20,000,000 options in
lieu of debt repayment 10,000 $1 - $3,882 - - - - $3,883
Capital gain on shares and
options issued in lieu of
debt repayment - - - $(1,883) - - - - $(1,883)
Sale of 20,000,000 normal
warrants - - - $997 - - - - $997
Sale of 10,000,000 special
warrants - - - $1,069 - - - - $1,069
Amortization of 1,400,000
options under 2004 stock
option plan - - - 597 - - - - 597
Net unrealized loss on foreign
exchange - - - - - - - $(8) $(8)
Net (loss) - - - - $(1,694) - - - $(1,694)
------------------------------------------------------------------------------------------------------
Balance June 30, 2006 (Note 2) 26,714 $3 $(20) $35,466 $(7,465) $(26,402) $- $(11) $1,571
Costs associated with sale of
normal and special warrants - - - $(5) - - - - $(5)
Amortization of 1,400,000
options under 2004 stock
option plan - - - $20 - - - - $20
Amortization of 4,650,000
options under 2006 stock
option plan - - - $593 - - - - $593
Net unrealized loss on foreign
exchange - - - - - - - $5 $5
Net (loss) - - - - $(2,097) - - - $(2,097)
------------------------------------------------------------------------------------------------------
Balance June 30, 2007 (Note 2) 26,714 $3 $(20) $36,074 $(9,562) $(26,402) $- $(6) $87
See Notes to Consolidated Financial Statements
7
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
March 31, 2009
and for the cumulative period
July 1, 2002 (inception of exploration activities) to March 31, 2009
(Unaudited) Continued
Retained Retained
(Deficit) (Deficit) AccumulatedOther
Common Treasury Additional(during the (prior to Deferred Compre-
Stock Stock, at Paid-in Exploration Exploration Compen- hensive
Shares Amount Cost Capital stage) stage) sation Loss Total
000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's A$000's
Amortization of 4,650,000
options under 2006 stock
option plan - - - $388 - - - - $388
Net unrealized loss on foreign
exchange - - - - - - - $(3) $(3)
Net (loss) - - -- - $(1,145) - - - $(1,1455)
------------------------------------------------------------------------------------------------------
Balance June 30, 2008 26,714 $3 $(20) $36,462 $(10,707) $(26,402) $- $(9) $(673)
Amortization of 4,650,000
options under 2006 stock
option plan - - - $166 - - - - $166
Sale of 100,000,000 shares 100,000 $15 - $740 - - - - $755
Net unrealized gain on foreign
exchange - - - - - - - $2 $2
Net (loss) - - -- - $(734) - - - $(734)
------------------------------------------------------------------------------------------------------
Balance March 31, 2009 126,714 $18 $(20) $37,368 $(11,441) $(26,402) $- $(7) $(484)
------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements
8
GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2009
(1) Organisation
------------
Golden River Resources Corporation ("Golden River Resources"), formerly Bay
Resources Ltd, is incorporated in the State of Delaware. The principal
shareholders of Golden River Resources are companies associated with Mr JI
Gutnick and Mrs S Gutnick. These companies owned 95.25% of Golden River
Resources as of March 31, 2009. During fiscal 1998, Golden River Resources
incorporated a further subsidiary, Baynex.com Pty Ltd, under the laws of
Australia. Baynex.com Pty Ltd has not traded since incorporation. On August 21,
2000, Golden River Resources incorporated a new wholly owned subsidiary, Bay
Resources (Asia) Pty Ltd, a corporation incorporated under the laws of
Australia. In May 2002, the Company incorporated a new wholly owned subsidiary,
Golden Bull Resources Corporation (formerly 4075251 Canada Inc), a corporation
incorporated under the laws of Canada. Golden Bull Resources Corporation is
undertaking exploration activities for gold in Canada. On March 8, 2006,
shareholders approved the change of the Company's name to Golden River
Resources.
(2) Adjustments and Restatement of Financial Statements
---------------------------------------------------
The financial statements for the three and nine months ended March 31, 2008
have been restated to revise the Company's estimated fair value of certain stock
option grants.
In October 2006, the Company granted 4,650,000 options under the Stock
Option Plan to the Company's officers, directors and consultants. The Company
utilized the services of an external valuer to determine the value of the
options using the binomial option pricing model. At the time, the market price
used in the binomial option pricing model was US$0.166 which was based on the
price that the Company had been able to conclude a private placement and at the
time believed this to be the fair value of the shares of common stock. The
Company has now determined the market price (US$0.30) of the shares of common
stock at the time of the issue of options as quoted on the OTCBB should have
been used in the binomial option pricing model. The effect of the adjustment is
an increase in Stock-Based Compensation expense in the three and nine months
ended March 31, 2008 by approximately A$43,000 and A$153,000 respectively.
In October 2004, the Company granted 1,400,000 options under the Stock
Option Plan to the Company's officers, directors and consultants. The Company
has recorded an adjustment to the estimated fair value of these options based
upon a revision to the original volatility rate used in the fair value
calculation. The effect of the adjustment is an increase in the opening retained
earnings (deficit) at July 1, 2006 and additional paid-in capital by
approximately A$1.1 million. Such adjustment had no effect on total
stockholders' equity or the Company's cash flows, and has also been reflected in
the 2005 and 2006 statement of stockholders' equity included in the accompanying
consolidated financial statements.
The effects of the above adjustments are as follows:
Statement of operations for the three and nine months ended March 31, 2008
---------------------------------------------- ----------------------------------------------
Three months end March 31, 2008 Nine months end March 31, 2008
---------------------------------------------- ----------------------------------------------
As
previously Adjustment to As previously Adjustment to
filed restate Restated filed restate Restated
A$ A$ A$ A$ A$ A$
-------------- ----------------- ------------- --------------- ---------------- -------------
Stock Based 43 43 86 150 153 303
Compensation expense
Net (loss) (207) (43) (250) (678) (153) (831)
Basic net (loss) per
Common Equivalent
Shares $(0.01) $(0.00) $(0.01) $(0.02) $(0.00) $(0.02)
-------------- ----------------- ------------- --------------- ---------------- -------------
9
(3) Affiliate Transactions
----------------------
Golden River Resources advances to and receives advances from various
affiliates. All advances between consolidated affiliates are eliminated on
consolidation.
Included in payables at March 31, 2009 was A$541,312 due to AXIS. During
the nine months ended March 31, 2009 and 2008, AXIS provided services in
accordance with the service agreement of A$106,195 and A$360,871 respectively.
During the nine months ended March 31, 2009 and 2008, AXIS advanced Golden River
Resources A$125,500 and A$187,000 respectively which has been recorded as short
term advance., During the nine months ended March 31, 2009 and 2008, AXIS did
not charge interest and AXIS reversed A$6,525 of interest charged as at June 30,
2008. AXIS is affiliated through common management and ownership. 17. 18. During
the nine months ended March 31, 2009, Joseph Gutnick advanced Golden River
Resources A$1,258 which was included in payables at March 31, 2009. 19. 20.
Effective December 9, 2008, Golden River Resources issued Fast Knight Nominees
Pty Ltd, a company associated with Mr J I Gutnick, 100,000,000 shares of Common
Stock at an issue price of US$0.005, raising US$500,000 (A$755,000) in
additional working capital. The issue price was based on market price at the
time of the transaction. There are no registration commitments associated with
this issuance of shares.
On March 16, 2009 Wilzed Pty Ltd, a company associated with Mr J I Gitnick,
advanced the Golden River Resources A$650,000 as a long term loan in order to
facilitate the transaction with Acadian Mining Corporation (refer note 12). 23.
(4) Recent Accounting Pronouncements
------------------------------------
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
which provides enhanced guidance for using fair value to measure assets and
liabilities. SFAS No. 157 provides a common definition of fair value and
establishes a framework to make the measurement of fair value in generally
accepted accounting principles more consistent and comparable. SFAS No. 157 also
requires expanded disclosures to provide information about the extent to which
fair value is used to measure assets and liabilities, the methods and
assumptions used to measure fair value, and the effect of fair value measures on
earnings. SFAS No. 157 is effective for financial statements issued in fiscal
years beginning after November 15, 2007 and for interim periods within those
fiscal years. In February 2008, the FASB staff issued Staff Position No. 157-2
"Effective date of FASB Statement No. 157" ("FSP FAS 157-2"). FSP FAS 157-2
delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognised or disclosed at fair value in
the financial statements on a recurring basis ( at least annually). The
provisions of FSP FAS 157-2 are effective for the Company's fiscal year
beginning July 1, 2009. The adoption of this interpretation is not expected to
have a material impact on the Company's future reported consolidated financial
position or results of operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115", which permits companies to choose to measure many financial
instruments and certain other items at fair value. The provisions of FAS 159 are
effective for the Company's fiscal year which commenced July 1, 2008. The
adoption of FAS 159 did not have a material impact on the Company's consolidated
financial position, results or operations or cash flows.
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations"
("SFAS 141(R)"), which replaces SFAS 141. SFAS 141(R) requires assets and
liabilities acquired in a business combination, contingent consideration, and
certain acquired contingencies to be measured at their fair values as of the
date of acquisition. SFAS 141(R) also requires that acquisition-related costs
and restructuring costs be recognized separately from the business combination.
SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 and
will be effective for business combinations entered into by the Company after
July 1, 2009. The Company is currently evaluating the potential impact of
adopting this statement on the Company's consolidated financial position,
results of operations or cash flows.
10
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests
in Consolidated Financial Statements, an Amendment of ARB No. 51" ("SFAS 160").
SFAS 160 clarifies the accounting for noncontrolling interests and establishes
accounting and reporting standards for the noncontrolling interest in a
subsidiary, including classification as a component of equity. SFAS 160 is
effective for fiscal years beginning after December 15, 2008. The Company does
not currently have any minority interests.
In March 2008, the FASB issued FSAB Statement No. 161 "Disclosure about
Derivative Instruments and Hedging Activities-an amendment of FASB statements
No. 133 ( "FAS 161") which provides revised guidance for enhanced disclosures
about how and why an entity uses derivative instruments, how derivative
instruments and related hedged items are accounted for under FAS 133, and how
derivative instruments and the related hedged items affect and entity's
financial position, financial performance and cash flows. FAS 161 is effective
for the Company's fiscal and interim periods beginning after November 15, 2008.
The Company does not currently have any derivative instruments and is not
involved in any hedging activities.
In May 2008, the FASB issued SFAS No. 162 "The Hierarchy of Generally
Acceptable Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of non-governmental entities
that are presented in conformity with generally accepted accounting principles
in the United States. This statement is effective 60 days following the SEC's
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles". Although the Company will continue to evaluate
the application of SFAS 162, the Company does not believe the adoption of SFAS
162 will have a material impact on its consolidated financial statements.
(5) Comprehensive Income (Loss)
---------------------------
The Company follows SFAS No. 130 "Reporting Comprehensive Income" ("SFAS
130"). SFAS 130 requires a company to report comprehensive income (loss) and its
components in a full set of financial statements. Comprehensive income (loss) is
the change in equity during a period from transactions and other events and
circumstances from non-owner sources, such as unrealized gains (losses) on
foreign currency translation adjustments. Changes in unrealized foreign currency
gains or (losses) during the nine months to March 31, 2009 and 2008 amounted to
A$2,000 and A$(3,000) respectively. Accordingly, comprehensive loss for the nine
months ended March 31, 2009 and 2008 amounted to A$(561,000) and A$(834,000)
respectively.
(6) Going Concern
-------------
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of Golden River Resources as a going concern. Golden River
Resources is in the exploration stage, has sustained recurring losses which
raises substantial doubts as to its ability to continue as a going concern.
In addition Golden River Resources has historically relied on loans and
advances from corporations affiliated with the President of Golden River
Resources. Based on discussions with these affiliate companies, Golden River
Resources believes this source of funding will continue to be available. Other
than the arrangements noted above, Golden River Resources has not confirmed any
other arrangement for ongoing funding. As a result Golden River Resources may be
required to raise funds by additional debt or equity offerings in order to meet
its cash flow requirements during the forthcoming year.
The accumulated deficit of the Company from inception through March 31,
2009 amounted to A$37,672,000 of which A$11,270,000 has been accumulated from
July 2002, the date the Company entered the Exploration Stage, through March 31,
2009.
(7) Income Taxes
------------
Golden River Resources should have carried forward losses of approximately
US$37.1 million as of June 30, 2008 which will expire in the year 2009 through
2028. Golden River Resources will need to file tax returns for those years
having losses on which returns have not been filed to establish the tax benefits
of the net operating loss carry forwards. Due to the uncertainty of the
availability and future utilization of those operating loss carry forwards,
management has provided a full valuation against the related tax benefit.
11
(8) Issue of Options under Stock Option Plan
----------------------------------------
The Company follows the provisions of SFAS No.123(R), Share-Based payment,
which addresses the accounting for share-based payment transactions in which a
company receives employee services in exchange for (a) equity instruments of
that company or (b) liabilities that are based on the fair value of the
company's equity instruments or that may be settled by the issuance of such
equity instruments.
The Company has accounted for all options issued based upon their fair
market value using either the Black Scholes or Binomial option pricing method.
Prior to 2006, the Company used the Black Scholes option pricing method to
determine the fair market value of options issued. In 2006, the Company changed
from using the Black Scholes option pricing method to the Binomial option
pricing model. The Binomial option pricing model breaks down the time to
expiration into a number of steps or intervals and can therefore be used to
value American style options, taking into account the possibility of early
exercise and reflect changing inputs over time. The options issued in 2006 have
three vesting periods and therefore, the Company believed the Binomial option
pricing model is a more accurate measure of the fair value of the options.
In October 2004, the Board of Directors and Remuneration Committee of the
Company adopted a Stock Option Plan and agreed to issue 1,400,000 options to
acquire shares of common stock in the Company, at an exercise price of US$1.00
per option, subject to shareholder approval which was subsequently received on
January 27, 2005. All such options were vested by July 2006. The exercise price
of US$1.00 was derived from the issue price of common stock from the placement
of shares on September 30, 2004 and is considered by the Company's Directors to
be the fair value of the common stock. The options expire on October 15, 2014.
The Company calculated the fair value of the 1,400,000 options using the
Black Scholes valuation method using a fair value share price of US$1.00, strike
price of US$1.00, maturity period of 5 years 7 1/2 months, risk free interest
rate of 5.15% and volatility of 20%. This equates to a value of US31.85 cents
per option. The total value of the options equates to A$1,744,800 (US$1,352,820)
and such amount was amortized over the vesting period. At March 31, 2009, the
options were fully vested.
Since the issue of the options, 600,000 options have lapsed following the
termination of participants to the issue.
A summary of the options outstanding and exercisable at March 31, 2009 are
as follows:
Outstanding Exercisable
Number of options 800,000 800,000
Exercise price US$1.00 US$1.00
Expiration date October 15, 2014 October 15, 2014
On October 19, 2006, the Directors of the Company agreed to offer a further
4,650,000 options under the Stock Option Plan. The options have no issue price,
an exercise price of US30.84 cents, and a latest exercise date of October 19,
2016. The options vest 1/3 on October 19, 2007 ("T1"), 1/3 on October 19, 2008
("T2") and 1/3 on October 19, 2009 ("T3"). The Company obtained an external
valuation on the options from an unrelated third party.
The Company, through an unrelated third party consultant, has calculated
the fair value of the 4,650,000 options using the binomial option pricing model
using a fair value share price of US$0.30, exercise price of US30.84 cents,
expected life T1 - 5 years 6 months, T2 - 6 years, T3 - 6 years 6 months,
risk-free interest rate of 4.75% and volatility of 90%. The total value of the
options equates to A$1,406,287 (US$1,060,200) and is being amortized over the
vesting periods. For the three and nine months ended March 31, 2009, the
amortization amounted to A$34,409 and A$166,667 respectively and no options were
forfeited. At March 31, 2009, the remaining value of the unamortized deferred
compensation of these 4,050,000 outstanding options amounted to A$76,845.
12
Since the issue of the options, 600,000 options have lapsed following the
termination of participants to the issue.
A summary of the options outstanding and exercisable at March 31, 2009 are
as follows:
Outstanding Exercisable
Number of options 4,050,000 2,700,000
Exercise price US$0.308 US$0.308
Expiration date October 19, 2016 October 19, 2016
(9) Loss per share
--------------
Basic (loss) per share is computed based on the weighted average number of
common shares outstanding during the period. Dilutive loss per share has not
been presented as the effects of common stock equivalents are anti-dilutive. The
Company has on issue 10,000,000 special warrants which are exercisable at any
time until expiration and for no consideration. However, there is a restriction
in the subscription agreement that does not allow the Company to process a
warrant exercise notice if the holder (and its associates) would hold more than
9.99% of the shares of common stock unless the holder provides the Company with
61 days prior notice in which case the holder can exercise the entire 10,000,000
warrants. Accordingly, the Company has included 10,000,000 shares issuable by
exercise of the special warrants in the weighted number of common equivalent
shares outstanding.
Earnings per share
The Company calculates loss per share in accordance with SFAS No. 128,
"Earnings per Share".
The following table reconciles the weighted average shares outstanding used
for the computation:
Nine months ended
March 31
2009 2008
Weighted average shares 000's 000's
Outstanding - basic 67,955 26,714
- Warrants 10,000 10,000
------------ ------------
Weighted average shares outstanding 77,955 36,714
============ ============
The options to purchase 4,850,000 shares of common stock are not included
in the earnings per share computation as such amounts would be anti-dilutive.
(10) Contingent Liability
--------------------
The Company has received an invoice from a corporation that conducted the
pegging of the claims in Canada on behalf of the Company. A number of claims
that were pegged were not ultimately issued to the Company due to a number of
errors by the pegging company. The Company had advised the pegging company that
it does not believe any further payments are due to the pegging company as a
result of the economic loss incurred by Golden River Resources. The Company
believes that if it is unsuccessful in defending any claim that is brought
against it, the maximum potential liability is CDN$59,000 (A$66,218). No accrued
liability has been recorded in the accompanying financial statement pending the
ultimate disposition of this matter.
13
(11) Commitments
-----------
In June 2008, the Company agreed on terms with Tahera Diamond Corporation
to obtain full control of the mining properties that are listed in the
Tahera/GRR agreement through the issuance of 3,000,000 shares of common stock
and the payment of CDN$86,000. The CDN$86,000 was paid prior to June 30, 2008.
The issuance of 3,000,000 shares of common stock has not been brought to account
in the financial statements as the final agreements have not yet been executed.
(12) Events Subsequent to Balance Date
---------------------------------
On March 17, 2009 the Company reached an agreement with Acadian Mining
Corporation (TSX: ADA) ("Acadian") to subscribe in a private placement
transaction for up to 338,111,334 common shares in Acadian for aggregate gross
investment of up to CDN$10 million (A$12 million). The Offering is contemplated
to close in several tranches and is subject to satisfactory due diligence by
Golden River. If the due diligence is satisfactory and Golden River proceeds,
following closing of all tranches, Golden River will hold 68.45% of the
outstanding common stock of Acadian. In March 2009, the Company deposited
CDN$1,000,000 (A$1,199,616) in trust with the attorney's for Arcadian in order
to pay for the initial investment.
The Company received regulatory approval from the TSX for the issue of 9.9%
of shares in Acadian to Golden River as the first tranche and a subscription
agreement for common shares in Acadian was executed by the Company and Acadian
issued approximately 17 million shares to Golden River pursuant to same. The
closing of the first tranche, for an aggregate of CDN$447,457 ($A536,777)
occurred on April 3, 2009.
The second tranche of CDN$552,543 (A$662,839)(21,058,129 shares) is subject
only to receipt of the required regulatory approvals, including the approval of
the Toronto Stock Exchange ("TSX") and is expected to occur in May 2009. Upon
completion of closing of the first two tranches, Golden River will hold 19.9% of
the outstanding common stock of Acadian and will be entitled to nominate one
member to the board of directors of Acadian.
The remaining CDN$9 million (A$10,8 million) of the private placement
transaction (300,000,000 shares at C$0.03 per share) will close in one or more
tranches upon the receipt of all necessary regulatory approvals, approval of the
shareholders of Acadian and the satisfaction of certain other conditions
precedent, including completion of due diligence by the Golden River. Acadian
will seek approval from its shareholders at its next annual meeting. Notice of
the meeting and supporting documents will be mailed to shareholders in the
coming weeks. In the event that the conditions precedent to the final tranche
are not satisfied by July 1, 2009, then neither party will have any obligation
to complete the balance of the private placement.
Upon completion of the CDN$10.0 million (A$12 million) private placement
transaction, the board of directors of Acadian will be comprised of six members
- three nominees of each of Golden River and Acadian.
The proceeds of the private placement transaction are to be used by Acadian
for operational overheads, the advancement of Acadian's gold properties and the
discharge of the creditor's of Acadian's wholly-owned subsidiary, ScoZinc
Limited, all in accordance with a plan and budget to be approved by Golden
River.
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
FUND COSTS CONVERSION
The consolidated statements of operations and other financial and operating
data contained elsewhere here in and the consolidated balance sheets and
financial results have been reflected in Australian dollars unless otherwise
stated.
The following table shows the average rate of exchange of the Australian
dollar as compared to the US dollar and Canadian dollar during the periods
indicated:
9 months ended March 31, 2008 A$1.00 = US$0.9178
9 months ended March 31, 2009 A$1.00 = US$0.6835
9 months ended March 31, 2008 A$1.00 = CDN$0.9390
9 months ended March 31, 2009 A$1.00 = CDN$0.8541
RESULTS OF OPERATION
Three Months Ended March 31, 2009 vs. Three Months Ended March 31, 2008.
Costs and expenses increased from A$250,000 in the three months ended March
31, 2008 to A$324,000 in the three months ended March 31, 2009. The Company's
financial statements are prepared in Australian dollars (A$). A number of the
costs and expenses of the Company are incurred in US$ and CDN$ and the
conversion of these costs to A$ means that the comparison of the three months
ended March 31, 2009 to the three months ended March 31, 2008 does not always
present a true comparison.
The increase in costs and expenses is a net result of:
a) an increase in legal, accounting and professional expense from
A$15,000 for the three months ended March 31, 2008 to A$204,000 for
the three months ended March 31, 2009, primarily as a result of costs
associated with the Company's SEC compliance obligations, stock
transfer agent costs, audit fees and due diligence costs incurred in
relation to the proposed investment in Acadian.
b) a decrease in administrative costs including salaries from A$111,000
in the three months ended March 31, 2008 to A$38,000 in the three
months ended March 31, 2009, primarily as a result of a decrease in
the cost of services provided by AXIS in accordance with the service
agreement.
c) an increase in the exploration expenditure expense from A$38,000 for
the three months ended March 31, 2008 to A$47,000 for the three months
ended March 31, 2009. No field exploration was undertaken during the
quarters ended March 31, 2008 and March 31, 2009. The costs for the
quarters ended March 31, 2008 and March 31, 2009 relate to consultants
providing exploration reviews and advice.
d) a decrease in stock based compensation from A$86,000 for the three
months ended March 31, 2008 to A$34,000 for the three months ended
March 31, 2009 as a result of a decrease in the number of options
outstanding combined with a number of options being fully expensed
prior to the current period. See Note 8 concerning the Company's
outstanding stock options.
As a result of the foregoing, the loss from operations increased from
A$250,000 for the three months ended March 31, 2008 to A$324,000 for the three
months ended March 31, 2009.
The Company recorded a foreign currency exchange loss of A$31,000 for the
three months ended March 31, 2009 compared to a foreign currency exchange gain
of A$nil for the three months ended March 31, 2008, primarily as a result of the
revaluation of the deposit on acquisition of CDN$1,000,000.
Other income increased from A$nil in the three months ended March 31, 2008
to A$1,000 in the three months ended March 31, 2009.
15
The net loss was A$354,000 for the three months ended March 31, 2009
compared to a net loss of A$250,000 for the three months ended March 31, 2008.
Nine Months Ended March 31, 2009 vs. Nine Months Ended March 31, 2008.
Costs and expenses decreased from A$827,000 in the nine months ended March
31, 2008 to A$686,000 in the nine months ended March 31, 2009. The Company's
financial statements are prepared in Australian dollars (A$). A number of the
costs and expenses of the Company are incurred in US$ and CDN$ and the
conversion of these costs to A$ means that the comparison of the nine months
ended March 31, 2009 to the nine months ended March 31, 2008 does not always
present a true comparison.
The decrease in expenses is a net result of:
a) an increase in legal, accounting and professional expense from
A$46,000 for the nine months ended March 31, 2008 to A$270,000 for the
nine months ended March 31, 2009. For the nine months ended March 31,
2009, there was an increase costs associated with the Company's SEC
compliance obligations, stock transfer agent expenses and due
diligence costs incurred in relation to the proposed investment in
Acadian.
b) a decrease in administrative costs including salaries from A$385,000
in the nine months ended March 31, 2008 to A$119,000 in the nine
months ended March 31, 2009 primarily as a result of a decrease in the
cost of services provided by AXIS in accordance with the service
agreement.
c) an increase in the exploration expenditure expense from A$93,000 for
the nine months ended March 31, 2008 to A$130,000 for the nine months
ended March 31, 2009 primarily as a result of the costs related to
consultants providing exploration reviews and advice. No field
exploration was completed during the nine months ended March 31, 2008
and 2009.
d) a decrease in stock based compensation from A$303,000 for the nine
months ended March 31, 2008 to A$166,000 for the nine months ended
March 31, 2009 as a result of the decrease in the number of options
outstanding combined with the number of options being fully expensed
prior to the current period. See Note 8 concerning the Company's
outstanding stock options.
As a result of the foregoing, the loss from operations decreased from
A$827,000 for the nine months ended March 31, 2008 to A$686,000 for the nine
months ended March 31, 2009.
Other income increased from A$nil in the nine months ended March 31, 2008
to A$8,000 in the nine months ended March 31, 2009.
The Company recorded a foreign currency exchange loss of A$56,000 for the
nine months ended March 31, 2009, compared to A$4,000 for the nine months ended
March 31, 2008 primarily as a result of the revaluation of the deposit on
acquisition of CDN$1,000,000.
The net loss was A$734,000 for the nine months ended March 31, 2009,
compared to a net loss of A$831,000 for the nine months ended March 31, 2008.
Liquidity and Capital Resources
For the nine months ended March 31, 2009, net cash used in operating
activities was A$512,000 primarily consisting of the net loss of A$734,000;
offset by a decrease in receivables of A$14,000, an increase in accounts payable
and accrued expenses of A$11,000, an increase in foreign exchange losses of
A$31,000 and an increase in stock based compensation of A$166,000.
As of March 31, 2009 the Company had short-term obligations of A$1,054,000
comprising $732,000 of accounts payable and accrued expenses and $332,000 of
loans payable.
As of March 31, 2009 the Company had long-term obligations of A$650,000
which was all comprised of loans payable.
16
In December 2008, Golden River Resources received funds for and issued
100,000,000 shares of common stock at an issue price of US$0.005 for a total of
US$500,000 (A$755,000). The funds will be used for working capital. The
securities that are being issued pursuant to the 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.
On March 17, 2009 the Company reached an agreement with Acadian Mining
Corporation (TSX: ADA) ("Acadian") to subscribe in a private placement
transaction for up to 338,111,334 common shares ("Offering") in Acadian for
aggregate gross investment of up to C$10 million (A$12 million). The Offering is
contemplated to close in several tranches. Following closing of all tranches,
Golden River will hold 68.45% of Acadian. In March 2009, the Company deposited
CDN$1,000,000 (A$1,199,616) in trust with the attorney's for Acadian in order to
pay for the initial investment of up to 19.9%. The CDN$1,000,000 (A$1,199,616)
was funded from the Company's existing cash resources and from a short term
advance of A$650,000 from Wilzed Pty Ltd, a company associated with Mr. J I
Gutnick. On April 3, 2009 the Company completed the first tranche for
approximately 17 million (9.9%) shares in Acadian for A$540,767. In order to
complete the remaining tranches in the Arcadian agreement, the Company will need
to raise capital through the placement of its common stock, preferred stock or
debentures to raise the necessary funding.
We have A$33,000 in cash at March 31, 2009.
During fiscal 2004 and 2005, we undertook a field exploration program on
our Committee Bay and Slave Properties. In relation to the Committee Bay
Properties, this was more than the minimum required expenditure and as a result,
we do not have a legal obligation to undertake further exploration on those
properties during their life. However our properties are prospective for gold
and other minerals. We undertook further exploration in August 2006 on the Slave
Properties and we spent A$193,000 on such exploration activities in fiscal 2008
and to date A$83,000 in fiscal 2009 for maintenance cost. We are currently
investigating capital raising opportunities which may be in the form of either
equity or debt, to provide funding for working capital purposes and future
exploration programs. There can be no assurance that such a capital raising will
be successful, or that even if an offer of financing is received by the Company,
it is on terms acceptable to the Company.
The Company is in the process of preparing an exploration plan and budget
for fiscal 2010 and anticipates exploration expenditure of approximately
A$500,000.
The Company is considered to be an exploration stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock, preferred stock or debentures to fund its
operations. In the event the Company is unsuccessful in raising such additional
capital, it may not be able to continue active operations. Golden River
Resources has historically relied on loans and advances from corporations
affiliated with the President of Golden River Resources. Based on discussions
with these affiliate companies, Golden River Resources believes this source of
funding will continue to be available and accordingly has prepared the financial
statements on a going concern basis.
Cautionary Safe Harbor Statement under the United States Private Securities
Litigation Reform Act of 1995.
Certain information contained in this Form 10-Q's forward looking
information within the meaning of the Private Securities Litigation Act of 1995
(the "Act"). In order to obtain the benefits of the "safe harbor" provisions of
the act for any such forwarding looking statements, the Company wishes to
caution investors and prospective investors about significant factors which
among others have affected the Company's actual results and are in the future
likely to affect the Company's actual results and cause them to differ
materially from those expressed in any such forward looking statements. This
Form 10-Q report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including, without limitation, the risks of
exploration and development stage projects, political risks of development in
foreign countries, risks associated with environmental and other regulatory
matters, mining risks and competition and the volatility of gold and copper
prices, movements in the foreign exchange rate and the availability of
additional financing for the Company. Additional information which could affect
the Company's financial results is included in the Company's Form 10-K on file
with the Securities and Exchange Commission.
17
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
At March 31, 2009, assuming no change in the cash at bank, a 10% change in
the A$ versus US$ exchange rate would have an effect of A$670 on the Company's
cash position.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Our principal executive officer and our principal financial officer
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
as amended) as of the end of the period covered by this report. Based on that
evaluation, such principal executive officer and principal financial officer
concluded that, the Company's disclosure control and procedures were effective
as of the end of the period covered by this report at the reasonable level of
assurance.
(b) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during
our most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect our internal control over financial reporting.
(c) Other
We believe that a controls system, no matter how well designed and
operated, can not provide absolute assurance that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected. Therefore, a control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Our disclosure controls and procedures
are designed to provide such reasonable assurances of achieving our desired
control objectives, and our principal executive officer and principal financial
officer have concluded, as of March 31, 2009, that our disclosure controls and
procedures were effective in achieving that level of reasonable assurance.
18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not Applicable
Item 1A. Risk Factors.
Not Applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On December 9, 2008 the Company sold an aggregate of 100,000,000 shares of
common stock at a purchase prices of US$0.005 per share for aggregate proceeds
of US$500,000. The Private Placement was made to Fast Knight Nominees Pty Ltd, a
company associated with Mr Joseph I. Gutnick, President and Chief Executive
Officer of Golden River Resources Corporation, and was effected pursuant to the
terms of a Subscription Agreement as disclosed in a Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 9, 2008.
Item 3. Defaults Upon Senior Securities.
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable
Item 5. Other Information.
Not Applicable
Item 6. Exhibits.
(a) Exhibit No. Description
10.1 Subscription Agreement for Common Shares
in Acadian Mining Corporation
31.1 Certification of Chief Executive Officer
required by Rule 13a-14(a)/15d-14(a) under the
Exchange Act
31.2 Certification of Chief Financial Officer
required by Rule 13a-14(a)/15d-14(a) under the
Exchange Act
32.1 Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley act of
2002
32.2 Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley act of
2002
19
(FORM 10-Q)
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 thereunto duly authorized.
Golden River Resources Corporation
By: /s/ Joseph I. Gutnick
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Peter Lee
Peter Lee
Director, Secretary and
Chief Financial Officer
(Principal Financial Officer)
Dated May 7, 2009
20
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Subscription Agreement for Common Shares
in Acadian Mining Corporation
31.1 Certification of Chief Executive Officer
required by Rule 13a-14(a)/15d-14(a) under the
Exchange Act
31.2 Certification of Chief Financial Officer
required by Rule 13a-14(a)/15d-14(a) under the
Exchange Act
32.1 Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley act of
2002
32.2 Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley act of
2002
21