Item 1.01: Entry into a Material Definitive Agreement Private Placement of Shares of Common Stock Effective December 9, 2008, Golden River Resources Corporation, a Delaware corporation (the "Company"), completed a private placement offering in which 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. The funds will be used for exploration activities and for general corporate and administrative purposes. The description of the Subscription Agreement that is contained in this Form 8-K is qualified in its entirety to the text of the actual agreement 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 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 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 ----------------------------------- Peter Lee Secretary Dated: December 9, 2008 Exhibit Index ------------- 99.1 Subscription Agreement </TEXT> </DOCUMENT>