SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
Golden River Resources Corporation Ltd.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
38116G 105
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(Cusip Number)
Joseph Isaac Gutnick
Northern Capital Resources Corporation
Level 8, 580 St. Kilda Road
Melbourne, Victoria 3004 Australia
Tel: 011-613 8532 2860
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 3, 2009
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), (f) or (g) check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
The information required on the reminder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
Page 1 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Edensor Nominees Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only....................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)..........................................[ ]
6. Citizenship or Place of Organization: Australia
----------------------------------- --------------------------------------------
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
----------------------------------- --------------------------------------------
8. Shared Voting Power: 5,394,590
----------------------------------- --------------------------------------------
9. Sole Dispositive Power: None
----------------------------------- --------------------------------------------
10. Shared Dispositive Power: 5,394,590
----------------------------------- --------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,394,590.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...............................................[x]
13. Percent of Class Represented by Amount in row (11): 3.2%
14. Type of Reporting Person (See Instructions): CO
Page 2 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Kerisridge Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only.............................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)..........................................[ ]
6. Citizenship or Place of Organization: Australia
----------------------------------- --------------------------------------------
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
----------------------------------- --------------------------------------------
8. Shared Voting Power: 1,753,984
----------------------------------- --------------------------------------------
9. Sole Dispositive Power: None
----------------------------------- --------------------------------------------
10. Shared Dispositive Power: 1,753,984
----------------------------------- --------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,753,984
Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...............................................[x]
13. Percent of Class Represented by Amount in row (11): 1.0%
14. Type of Reporting Person (See Instructions): CO
Page 3 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Joseph I. Gutnick
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...............................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)..........................................[ ]
6. Citizenship or Place of Organization: Australia
----------------------------------- --------------------------------------------
Number of Shares
Beneficially owned by: 7. Sole Voting Power: 1,833,334*
----------------------------------- --------------------------------------------
8. Shared Voting Power: 182,208,343**
----------------------------------- --------------------------------------------
9. Sole Dispositive Power: 1,833,334*
----------------------------------- --------------------------------------------
10. Shared Dispositive Power: 182,208,343**
----------------------------------- --------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
184,041,677*** Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...............................................[x]
13. Percent of Class Represented by Amount in row (11): 97.0%
14. Type of Reporting Person (See Instructions): IN
---------------------
* Issuable upon exercise of Stock Options.
** Includes 20,000,000 shares issuable upon exercise of stock options.
*** Includes 21,833,334 shares issuable upon exercise of stock options.
Page 4 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Stera M. Gutnick
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only..............................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)..........................................[ ]
6. Citizenship or Place of Organization: Australia
----------------------------------- --------------------------------------------
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
----------------------------------- --------------------------------------------
8. Shared Voting Power: 182,208,343*
----------------------------------- --------------------------------------------
9. Sole Dispositive Power: None
----------------------------------- --------------------------------------------
10. Shared Dispositive Power: 182,208,343*
----------------------------------- --------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
182,208,343* Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...............................................[x]
13. Percent of Class Represented by Amount in row (11): 97.0%
14. Type of Reporting Person (See Instructions): IN
---------------------
* Includes 20,000,000 shares issuable upon exercise of stock options.
Page 5 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Kalycorp Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...............................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)..........................................[ ]
6. Citizenship or Place of Organization: Australia
----------------------------------- --------------------------------------------
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
----------------------------------- --------------------------------------------
8. Shared Voting Power: 2,000,000
----------------------------------- --------------------------------------------
9. Sole Dispositive Power: None
----------------------------------- --------------------------------------------
10. Shared Dispositive Power: 2,000,000
----------------------------------- --------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000,000.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...............................................[x]
13. Percent of Class Represented by Amount in row (11): 1.2%
14. Type of Reporting Person (See Instructions): CO
Page 6 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Surfer Holdings Pty. Ltd.
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...............................................................
4. Source of Funds (see Instructions): OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)..........................................[ ]
6. Citizenship or Place of Organization: Australia
----------------------------------- --------------------------------------------
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
----------------------------------- --------------------------------------------
8. Shared Voting Power: 1,500,000
----------------------------------- --------------------------------------------
9. Sole Dispositive Power: None
----------------------------------- --------------------------------------------
10. Shared Dispositive Power: 1,500,000
----------------------------------- --------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,500,000.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...............................................[x]
13. Percent of Class Represented by Amount in row (11): *%
14. Type of Reporting Person (See Instructions): CO
---------------------
* Less than 1%
Page 7 of 13
CUSIP NO. 38116G 105
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Northern Capital Resources Corporation
I.R.S. Employer Identification No.: Not Applicable
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [x]
3. SEC Use Only...............................................................
4. Source of Funds (see Instructions): WC
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)..........................................[ ]
6. Citizenship or Place of Organization: Nevada
----------------------------------- --------------------------------------------
Number of Shares
Beneficially owned by: 7. Sole Voting Power: None
----------------------------------- --------------------------------------------
8. Shared Voting Power: 171,551,269*
----------------------------------- --------------------------------------------
9. Sole Dispositive Power: None
----------------------------------- --------------------------------------------
10. Shared Dispositive Power: 171,551,269*
----------------------------------- --------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
171,551,269* Shares.
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)...............................................[x]
13. Percent of Class Represented by Amount in row (11): 91.3%
14. Type of Reporting Person (See Instructions): CO
----------------
* Includes 20,000,000 shares issuable upon exercise of stock options.
Page 8 of 13
Item 1. Security and Issuer
Common Stock, par value $0.0001 per share of Golden River Resources
Corporation Ltd. (the "Issuer"), whose executive offices are located at Level 8,
580 St. Kilda Road, Melbourne, Victoria 3004, Australia.
Item 2. Identity and Background
(a)-(c) The undersigned hereby file this Schedule 13D statement on
behalf of:
(i) Edensor Nominees Pty. Ltd. ("Edensor"), a private corporation
engaged as the trustee of a private family investment trust.
(ii) Kerisridge Pty. Ltd. ("Kerisridge"), a private corporation
engaged as the trustee of a private family investment trust.
(iii) Joseph I. Gutnick ("JG"). JG is an officer, director and
stockholder of Edensor, Kerisridge, Kalycorp, Surfer and NCRC. JG's
principal occupation is as the Chairman of the Board, President and
Chief Executive Officer of the Issuer and of Legend International
Holdings, Inc. JG is also chairman of several publicly listed
Australian corporations in the mining sector.
(iv) Stera M. Gutnick ("SG" and, together with JG, the "Officers
and Directors"). SG is an officer, director and stockholder of
Edensor, Kerisridge, Kalycorp and Surfer. SG's principal occupation is
as a Company Director.
(v) Kalycorp Pty. Ltd. ("Kalycorp"), a private corporation
engaged as the trustee of a private family investment trust.
(vi) Surfer Holdings Pty. Ltd. ("Surfer"), a private corporation
engaged as the trustee of a private family investment trust.
(vii) Northern Capital Resources Corporation ("NCRC") is a
corporation engaged in mineral exploration activities.
(d) None of the persons referred to in Paragraph (a) above has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in Paragraph (a) above has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals referred to in Paragraph (a) above is an
Australian citizen. Edensor, Kerisridge, Kalycorp and Surfer are Australian
corporations. NCRC is a Nevada corporation.
Page 9 of 13
Item 3. Source and Amount of Funds or Other Consideration.
Effective September 3, 2009, the Issuer entered into a subscription
agreement with NCRC whereby NCRC agreed to subscribe, in a private placement
transaction, for 85,000,000 shares of Common Stock at a purchase price of $0.10
per share for aggregate proceeds of $8,500,000. The private placement will be
closed in several tranches prior to March 31, 2010. Effective September 3, 2009,
the Issuer and NCRC closed the first tranche of the private placement by the
issue of 41,276,710 shares of Common Stock at a purchase price of $0.10 per
share for aggregate proceeds of $4,126,671. The source of funds for such
purchase was from NCRC's working capital.
Item 4. Purpose of Transaction
The acquisition of the shares described above was for investment purposes.
NCRC and the Officers and Directors may acquire additional newly issued or
outstanding shares of Common Stock of the Issuer from time to time and may
dispose of any or all of the shares held by them at any time.
Except as set forth above in this Item 4, NCRC and the Officers and
Directors do not have any plans or proposals which relate to, or could result
in, any of the matters referred to in paragraphs (a) and (j), inclusive, of Item
4 of Schedule 13D. Such entities and persons may, at any time, from time to
time, review or reconsider their position with respect to the issuer, and
formulate plans or proposals with respect to any of such matters, but have no
present intention of doing so.
Item 5. Interest in Securities of the Issuer
(a) and (b) The number of shares of Common Stock of the Issuer held by each
person named in response to Item 2 as of the date hereof are as follows:
Aggregate Number Percentage of
Name Of Shares Owned Outstanding(1)
---- --------------- --------------
Edensor(2) 5,394,590 3.2%
Kerisridge(2) 1,753,984 1.0%
Kalycorp(2) 2,000,000 1.2%
Surfer(2) 1,500,000 *
NCRC(3) 171,551,269(4) 91.3%
JG 184,041,677(5) 97.0%
SG(6) 182,208,343(6) 97.0%
----------------------------------------------------------------------------
* Less than 1%
(1) Based on 167,988,340 shares of Common Stock outstanding on September 3,
2009.
Page 10 of 13
(2) Each of Edensor, Kerisridge, Kalycorp and Surfer (the "Trustees") has
the power to vote and to dispose of the shares of Common Stock owned by
it. The Officers and Directors may be deemed to share beneficial
ownership of the shares of Common Stock owned by the Trustees.
(3) NCRC has the power to vote and to dispose of the shares of Common Stock
owned by it. The Officers and Directors may be deemed to shares
beneficial ownership of the shares of Common Stock owned by NCRC.
(4) Includes 20,000,000 shares issuable upon exercise of stock options.
(5) Includes 171,551,269 shares beneficially owned by NCRC, 10,648,574
shares beneficially owned by the Trustees and 8,500 shares owned by
Pearlway Investments Pty Ltd., a private Australian corporation of
which the Officers and Directors and members of their family are
officers, directors and shareholders. Also includes 1,833,334 shares
issuable upon exercise of stock options that are owned directly by JG.
(6) Includes 171,551,269 shares beneficially owned by NCRC, 10,648,574
shares beneficially owned by the Trustees and 8,500 shares owned by
Pearlway Investments Pty Ltd., a private Australian corporation of
which the Officers and Directors and members of their family are
officers, directors and shareholders. Does not include 1,833,334 shares
issuable upon exercise of stock options owned by SG's spouse.
(c) Except as set forth in response to Item 3, none of the
persons listed in response to Item 2 above acquired any shares
of Common Stock of the Issuer during the past 60 days.
(d) 10,648,574 shares of Common Stock are held by the Trustees
as trustees of family trusts for the benefit of certain
members of the family of the Officers and Directors. Each of
the Trustees has full power to vote and dispose of the shares
of Common Stock owned by it. The proceeds of any such sale may
be used, in the discretion of the Trustees, for the benefit of
the beneficiaries of their respective Trustees.
Except as described above, no person other than each respective record
owner referred to herein of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds of
sale of such shares.
(e) Not applicable.
Page 11 of 13
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise), among the persons named in
Item 2 hereof, or between such persons and the other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
other securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees or profits, divisions of profits or loss, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Agreement Pursuant to Rule 13d - 1(k) [Previously filed]
Page 12 of 13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: September 4, 2009 EDENSOR NOMINEES PTY. LTD.
By /s/ Joseph I. Gutnick
--------------------------
Director
KERISRIDGE PTY. LTD.
By: /s/ Joseph I. Gutnick
--------------------------
Director
KALYCORP PTY. LTD.
By: /s/ Joseph I. Gutnick
--------------------------
Director
SURFER HOLDINGS PTY. LTD.
By: /s/ Joseph I. Gutnick
--------------------------
Director
NORTHERN CAPITAL RESOURCES CORPORATION
By: /s/ Joseph I. Gutnick
--------------------------
Chairman of the Board
/s/ Joseph I. Gutnick
--------------------------
Joseph I. Gutnick
/s/ Stera M. Gutnick
------------------------
Stera M. Gutnick
Page 13 of 13