Item 1.01: Entry into a Material Definitive Agreement Private Placement of Shares of Common Stock Effective September 30, 2009, the Company and Northern Capital Resources Corp closed the second tranche of the private placement by the issue of 9,290,000 shares of common stock at a purchase price of US$0.10 per share for aggregate proceeds of US$929,000. The proceeds were utilized to make the next subscription for shares in Acadian Mining Corporation. The Private Placement was made to and was affected pursuant to the terms of a Subscription Agreement dated September 3, 2009 that was filed on Form 8-K on September 3, 2009. For more information regarding the Company's investment in Acadian, please see the Company's Current Reports on Form 8-K filed March 20, 2009 and June 10, 2009, which is incorporated herein by reference. The Company's current holding in Acadian is 57.1% of the issued and outstanding shares of Acadian. Item 3.02: Unregistered Sales of Equity Securities The description of the Private Placement set forth above is hereby incorporated herein by reference to the Form 8-K filed on September 30, 2009. 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. 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: October 1, 2009 </TEXT> </DOCUMENT>