UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
|_| Definitive Information Statement
Golden River Resources Corporation
(Name of Registrant as Specified In Its Charter)
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Golden River Resources Corporation
(a Delaware Corporation)
INFORMATION STATEMENT
Date first mailed to Stockholders:
September __, 2010
Level 8
580 St Kilda Road
Melbourne Victoria 3004
Australia
(Principle executive offices of the Company)
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
GOLDEN RIVER RESOURCES CORPORATION
PO Box 6315 St Kilda Road Central
Melbourne Victoria 8008 Australia
Tel +(613) 8532 2860
Fax +(613) 8532 2805
Email investors@goldenriverresources.com
Website www.goldenriverresources.com
INFORMATION STATEMENT
INTRODUCTION
This Information Statement is being furnished to Stockholders of Golden
River Resources Corporation, a Delaware corporation ("Golden River" or the
"Company"), pursuant to the requirements of Regulation 14C under the Securities
Exchange Act 1934, as amended, in connection with an Action by Written Consent,
dated September __, 2010, of the Stockholders of the Company in lieu of a
General Meeting of Stockholders of the Company (the "Written Consent"). A copy
of the Written Consent is attached as Exhibit "A" to this Information Statement.
Management of the Company is utilising the Written Consent in order to
reduce the expenses and demands on the Company's executives' time necessitated
by the holding of a meeting of stockholders, since the only business of such a
meeting would be a proposal to approve an amendment to the Company's Certificate
of Incorporation, as amended, to effect a reverse stock split (the "Reverse
Stock Split") of the Company's common stock, $.0001 par value per share (the
"Common Stock"), at a split ratio of 1 for 10, and the Company's principal
stockholder, which owns 92.02% of the issued and outstanding shares of Common
Stock has indicated that it will vote for the Reverse Stock Split, thereby
ensuring the approval of such proposal. See "Vote Required"; and "Other
Information Regarding the Company - Security Ownership of Certain Beneficial
Owners and Management". The Company has received an executed Written Consent
from its principal stockholder which shall be effective 21 days from the date
this Information Statement is first mailed to Stockholders. See "Matters Set
Forth in the Written Consent".
Stockholders of record at the close of business on September __, 2010 are
being furnished copies of this Information Statement. The principal executive
offices of the Company are located at Level 8, 580 St Kilda Road Melbourne,
Victoria, 3004, Australia, and the Company's telephone number is 011 613 8532
2860.
MATTERS SET FORTH IN THE WRITTEN CONSENT
The Written Consent contains a resolution approving the Reverse Stock
Split. The Company's principal stockholder, Northern Capital Resources Corp
("NCRC"), which owns 224,153,869 shares of common stock, representing 92.02% of
the currently issued and outstanding shares of Common Stock, has executed the
Written Consent, thereby ensuring the approval of the Reverse Stock Split. See
"Other Information Regarding The Company - Security Ownership of Certain
Beneficial Owners and Management."
VOTE REQUIRED
Counterpart copies of the Written Consent evidencing a majority of the
outstanding shares of Common Stock, must be received by the Company within sixty
days of the earliest dated counterpart copy of the Written Consent received by
the Company in order to effectuate the matters set forth therein. As of
September __, 2010 (date of Written Consent), 243,593,440 shares of Common Stock
were issued and outstanding, thus, Stockholders representing no less than
121,796,720 shares of Common Stock were required to execute the Written Consent
to effect the matters set forth therein. As discussed under "Matters Set Forth
in the Written Consent" the Company's principal stockholder, which owns
approximately 224,153,869 shares of Common Stock, or 92.02% of the outstanding
Common Stock, has executed the Written Consent, thereby ensuring the approval of
the Reverse Stock Split. MANAGEMENT IS NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND MANAGEMENT A PROXY.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of our common stock by each person or entity known by us to be the
beneficial owner of more than 5% of the outstanding shares of common stock, each
of our directors and named executive officers, and all of our directors and
executive officers as a group as of August 27, 2010.
Title of Name and Address Amount and nature Percentage
Class of Beneficial Owner* of Beneficial of class (1)
Owner
Shares of common stock Joseph and Stera Gutnick 256,810,943 (2)(3)(4) 96.51
(5)(6)
Shares of common stock Northern Capital Resources 244,153,869 92.62
Corp (4)
Shares of common stock David Stuart Tyrwhitt 50,000 (2) **
Shares of common stock Mordechai Zev Gutnick 750,000 (2)(7)(9) **
Shares of common stock Peter James Lee 1,250,000 (2)(8) **
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All officers and Directors 258,860,943 (10) 96.43
as a group
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* Unless otherwise indicated, the address of each person is c/o Golden River
Resources Corporation, Level 8, 580 St. Kilda Road, Melbourne, Victoria 3004
Australia
** less than 1%
Notes:
(1) Based on 243,593,440 shares outstanding as of August 27, 2010.
(2) Does not include 2,500 shares of Common Stock beneficially owned by us.
(3) Includes 5,394,590 shares of Common Stock owned by Edensor Nominees Pty
Ltd., 1,753,984 shares of Common Stock owned by Kerisridge Pty Ltd.,
1,500,000 shares of Common Stock owned by Surfer Holdings Pty Ltd,
2,000,000 shares of Common Stock owned by Kalycorp Pty Ltd and 8,500
shares of Common Stock owned by Pearlway Investments Proprietary Limited,
of which Mr. Joseph Gutnick, Stera M. Gutnick and members of their family
are officers, Directors and principal stockholders.
(4) Includes 244,153,869 shares of Common Stock owned by Northern Capital
Resources Corp (including 20,000,000 shares issuable upon exercise of
warrants at an exercise price of US$0.1542 per share), of which Joseph
Gutnick, Stera M. Gutnick and members of their family are officers,
directors and principal stockholders.
(5) Joseph Gutnick and Stera Gutnick are husband and wife.
(6) Includes 2,500,000 shares issuable upon exercise of stock options.
(7) Includes 750,000 shares issuable upon exercise of stock options.
(8) Includes 1,250,000 shares issuable upon exercise of stock options.
(9) Includes 4,850,000 shares that are issuable upon exercise of stock
options.
Authorisation of Reverse Split of Common Stock
Introduction
In accordance with the Written Consent, upon the effectiveness of the
Reverse Stock Split, all stockholders will receive one share of Common Stock for
every ten shares of Common Stock currently held by them. Any fractional shares
resulting from the exchange will be rounded up to equal one share. The Reverse
Stock Split will become effective on the date that an amendment to the Company's
Certificate of Incorporation, substantially in the form of Exhibit B hereto, is
filed with the Office of the Secretary in the State of Delaware. The filing is
expected to occur promptly following the effective date of the Written Consent
which is 21 days after this Information Statement is first mailed to
stockholders.
The new shares will not differ in any way to those previously held.
Stockholders will have the same rights from the effective date of the Reverse
Stock Split as they currently have. The reverse split will not affect the
proportionate equity interest of a stockholder, except in the instance that a
stockholder is left with a fractional share. In this instance the fractional
share will be rounded up.
Reasons for Approving the Reverse Stock Split
The Company currently has 243,593,440 shares of Common Stock outstanding.
The Reverse Stock Split will result in 24,359,344 shares being outstanding.
The Board of Directors believes it is in the best interests of the Company
to effect the Reverse Stock Split. The Board of Directors believes the decrease
in the number of shares of Common Stock will place the market price in a range
which is more advantageous to stockholders.
The Board believes that the Reverse Stock Split will help increase broker
interest in the Common Stock as their policies can discourage them from
recommending companies with lower stock prices. Because of the trading
volatility often associated with lower-priced stocks, many brokerage houses and
institutional investors have adopted internal policies and practices that either
prohibit or discourage them from investing in such stocks or recommending them
to their customers. Some of those policies and practices may also function to
make the processing of trades in lower-priced stocks economically unattractive
to brokers. Additionally, because brokers' commissions on transactions in
lower-priced stocks generally represent a higher percentage of the stock price
than commissions on higher-priced stocks, the current average price per share of
the Common Stock can result in individual stockholders paying transaction costs
representing a higher percentage of their total share value than would be the
case if the stock price were substantially higher.
Although the Board expects that the Reverse Stock Split will result in an
increase in the price of the Common Stock, the effect of the Reverse Stock Split
cannot be predicted with certainty. Other factors, such as our financial
results, market conditions and the market perception of our business may
adversely affect the stock price. As a result, there can be no assurance that
the Reverse Stock Split, if completed, will result in the intended benefits
described above.
General Effect of Reverse Stock Split
The effect of the reverse stock split on the aggregate number of shares of
Common Stock and on the stockholders' equity of the Company's balance sheet at
June 30, 2010 is as follows:
Prior to After
Number of Shares(1) Reverse Split Reserve Split
Common Stock
Authorised 400,000,000 400,000,000
Outstanding 243,593,440 24,359,344
Available per issuance(2) 56,406,560 375,640,656
Par value per issue 0.0001 0.0001
Financial Data (Unaudited) $000s $000s
Stockholders equity
Common stock 27 2
Additional paid-in capital 48,352 48,377
Accumulated deficit (24,986) (24,986)
Non-controlling interests 17,044 17,044
-------------- -------------
Total Stockholders equity 40,437 40,437
============== =============
(1) Figures for the number of shares prior to the Reverse Stock Split are as
of June 30, 2010. Figures after the Reverse Split do not reflect any
immaterial adjustments that may result from the repurchase of fractional
shares.
(2) The Company has 24,850,000 options/warrants on issue exercisable into
shares of Common Stock, which after the reverse split totals 2,485,000.
Available for issuance is reduced by these quantities.
Effect on Stock Option Plan and Warrants
Upon our Stock Option Plan, the number and exercise price of shares subject to
all outstanding stock options will be proportionately adjusted based on the
Reverse Stock Split ratio. As a result, using the stock option numbers as of
June 30, 2010, the number of shares of Common Stock issuable upon exercise of
currently outstanding options will be adjusted from approximately 4,850,000
shares to approximately 485,000 shares. The number of shares subject to
outstanding options will be reduced by a factor of 10 and, the exercise price
per share will be increased by a multiple of 10, such that upon an exercise, the
aggregate exercise price payable by the optionee to us would remain the same.
For example, an outstanding stock option for 5,000 shares of Common Stock,
exercisable at $1.00 per share, would be adjusted as a result of a 1-for-10
Reverse Stock Split ratio into an option exercisable for 500 shares of Common
Stock at an exercise price of $10.00 per share. The number of shares of Common
Stock available for issuance under future stock option awards under our Stock
Option Plan will be decreased from 24,359,344 to 2,435,934.
The number of shares of Common Stock issuable upon exercise of outstanding
warrants and the exercise prices for such warrants, will be adjusted similarly
as described above in proportion to the Reverse Stock Split ratio.
Reduction in Stated Capital
As a result of the Reverse Stock Split, upon the effective time, the stated
capital on our balance sheet attributable to the Common Stock, which consists of
the par value per share of the Common Stock multiplied by the aggregate number
of shares of the Common Stock issued and outstanding, will be reduced in
proportion to the size of the Reverse Stock Split. Correspondingly, our
additional paid-in capital account, which consists of the difference between our
stated capital and the aggregate amount paid to us upon issuance of all
currently outstanding shares of Common Stock, will be credited with the amount
by which the stated capital is reduced. Our stockholders' equity, in the
aggregate, will remain unchanged.
No Appraisal Rights
Under the Delaware General Corporation Law, our stockholders are not
entitled to dissenter's rights with respect to the proposed amendment to our
Certificate of Incorporation to effect the Reverse Stock Split, and we will not
independently provide stockholders with any such right.
Accounting Matters
The proposed amendment to our Certificate of Incorporation will not affect
the par value of our Common Stock per share, which will remain $0.0001 per
share. As a result, as of the effective time, the stated capital attributable to
Common Stock and the additional paid-in capital account on our balance sheet
will not change due to the Reverse Stock Split. Reported per share net income or
loss will be higher because there will be fewer shares of Common Stock
outstanding.
Federal Income Tax Consequences
The following is a summary of certain material federal income tax
consequences of the Reverse Stock Split and does not purport to be a complete
discussion of all of the possible federal income tax consequences of the Reverse
Stock Split and is included for general information only.
Further, it does not address any state, local or foreign income or other
tax consequences. For example, the state and local tax consequences of the
Reverse Stock Split may vary significantly as to each stockholder, depending
upon the state in which such stockholder resides. Also, it does not address the
tax consequences to holders that are subject to special tax rules, such as
banks, insurance companies, regulated investment companies, personal holding
companies, foreign entities, nonresident alien individuals, broker-dealers and
tax-exempt entities. The discussion is based on the provisions of the United
States federal income tax law as of the date hereof, which is subject to change
retroactively as well as prospectively. This summary also assumes that the old
shares were, and the new shares will be, held as a "capital asset," as defined
in the Internal Revenue Code of 1986, as amended (the "Code") (generally,
property held for investment). The tax treatment of a stockholder may vary
depending upon the particular facts and circumstances of such stockholder. Each
stockholder is urged to consult with such stockholder's own tax advisor with
respect to the tax consequences of the Reverse Stock Split.
No gain or loss should be recognized by a stockholder upon such
stockholder's exchange of old shares for new shares pursuant to the Reverse
Stock Split. The aggregate tax basis of the new shares received in the Reverse
Stock Split (including any fraction of a new share deemed to have been received)
will be the same as the stockholder's aggregate tax basis in the old shares
exchanged therefor. The stockholder's holding period for the new shares will
include the period during which the stockholder held the old shares surrendered
in the Reverse Stock Split.
The Company's view regarding the tax consequence of the Reverse Stock Split
is not binding on the Internal Revenue Service or the courts. Accordingly, each
stockholder should consult with such stockholder's own tax advisor with respect
to all of the potential tax consequences to such stockholder of the Reverse
Stock Split.
Exchange of Share Certificates and Treatment of Fractional Share Interests
As soon as practical after the reverse stock split, stockholders will be
asked to surrender their share certificates in respect of currently held shares
and will be issued new certificates representing the new shares issued. Until
surrendered certificates in respect of currently held shares will be deemed for
all corporate purposes from the effective date of the reverse stock split as
evidence of ownership of share of the new stock in the appropriately reduced
number. Continental Stock Transfer & Trust Company will be appointed as exchange
agent to act for shareholders in effecting the exchange of certificates.
No scrip or fractional share certificates evidencing shares of Common Stock
will be issued. If a stockholder is entitled to a fractional interest of a
share, he/she will receive an additional share of post-split Common Stock. If a
stockholder is the owner of more than one certificate then the number of shares
of post-split Common Stock issued in connection with the split shall be
calculated on the basis of the aggregate shares owned under all certificates.
EXHIBIT A
GOLDEN RIVER RESOURCES CORPORATION
NOTICE PURSUANT TO SECTION 228 OF THE GENERAL
CORPORATION LAW
To: All Stockholders
1. PLEASE TAKE NOTE THAT Stockholders owning at least a majority of the
outstanding stock of Golden River Resources Corporation by written
consent without a meeting dated September __, 2010 have duly adopted
the following resolution:
"a resolution approving a proposal to amend the Company's Certificate
of Incorporation to effect a one-for-ten reverse stock split of the
Company's outstanding shares of Common Stock, with fractional shares
rounded up to the nearest whole share."
PETER LEE
Director, CFO & Secretary
Exhibit B
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF
GOLDEN RIVER RESOURCES CORPORATION
(Under section 242 of the General Corporation Law)
Golden River Resources Corporation, a corporation organized and existing
under the General Corporations Law of the State of Delaware (the "Corporation"),
does hereby certify that:
FIRST: The name of the Corporation is Golden River Resources Corporation.
SECOND: The Certificate of Incorporation is hereby amended by striking out
Article "VIII" thereof and by substituting in lieu of said Article the following
provisions:
"VIII. The corporation shall be authorized to issue a total of
four hundred million (400,000,000) shares of Common Stock, par
value $.0001 per share."
Upon the effectiveness (the "Effective Date") of the certificate
of amendment to the certificate of incorporation containing this
sentence, each 10 shares of the Common Stock issued and
outstanding as of the date and time immediately preceding the
date on which the certificate of amendment is filed (the "Split
Effective Date"), shall be automatically changed and
reclassified, as of the Split Effective Date and without further
action, into one (1) fully paid and nonassessable share of Common
Stock. There shall be no fractional shares issued. A holder of
record of Common Stock on the Split Effective Date who would
otherwise be entitled to a fraction of a share shall have the
number of new shares to which they are entitled rounded to the
nearest whole number of shares.
THIRD: The Amendment to the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provision of Section 228 and 242 of
the General Corporations Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
__day of ________________, 2010.
____________________________
Peter J. Lee
Director and Secretary