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) May 8, 2006
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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 (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
Level 8, 580 St Kilda Road, Melbourne, Victoria Australia 3004
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(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 Web site 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 (see General Instruction A.2. below):
[ ] 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 1.02. Entry into a Material Definitive Agreement
Effective as of May 8, 2006, Golden River Resources Corporation, a Delaware
corporation (the "Company") agreed to issue (the "Debt Conversion") to Fast
Night Nominees Pty Ltd ("FNN"), 10 million shares (the "Shares") of common stock
and option (the "Options") to purchase 20 million shares of common stock at an
exercise price of A$0.20 per share and an expiration date of April 11, 2011, in
repayment of A$2 million in loans from Wilzed Pty Ltd to the Company.
FNN is a company that is associated with the President of the Company, Mr. J. I.
Gutnick.
The Company owes Wilzed, a company associated with the President of the Company,
Mr J I Gutnick, A$2 million and Wilzed has agreed to accept the Shares and
Options as satisfaction of the loan and has instructed the Company to issue the
Shares and Options to FNN.
Item 3.02: Unregistered Sales of Equity Securities
The description of the Debt Conversion set forth above is hereby incorporated
herein by this reference.
The Shares and Options that are being issued pursuant to the Debt Conversion 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 5.03: Other Events
On May 8, 2006, the Company issued a press release announcing the intention to
seek the necessary approvals to amend the Certificate of Incorporation to
increase the authorized capital to 100 million shares of common stock, par value
$0.001 per share.
Item 9.01: Financial Statement and Exhibits
(c)
Item 99.1: Press Release dated May 8, 2006
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
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Peter Lee
Director, Secretary and
Chief Financial Officer
Dated: May 9, 2006