Item 1.01: Entry into a Material Definitive Agreement Effective as of June 30, 2009, Golden River Resources Corporation, a Delaware corporation (the "Company"), entered into a warrant purchase agreement with RAB Special Situations (Master) Fund Limited ("RAB") whereby the Company agreed to repurchase the following Warrants to purchase shares of Common Stock in the Company that had been issued to RAB in 2006: (i) Special Warrant to purchase 10,000,000 shares of Common Stock in the Company for no additional consideration expiring on June 9, 2016, and (ii) Warrant to purchase 20,000,000 shares of Common Stock in the Company at an exercise price of $0.1542 per share ($0.0364541, per share as adjusted) expiring on April 30, 2011, for an aggregate purchase price of US$500,000. Settlement of the purchase occurred on July 1, 2009. Following settlement of the purchase, the Company cancelled the Special Warrant to purchase 10,000,000 shares of Common Stock in the Company for no additional consideration expiring on June 9, 2016, and the Warrant to purchase 20,000,000 shares of Common Stock in the Company at an exercise price of $0.1542 per share ($0.0364541, per share as adjusted) expiring on April 30, 2011. Item 2.01: Completion of Acquisition or Disposition of Assets The information set forth above in response to Item 1.01 is hereby incorporated herein by this reference. 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: July 6, 2009 </TEXT> </DOCUMENT>