EXHIBIT 99.2
GOLDEN RIVER RESOURCES CORPORATION
(A DELAWARE CORPORATION)
Level 8
580 St Kilda Road
Melbourne Victoria 3004
Australia
SUBSCRIPTION AGREEMENT
Instructions
PLEASE COMPLETE AND SIGN TWO COPIES OF THE SUBSCRIPTION AGREEMENT
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SUBSCRIPTION AGREEMENT
FOR
GOLDEN RIVER RESOURCES CORPORATION
(A DELAWARE CORPORATION)
1. STOCK SUBSCRIPTION: The undersigned, RAB SPECIAL SITUATIONS (MASTER)
FUND LIMITED ("SUBSCRIBER") hereby subscribes for 10,000,000 special warrants,
to be evidence by a certificate in the form attached hereto as SCHEDULE "A" (the
"SPECIAL WARRANTS"), each Special Warrant exercisable to acquire without
additional consideration one (1) share of Common Stock, $0.001 par value
("COMMON STOCK"), of Golden River Resources Corporation, a Delaware Corporation
("GOLDEN RIVER" or the "COMPANY") and warrants in the form attached hereto as
SCHEDULE "B" for the purchase of 20,000,000 shares of Common Stock, $0.001 par
value (the "WARRANT SHARES"), at an exercise price of $ 0.1542 to be exercisable
until April 30, 2011 (the "WARRANTS") (collectively the Special Warrants, the
Common Stock, the Warrants and the Warrant Shares are referred to as the
"SECURITIES" and the Special Warrants and Warrant purchased under this
Subscription Agreement are referred to as the "PURCHASED SECURITIES") for and in
consideration of $1,542,000 to be paid in cash at closing. All figures are in
United States Dollars unless otherwise specified. Such Subscription is subject
to the following terms and conditions:
a. TENDER OF PURCHASE PRICE: Subscriber tenders to Phillips Nizer LLP,
counsel for Golden River, the purchase price of $1,542,000 either by a
check payable to the order of "Phillips Nizer LLP for the benefit of
Golden River Resources Corporation" or a wire transfer to Phillips
Nizer LLP, pursuant to the written wire instructions attached hereto
as SCHEDULE 1.A. (the "PURCHASE PRICE").
b. CLOSING: Upon receipt by Golden River of the consideration agreed to
herein, prior to 12:00 p.m. on JUNE 9, 2006 (the "CLOSING DATE"). All
funds will be delivered to Golden River. The Purchased Securities
subscribed for herein will not be deemed issued to, or owned by, the
Subscriber until the Subscription Agreement has been executed by
Subscriber and countersigned by Golden River, all payments required to
be made herein. The Closing is subject to the fulfillment of the
following conditions (the "CONDITIONS") which Conditions Golden River
and the Subscriber covenant to exercise its reasonable best efforts to
have fulfilled on or prior to the Closing Date:
(i) for the benefit of Golden River, the Subscriber shall have
tendered the Purchase Price to Phillips Nizer LLP;
(ii) for the benefit of the Subscriber, all relevant documentation and
approvals as may be required, by applicable securities statutes,
regulations, policy statements and interpretation notes, by
applicable securities regulatory authorities and by applicable
rules shall have been obtained and, where applicable, executed by
or on behalf of the Subscriber;
(iii) for the benefit of the Subscriber, Golden River' board of
directors shall have authorized and approved the execution and
delivery of this Agreement, the issuance and delivery of the
Securities, the allotment and issuance of such Securities;
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(iv) Golden River (for the benefit of the Subscriber) and the
Subscriber (for the benefit of Golden River) shall have complied
with its covenants contained in this Agreement to be complied
with prior to Closing, and Golden River for the benefit of the
Subscriber shall have delivered a Certificate of a senior officer
of the Company (acting without personal liability) to that effect
to the Subscriber in the form attached hereto as SCHEDULE "C";
(v) the representations and warranties of Golden River (for the
benefit of the Subscriber) and the Subscriber (for the benefit of
Golden River) set forth in this Agreement shall be true and
correct as of the Closing Date; and
(vi) Golden River (for the benefit of the Subscriber) will deliver at
the Closing, a favorable legal opinion from Golden River' counsel
with respect to such matters set forth in Section 3(cc) of this
Agreement.
Either party may waive in writing in whole or in part by the party
benefiting such party before Closing upon such terms as it may
consider appropriate in its sole discretion.
c. ISSUANCE OF SECURITIES: Golden River will deliver the
certificates representing the Securities, including the Special
Warrants, the Warrants and Common Stock issuable upon conversion
of the Special Warrants or exercise of the Warrant, to the
Subscriber, on the Closing Date and against release of the
Purchase Price by Phillips Nizer LLP upon such delivery. The
Certificates representing the Securities, delivered pursuant to
this Subscription bear a legend in the following form, unless
such Securities have been registered under the Securities Act of
1933, as amended ("1933 ACT") or where exempted:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR (I) TO THE
COMPANY, (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE
904 OF REGULATION S UNDER THE 1933 ACT, (III) IN COMPLIANCE WITH
THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY
RULE 144 THEREUNDER, IF AVAILABLE, OR (IV) IN COMPLIANCE WITH
ANOTHER EXEMPTION FROM REGISTRATION, IN EACH CASE AFTER PROVIDING
AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE
COMPANY THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER
THE 1933 ACT."
d. If the Certificates representing the Securities have been held
for a period of at least one (1) year and if Rule 144 the 1933
Act, is applicable (there being no representations by Golden
River that Rule 144 is applicable), then the undersigned may make
sales of the Securities only under the terms and conditions
prescribed by Rule 144 of the 1933 Act or Exemptions therefrom.
Golden River shall use commercially reasonable efforts to cause
its legal counsel to deliver an opinion or such other
documentation as may reasonably be required to effect sales of
the Securities under Rule 144.
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2. REPRESENTATIONS AND WARRANTIES: Subscriber hereby represents and warrants
to Golden River:
a. SUBSCRIBER UNDERSTANDS THAT THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES AGENCY.
b. Subscriber is not an underwriter and acquired the Purchased
Securities, solely for investment for its own account and not with a
view to, or for, resale in connection with any distribution of
securities within the meaning of the 1933 Act; and is not being
purchased with a view to or for the resale, distribution, subdivision
or fractionalization thereof; and the undersigned has no contract,
undertaking, understanding, agreement, or arrangement, formal or
informal, with any person to sell, transfer, or pledge to any person
the securities for which it hereby subscribes, or any part thereof;
and it understands that the legal consequences of the foregoing
representations and warranties to mean that it must bear the economic
risk of the investment for an indefinite period of time because the
Purchased Securities have not been registered under the 1933 Act, and,
therefore, may be resold only if registered under the 1933 Act or an
exemption from such registration is available.
c. Subscriber understands the speculative nature and risks of investments
associated with Golden River, and confirms that the Securities would
be suitable and consistent with its investment program and that its
financial position enables Subscriber to bear the risks of this
investment; and that there may not be any public market for the
securities for herein.
d. The Purchased Securities subscribed for herein and the Common Stock
acquirable upon conversion or exercise thereof may not be transferred,
encumbered, sold, hypothecated, or otherwise disposed of to any
person, except in compliance with the 1933 Act and applicable state
securities or "blue sky" laws. Without limiting the generality or
application of any other covenants, representations, warranties or
acknowledgements of the Subscriber respecting resale of the
Securities, if the Subscriber decides to offer, sell or otherwise
transfer any of the Securities, it will not offer, sell or otherwise
transfer any of such Securities directly or indirectly, unless:
the sale is to the Company;
the sale is made outside the United States in a transaction satisfying
the requirements of Regulation S under the 1933 Act and in compliance
with applicable local laws and regulations;
the sale is made pursuant to the exemption from the registration
requirements under the 1933 Act provided by Rule 144 thereunder and in
accordance with any applicable state securities or "blue sky" laws;
the Securities are sold in a transaction that does not require
registration under the 1933 Act or any applicable state laws and
regulations governing the offer and sale of Securities, and it has
prior to such sale furnished to the Company an opinion of counsel to
that effect, which opinion and counsel shall be reasonably
satisfactory to the Company; or
the Securities are registered under the 1933 Act and any applicable
state laws and regulations governing the offer and sale of such
Securities,
and the Subscriber understands that the Company may instruct its
registrar and transfer agent not to record any transfer of the
Securities without first being notified by the Company that it is
satisfied that such transfer is exempt from or not subject to the
registration requirements of the 1933 Act and applicable state
securities laws. Golden River will at its expense use its best efforts
to cause its legal counsel to provide an opinion letter in connection
with the resale of Securities pursuant to an exemption under the 1933
Act.
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e. Golden River is under no obligation, except as stated in Section 4
below, to register or seek an exemption the 1933 Act or any or any
applicable state laws for the Securities, or to cause or permit the
Securities to be transferred in the absence of any such registration
or exemption and that Subscriber herein must hold such Securities
indefinitely unless the Securities are subsequently registered under
1933 Act and applicable state securities laws or an exemption from
registration is available.
f. At the time of subscription, Subscriber reviewed the economic
consequences of the purchase of the Purchased Securities with its
attorney and/or other financial advisor, was afforded access to the
books and records of the Company, conducted an independent
investigation of the business of the Company, and was fully familiar
with the financial affairs of the Company. Subscriber consulted with
its counsel with respect to the 1933 Act and applicable federal and
state securities laws. Company has not provided Subscriber with any
representations, statements, or warranties as to the Securities.
Subscriber has reviewed the term sheet delivered in connection with
this Offering attached hereto as SCHEDULE "D" (the "TERM SHEET"), the
Company's Form 10-KSB for the year ended June 30, 2005 and Form 10-QSB
for the quarter ended March 31, 2006, all of which (other than the
Term Sheet) are filed electronically on EDGAR.
g. Subscriber had the opportunity to ask questions of the Company and
receive additional information from the Company to the extent that the
Company possessed such information, or could acquire it without
unreasonable effort or expense, necessary to evaluate the merits and
risks of an investment in Golden River.
h. Subscriber confirms that it is able (i) to bear the economic risk of
the investment, (ii) to hold the Securities for an indefinite period
of time, and (iii) to afford a complete loss of its investment; and
represents that it has adequate means of providing for its current
needs and possible personal contingencies, and that it has no need for
liquidity in this investment; (iv) this investment is suitable for
Subscriber based upon his investment holdings and financial situation
and needs, and this investment does not exceed ten percent of
Subscriber 's net worth; (v) Subscriber has by reason of its business
or financial experience could be reasonably assumed to have the
capacity to protect its own interests in connection with this
transaction.
i. The Subscriber has not purchased the Purchased Securities as a result
of any form of general solicitation or general advertising, including
advertisements, articles, notices or other communications published in
any newspaper, magazine or similar media or broadcast over radio, or
television, or any seminar or meeting whose attendees have been
invited by general solicitation or general advertising.
j. Subscriber confirms that this transaction is intended to be exempt
from registration under the 1933 Act by virtue of section 4(2) of the
1933 Act and the provisions of Rule 506 of Regulation D promulgated
thereunder, and confirms that it is an "accredited investor" (as that
term is defined under Rule 501(a) as promulgated under Regulation D of
the 1933 Act).
All information which the Subscriber has provided concerning the Subscriber
is correct and complete as of the date set forth below, and if there should
be any change in such information prior to the acceptance of this Agreement
by the Company, the Subscriber will immediately provide such information to
the Company.
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3. COMPANY REPRESENTATIONS, WARRANTIES AND COVENANTS. Golden River represents,
warrants and covenants that, at the Closing Date (an acknowledges that the
Subscriber is relying on such representations, warranties and covenants):
a. each of Golden River and each of its subsidiaries is a valid and
subsisting corporation duly incorporated and in good standing under
the laws of its jurisdiction of incorporation, and Golden River has no
subsidiaries other than as set forth in the Company's annual report on
Form 10-K for the year ended June 30, 2005;
b. each of Golden River and each of its subsidiaries is duly registered
and licensed to carry on business in the jurisdictions in which it
carries on business or owns property where so required by the laws of
that jurisdiction;
c. Golden River and its subsidiaries own, possess or has obtained, and is
operating in compliance with, all governmental, administrative and
third party licenses, permits, certificates, registrations, approvals,
consents and other authorizations (collectively, "PERMITS") necessary
to own or lease (as the case may be) and operate its properties, and
to conduct its businesses or operations as currently conducted, except
such Permits the failure of which to obtain would not have a material
adverse effect on the business, properties, operations, financial
condition or results of operations of Golden River, and neither Golden
River nor any of its subsidiaries has received any notice of
proceedings relating to the revocation, modification or suspension of
any Permits), if such proceedings would have a material adverse effect
on Golden River, or any circumstance which would lead it to believe
that such proceedings are reasonably likely;
d. the business and operations of Golden River and its subsidiaries have
been conducted in accordance with all applicable laws, rules and
regulations of all governmental authorities, except for such
violations which would not, individually or in the aggregate, have a
material adverse effect on the financial condition or business of
Golden River and its subsidiaries;
e. the authorized capital of Golden River consists of 50,000,000 shares
of common stock, of which there were (i) 26,711,630 shares issued and
outstanding as of May 25, 2006 as fully paid and non-assessable shares
(excluding 2,500 treasury shares) and (ii) options and/or warrants to
purchase 21,350,000 shares of common stock. On May 30, 2006, Golden
River filed a definitive information statement with the SEC with
respect to a proposed action by written consent of the holder of a
majority of the outstanding shares of common stock to increase the
number of authorized shares to 100,000,000.
f. Golden River will reserve or set aside sufficient shares of common
stock in its treasury to issue the Securities, and all such Securities
will upon payment of the recited consideration and issuance be duly
and validly issued as fully paid and non-assessable;
g. the issuance of the Securities will not be subject to any pre-emptive
right or other contractual right to purchase securities granted by
Golden River or to which Golden River is bound;
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h. the issue and sale of the Securities by Golden River does not and will
not conflict with, and does not and will not result in a breach of,
any of the terms of its incorporating documents or any agreement or
instrument to which Golden River is a party;
i. the Corporation has complied and will comply fully with the
requirements of all applicable corporate and securities laws in all
matters relating to the Offering;
j. there are no legal or governmental actions, suits, proceedings or
investigations pending or, to Golden River' knowledge, threatened, to
which Golden River or any of its subsidiaries is or may be a party or
of which property owned or leased by Golden River or any of its
subsidiaries is or may be the subject, or related to environmental,
title, discrimination or other matters, which actions, suits,
proceedings or investigations, individually or in the aggregate, could
have a material adverse effect on Golden River;
k. there are no judgments against Golden River or any of its
subsidiaries, if any, which are unsatisfied, nor is Golden River or
any of its subsidiaries, if any, subject to any injunction, judgment,
decree or order of any court, regulatory body, administrative agency
or other governmental body;
l. this Agreement has been or will be by the Closing Date, duly
authorized by all necessary corporate action on the part of Golden
River, and Golden River has full corporate power and authority to
undertake the Private Placement;
m. this Agreement has been duly authorized, executed and delivered by the
Corporation and constitutes a valid and legally binding obligation of
the Company enforceable against it in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or
affecting the rights of creditors generally and except as limited by
the application of equitable principles when equitable remedies are
sought, and by the fact that rights to indemnity, contribution and
waiver, and the ability to sever unenforceable terms, may be limited
by applicable law;
n. neither Golden River nor any of its subsidiaries is in violation of
its organizational or incorporating documents nor in violation of, or
in default under, any lien, mortgage, lease, agreement or instrument,
except for such defaults which would not, individually or in the
aggregate, have a material adverse effect on the financial condition,
properties or business of Golden River or it subsidiaries;
o. subject to the accuracy of the representations and warranties of the
Subscriber contained in this Agreement, the offer, sale and issuance
of the Securities as contemplated by this Agreement are exempt from
the registration requirements of the 1933 Act, from the registration
or qualifications requirements of the state securities or "blue sky"
laws and regulations of any applicable state or other applicable
jurisdiction;
p. Golden River' shares of common stock are quoted for trading on the
National Association of Securities Dealers over-the-counter electronic
bulletin board (the "OTCBB"),
q. no order ceasing, halting or suspending trading in securities of
Golden River nor prohibiting the sale of such securities has been
issued to and is outstanding against Golden River or its directors,
officers or promoters, and, to the best of Golden River knowledge, no
investigations or proceedings for such purposes are pending or
threatened;
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r. neither Golden River nor any subsidiary thereof will have taken any
action which would be reasonably expected to result in the delisting
or suspension of quotation of Golden River' shares of common stock on
or from the OTCBB and Golden River will have complied, in all material
respects, with the rules and regulations of eligibility on the OTCBB;
s. no person, firm or corporation acting or purporting to act at the
request of Golden River is entitled to any brokerage, agency or
finder's fee in connection with the purchase and sale of the
Securities described herein;
t. Golden River is a "reporting issuer" under section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 ACT") and is
not in default of any of the requirements of the 1934 Act;
u. as of their respective filing dates, each report, schedule,
registration statement, information statement and proxy filed by
Golden River with the United States Securities and Exchange Commission
("SEC")(each, an "SEC REPORT" and collectively, the "SEC REPORTS")
(and if any SEC Report filed prior to the date of this Agreement was
amended or superseded by a filing prior to the date of this Agreement,
then also on the date of filing of such amendment or superseding
filing), (i) where required, were prepared in all material respects in
accordance with the requirements of the 1933 Act, or the 1934 Act, as
the case may be, and the rules and regulations promulgated under such
Acts applicable to such SEC Reports, (ii) did not contain any untrue
statements of a material fact and did not omit to state a material
fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and (iii) are
all the forms, reports and documents required to be filed by Golden
River with the SEC since that time. Golden River' subsidiaries are not
required to file any reports or other documents with the SEC. Each set
of audited consolidated financial statements and unaudited interim
financial statements of Golden River (including any notes thereto)
included in the SEC Reports (i) complies as to form in all material
respects with the published rules and regulations of the SEC with
respect thereto, and (ii) have been prepared in accordance with United
States generally accepted accounting principles applied on a
consistent basis (except as may be indicated therein or in the notes
thereto) and fairly present, in all material respects, the financial
position of Golden River as of the dates thereof and the results of
its operations and cash flows for the periods then ended subject, in
the case of the unaudited interim financial statements, to normal
year-end adjustments which were not or are not expected to be material
in amount. To Golden River' knowledge, no events or other factual
matters exist which would require Golden River to file any amendments
or modifications to any SEC Reports which have not yet been filed with
the SEC but which are required to be filed with the SEC pursuant to
the 1933 Act or the 1934 Act;
v. Each SEC Report containing financial statements that has been filed
with or submitted to the SEC since July 31, 2002, was accompanied by
the certifications required to be filed or submitted by Golden River'
chief executive officer and chief financial officer pursuant to the
Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT"); at the time of
filing or submission of each such certification, such certification
was true and accurate and complied with the Sarbanes-Oxley Act and the
rules and regulations promulgated thereunder; such certifications
contain no qualifications or exceptions to the matters certified
therein and have not been modified or withdrawn; and neither Golden
River nor any of its officers has received notice from any
governmental entity questioning or challenging the accuracy,
completeness, form or manner of filing or submission of such
certification;
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w. there is no fact known to Golden River which Golden River has not
publicly disclosed which materially adversely affects, or so far as
Golden River can reasonably foresee, will materially adversely affect,
the assets, liabilities (contingent or otherwise), capital, affairs,
business, prospects, operations or condition (financial or otherwise)
of Golden River or the ability of Golden River to perform its
obligations under this Agreement;
x. Except as disclosed in the SEC Reports, Golden River and its
subsidiaries, if any, have filed all federal state, local and foreign
tax returns which are required to be filed, or have requested
extensions thereof, and have paid all taxes required to be paid by
them and any other assessment, fine or penalty levied against them, to
the extent that any of the foregoing is due and payable, except for
such assessments, fines and penalties which are currently being
contested in good faith; y. Golden River has established on its books
and records reserves which are adequate for the payment of all taxes
not yet due and payable and there are no liens for taxes on the assets
of Golden River or its subsidiaries, if any, except for taxes not yet
due, and there are no audits of any of the tax returns of Golden River
which are known by Golden River' management to be pending, and there
are no claims which have been or may be asserted relating to any such
tax returns which, if determined adversely, would result in the
assertion by any governmental agency of any deficiency which would
have a material adverse effect on the properties, business or assets
of Golden River;
z. is not an "investment company" within the meaning of the Investment
Company Act of 1940;
aa. neither Golden River nor any of its affiliates, nor any person acting
on its or their behalf (i) has made or will make any "directed selling
efforts" (as such term is defined in Regulation S of the 1933 Act) in
the United States, or (ii) has engaged in or will engage in any form
of "general solicitation" or "general advertising" (as such terms are
defined in Rule 502 (c) under Regulation D of the 1933 Act) in the
United States with respect to offers or sales of the Securities;
bb. the Corporation has not, for a period of six months prior to the date
hereof, sold, offered for sale or solicited, and will not for a period
of six months after the Closing Date, offer, sell or solicit, any
offer to buy any of its securities in a manner that would be
integrated with the offer and sale of the Units and would cause the
exemption from registration set forth in Rule 506 of Regulation D or
Rule 903 of Regulation S of the 1933 Act to become unavailable with
respect to the offer and sale of the Securities;
cc. Golden River will cause a favourable legal opinion to be delivered at
Closing by its counsel addressed to the Subscriber with respect to
such matters as the Subscriber may reasonably request relating to this
transaction, acceptable in all reasonable respects to the Subscribers'
counsel, acting reasonably, including to the effect that:
(i) Golden River is existing and in good standing under the laws of
its jurisdiction of incorporation and has all requisite corporate
power and authority to carry on its business as presently carried
on and to own and lease its assets where such assets are owned or
leased;
(ii) Golden River has all necessary corporate capacity and authority
to enter into and perform its obligations under this Agreement
and to issue and sell the Securities;
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(iii) this Agreement and the obligations under the Warrant have been
duly authorized by Golden River and constitute legally binding
obligations upon Golden River and is enforceable in accordance
with their respective terms (subject to the usual
qualifications);
(iv) registration under the 1933 Act of the Securities is not required
for the offer and sale thereof to the Subscriber in accordance
with the provisions of this Agreement; and
(v) such other matters as counsel to the Subscriber may reasonably
require in connection with this Agreement.
dd. the warranties and representations in this section are true and correct and
will remain so as of the Closing Date; and
ee. Golden River shall indemnify, defend and hold the Subscriber (which term
shall, for the purposes of this Section, include the Subscriber or its
shareholders, managers, partners, directors, officers, members, employees,
direct or indirect investors, agents and affiliates and assignees and the
stockholders, partners, directors, members, managers, officers, employees
direct or indirect investors and agents of such affiliates and assignees)
harmless against any and all liabilities, loss, cost or damage, together
with all reasonable costs and expenses related thereto (including
reasonable legal and accounting fees and expenses), arising from, relating
to, or connected with an untrue, inaccurate or breached statement,
representation, warranty or covenant of Golden River contained herein.
Golden River undertakes to notify the Subscriber immediately of any change
in any representation, warranty or other material information relating to
Golden River set forth in this Agreement which takes place prior to the
Closing Date.
4. REGISTRATION RIGHTS
a. Golden River shall prepare and file with the SEC within sixty (60)
calendar days after the Closing Date (the "FILING Deadline") a
registration statement (on Form S-3, SB-1, SB-2, S-1, or other
appropriate registration statement form reasonably acceptable to the
Subscriber) under the 1933 Act (the "REGISTRATION STATEMENT"), at the
sole expense of Golden River (except as specifically provided in
Section yc hereof), in respect of the Subscriber, so as to permit a
public offering and resale of the Common Stock acquirable upon
conversion of the Special Warrants, the Common Stock acquirable upon
exercise of the Warrants and the Common Stock issued as Liquidated
Damages pursuant to section 4.l., below (collectively, the
"REGISTRABLE SECURITIES") in the United States under the 1933 Act by
the Subscriber as selling stockholder and not as underwriter. Golden
River shall use its best efforts to cause such Registration Statement
to become effective as soon as possible thereafter, and within the
earlier of: (i) one hundred twenty (120) calendar days after the
Closing Date (one hundred and fifty (150) calendar days in the event
the SEC shall elect to review the Registration Statement), or (ii)
five (5) calendar days of the SEC clearance to request acceleration of
effectiveness (the "EFFECTIVENESS DEADLINE"). Golden River will notify
the Subscriber of the effectiveness of the Registration Statement (the
"EFFECTIVE DATE") within three (3) Trading Days (days in which the
OTCBB is open for quotation) (each, a "TRADING DAY").
b. Golden River will maintain the Registration Statement or
post-effective amendment filed under this Section 4 effective under
the 1933 Act until the earlier of the date (i) all of the Registrable
Securities have been sold pursuant to such Registration Statement,
(ii) the Subscriber receives an opinion of counsel to Golden River,
which opinion and counsel shall be reasonably acceptable to the
Subscriber, that the Registrable Securities may be sold under the
provisions of Rule 144 without limitation as to volume, (iii) all
Registrable Securities, (or all Common Stock and Warrants, in the case
of Warrants not then exercised) have been otherwise transferred to
persons who may trade the Registrable Securities without restriction
under the 1933 Act, and Golden River has delivered a new certificate
or other evidence of ownership for such Registrable Securities not
bearing a restrictive legend, (iv) all Registrable Securities may be
sold without any time, volume or manner limitations pursuant to Rule
144(k) or any similar provision then in effect under the 1933 Act in
the opinion of counsel to Golden River, which counsel shall be
reasonably acceptable to the Subscriber, (v) Golden River obtains the
written consent of the Subscriber, or (vi) two (2) years from the
Effective Date (the "Effectiveness Period").
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c. All fees, disbursements and out-of-pocket expenses and costs incurred
by Golden River in connection with the preparation and filing of the
Registration Statement and in complying with applicable securities and
"blue sky" laws (including, without limitation, all attorneys' fees of
Golden River, registration, qualification, notification and filing
fees, printing expenses, escrow fees, blue sky fees and expenses and
the expense of any special audits incident to or required by any such
registration) shall be borne by Golden River. The Subscriber shall
bear the cost of underwriting and/or brokerage discounts, fees and
commissions, if any, applicable to the Registrable Securities being
registered and the fees and expenses of its counsel. The Subscriber
and its counsel shall have a reasonable period, not to exceed five (5)
Trading Days, to review the proposed Registration Statement or any
amendment thereto, prior to filing with the SEC. Golden River shall
qualify any of the Registrable Securities for sale in such states as
the Subscriber reasonably designates. However, Golden River shall not
be required to qualify in any state which will require an escrow or
other restriction relating to Golden River and/or the sellers, or
which will require Golden River to qualify to do business in such
state or require Golden River to file therein any general consent to
service of process. Golden River at its expense will supply the
Subscriber with copies of the applicable Registration Statement and
the prospectus included therein and other related documents in such
quantities as may be reasonably requested by the Subscriber.
d. The rights to cause Golden River to register Registrable Securities
granted to the Subscriber by Golden River under this Section 4 may be
assigned in full by a Subscriber in connection with a transfer by such
Subscriber of not less than 500,000 Common Shares or not less than
125,000 Warrants, in either case in a single transaction to a single
transferee purchasing as principal, provided, however, that (i) such
transfer is otherwise effected in accordance with applicable
securities laws; (ii) such Subscriber gives prior written notice to
Golden River; and (iii) such transferee agrees to comply with the
terms and provisions of this Agreement, and such transfer is otherwise
in compliance with this Agreement.
e. If at any time or from time to time after the Effective Date, Golden
River notifies the Subscriber in writing of the existence of a
Potential Material Event (as defined in Section (yf) below), the
Subscriber shall not offer or sell any Registrable Securities or
engage in any other transaction involving or relating to Registrable
Securities, from the time of the giving of notice with respect to a
Potential Material Event until the Subscriber receives written notice
from Golden River that such Potential Material Event either has been
disclosed to the public or no longer constitutes a Potential Material
Event. If a Potential Material Event shall occur prior to the date a
Registration Statement is required to be filed, then Golden River's
obligation to file such Registration Statement shall be delayed
without penalty for not more than thirty (30) calendar days. Golden
River must, if lawful, give the Subscriber notice in writing at least
two (2) Trading Days prior to the first day of the blackout period.
S/A-11 of 20
f. "Potential Material Event" means any of the following: (i) the
possession by Golden River of material information not ripe for
disclosure in a registration statement, as determined in good faith by
the Chief Executive Officer or the Board of Directors of Golden River
that disclosure of such information in a Registration Statement would
be detrimental to the business and affairs of Golden River; or (ii)
any material engagement or activity by Golden River which would, in
the good faith determination of the Chief Executive Officer or the
Board of Directors of Golden River, be adversely affected by
disclosure in a registration statement at such time, which
determination shall be accompanied by a good faith determination by
the Chief Executive Officer or the Board of Directors of Golden River
that the applicable Registration Statement would be materially
misleading absent the inclusion of such information; provided that,
(i) Golden River shall not use such right with respect to the
Registration Statement for more than an aggregate of 90 days in any
12-month period; and (ii) the number of days Golden River is required
to keep the Registration Statement effective shall be extended by the
number of days for which the Corporation shall have used such right..
g. The Subscriber will cooperate with Golden River in all respects in
connection with this Agreement, including timely supplying all
information reasonably requested by Golden River (which shall include
all information regarding the Subscriber and proposed manner of sale
of the Registrable Securities required to be disclosed in any
Registration Statement) and executing and returning all documents
reasonably requested in connection with the registration and sale of
the Registrable Securities and entering into and performing its
obligations under any underwriting agreement, if the offering is an
underwritten offering, in usual and customary form, with the managing
underwriter or underwriters of such underwritten offering. Any delay
or delays caused by the Subscriber, or by any other purchaser of
securities of Golden River having registration rights similar to those
contained herein, by failure to cooperate as required hereunder shall
not constitute a breach or default of Golden River under this
Agreement.
h. Whenever Golden River is required by any of the provisions of this
Agreement to effect the registration of any of the Registrable
Securities under the 1933 Act, Golden River shall (except as otherwise
provided in this Agreement), as expeditiously as possible, subject to
the assistance and cooperation as reasonably required of the
Subscriber with respect to each Registration Statement:
(i) (A) prior to the filing with the SEC of any Registration
Statement (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements
thereto), provide draft copies thereof to the Subscriber and
reflect in such documents all such comments as the Subscriber
(and its counsel), reasonably may propose respecting the Selling
Shareholders and Plan of Distribution sections (or equivalents)
and (B) furnish to the Subscriber such numbers of copies of a
prospectus including a preliminary prospectus or any amendment or
supplement to any prospectus, as applicable, in conformity with
the requirements of the 1933 Act, and such other documents, as
the Subscriber may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities
owned by the Subscriber;
S/A-12 of 20
(ii) register and qualify the Registrable Securities covered by the
Registration Statement under such other securities or blue sky
laws of such jurisdictions as the Subscriber shall reasonably
request (subject to the limitations set forth in Section (b)
above), and do any and all other acts and things which may be
necessary or advisable to enable the Subscriber to consummate the
public sale or other disposition in such jurisdiction of the
securities owned by the Subscriber;
(iii) cause the Registrable Securities to be quoted or listed on each
service on which the Common Stock of Golden River is then quoted
or listed;
(iv) notify the Subscriber, at any time when a prospectus relating
thereto covered by the Registration Statement is required to be
delivered under the 1933 Act, of the happening of any event of
which it has knowledge as a result of which the prospectus
included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the
circumstances then existing, and Golden River shall prepare and
file a curative amendment as promptly as commercially reasonable;
(v) as promptly as practicable after becoming aware of such event,
notify the Subscriber, (or, in the event of an underwritten
offering, the managing underwriters) of the issuance by the SEC
of any stop order or other suspension of the effectiveness of the
Registration Statement at the earliest possible time and take all
lawful action to effect the withdrawal, recession or removal of
such stop order or other suspension; and
(vi) provide a transfer agent and registrar for all securities
registered pursuant to the Registration Statement and a CUSIP
number for all such securities.
j. With respect to any sale of Registrable Securities pursuant to a
Registration Statement filed pursuant to this Section 4, the Subscriber
hereby covenants with Golden River (i) not to make any sale of the
Registrable Securities without effectively causing the prospectus delivery
requirements under the Securities Act to be satisfied and (ii) to notify
Golden River promptly upon disposition of all of the Registrable
Securities.
k. In addition to the registration rights set forth in Section 4(a), if the
Registration Statement filed pursuant to Section 4(a) is not filed within
120 calendar days from the Closing Date, or otherwise declared effective by
the SEC, then the Subscribers shall also have certain "piggy-back"
registration rights as follows:
(i) If at any time after the issuance of the Registrable Securities,
Golden River shall file with the SEC a registration statement under
the 1933 Act registering any shares of equity securities, Golden River
shall give written notice to each Subscriber prior to such filing.
(ii) Within twenty (20) calendar days after such notice from Golden River,
each Subscriber shall give written notice to Golden River whether or
not such Subscriber desires to have all of such Subscriber's
Registrable Securities included in the registration statement. If any
Subscriber fails to give such notice within such period, such
Subscriber shall not have the right to have Subscriber's Registrable
Securities registered pursuant to such registration statement. If any
Subscriber gives such notice, then Golden River shall include such
Subscriber's Registrable Securities in the registration statement, at
Company's sole cost and expense, subject to the remaining terms of
this Section 4(k).
S/A-13 of 20
(iii) If the registration statement relates to an underwritten offering,
and the underwriter shall determine in writing that the total number
of shares of equity securities to be included in the offering,
including the Registrable Securities, shall exceed the amount which
the underwriter deems to be appropriate for the offering, the number
of shares of the Registrable Securities shall be reduced in the same
proportion as the remainder of the shares in the offering and such
participating Subscriber's Registrable Securities included in such
registration statement will be reduced proportionately. For this
purpose, if other securities in the registration statement are
derivative securities, their underlying shares shall be included in
the computation. Each participating Subscriber shall enter into such
agreements as may be reasonably required by the underwriters and each
Subscriber shall pay the underwriters commissions relating to the sale
of their respective Registrable Securities.
(iv) The Subscribers shall have an unlimited number of opportunities to
have the Registrable Securities registered under this Section 4(k)
provided that Golden River shall not be required to register any
Registrable Security or keep any Registration Statement effective
beyond such period required under Section 4(b) of this Agreement.
(v) The Subscriber shall furnish in writing to Golden River such
information as Golden River shall reasonably require in connection
with a registration statement.
l. Golden River acknowledges that there is no adequate remedy at law for
failure by it to comply with the provisions of Section 4 of this Agreement
and that such failure would not be adequately compensable in damages.
Therefore, Golden River agrees that in the event that the Registration
Statement to be filed by Golden River pursuant to paragraph 4(a) above (i)
is not filed with the SEC on or before the Filing Deadline, or (ii) such
Registration Statement is not declared effective by the SEC on or before
the Effectiveness Deadline, then Golden River shall (x) for the period
commencing on the sixty first (61st) day after the Closing Date and on the
first day of each month thereafter until the date that the Registration
Statement is filed and (y) for the period commencing on the one hundred
twenty first (121st) day after the Closing Date (the one hundred fifty
first (151st) day after the Closing Date in the event the SEC shall elect
to review the Registration Statement) Golden River will pay to the
Subscriber as liquidated damages and not as a penalty for such failure (the
"LIQUIDATED DAMAGES"): on the first day of each month thereafter until the
Registration Statement is declared effective by the SEC either: (A) a cash
payment equal to 2% of the Purchase Price or (B) at the sole election of
the Subscriber, shares of Common Stock equal to 2% of the number of shares
of Common Stock purchased by the Subscriber. On either the Filing Deadline,
if the Registration Statement has not be filed, or the Effectiveness
Deadline, if the Registration Statement has not be declared effective,
Golden River will provide written notice of failure to the Subscriber and
promptly pay the Subscriber the Liquidated Damages (a "DEFAULT NOTICE").
Golden River and the Subscriber agree that the agreements contained in such
Section 4 may be specifically enforced, and the Liquidated Damages are in
addition to any other rights or remedies the Subscriber may have at law or
in equity, including without limitation, the right of rescission. Golden
River shall indemnify and hold harmless the Subscriber from and against any
and all manner or loss which it may incur as a result of such failure. In
addition, Golden River shall also reimburse the Subscriber for any and all
reasonable legal fees and expenses incurred by it in enforcing their rights
pursuant to Section 4, regardless of whether any litigation was commenced.
S/A-14 of 20
5. INDEMNITY AND CONTRIBUTION
a. Golden River agrees to indemnify and hold harmless each Subscriber, their
respective officers, directors, employees, partners, legal counsel and
accountants, and each person controlling such Subscriber within the meaning
of Section 15 of the 1933 Act, and each person who controls any underwriter
within the meaning of Section 15 of the 1933 Act, from and against any
losses, claims, damages, expenses or liabilities (or actions or proceedings
in respect thereof) to which such Subscriber or such other indemnified
person may become subject (including in settlement of litigation, whether
commenced or threatened) insofar as such losses, claims, damages, expenses
or liabilities (or actions or proceedings in respect thereof) arise out of,
or are based upon, any untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact in
the Registration Statement, including all documents filed as a part thereof
and information deemed to be a part thereof, on the effective date thereof,
or any amendment or supplements thereto, or arise out of any failure by
Golden River to fulfill any undertaking or covenant included in the
Registration Statement or to perform its obligations hereunder or under
applicable law and Golden River will, as incurred, reimburse such
Subscriber, each of its respective officers, directors, employees,
partners, legal counsel and accountants, and each person controlling such
Subscriber, and each person who controls any such underwriter, for any
legal or other expenses reasonably incurred in investigating, defending or
preparing to defend, settling, compromising or paying such action,
proceeding or claim; provided, however, that Golden River shall not be
liable in any such case to the extent that such loss, claim, damage,
expense or liability (or action or proceeding in respect thereof) arises
out of, or is based upon, (i) the failure of any Subscriber, or any of
their agents, affiliates or persons acting on their behalf, to comply with
the covenants and agreements contained in this Agreement with respect to
the sale of Registrable Securities, (ii) an untrue statement or omission in
such Registration Statement in reliance upon and in conformity with written
information furnished to Golden River by an instrument duly executed by or
on behalf of the Subscriber, or any of its agents, affiliates or persons
acting on its behalf, and stated to be specifically for use in preparation
of the Registration Statement and not corrected in a timely manner by the
Subscriber in writing or (iii) an untrue statement or omission in any
prospectus that is corrected in any subsequent prospectus, or supplement or
amendment thereto, that was delivered to the Subscriber prior to the
pertinent sale or sales by such Subscriber and not delivered by the
Subscriber to the individual or entity to which it made such sale(s) prior
to such sale(s).
b. The Subscriber agrees to indemnify and hold harmless Golden River from and
against any losses, claims, damages, expenses or liabilities (or actions or
proceedings in respect thereof) to which Golden River may become subject
(under the 1933 Act or otherwise) insofar as such losses, claims, damages,
expenses or liabilities (or actions or proceedings in respect thereof)
arise out of, or are based upon (i) the failure of the Subscriber or any of
its agents, affiliates or persons acting on its behalf, to comply with the
covenants and agreements contained in this Agreement with respect to the
sale of Registrable Securities; or (ii) an untrue statement or alleged
untrue statement of a material fact or omission to state a material fact in
the Registration Statement in reliance upon and in conformity with written
information furnished to Golden River by an instrument duly executed by or
on behalf of such Subscriber and stated to be specifically for use in
preparation of the Registration Statement; provided, however, that the
Subscriber shall not be liable in any such case for (i) any untrue
statement or alleged untrue statement or omission in any prospectus or
Registration Statement which statement has been corrected, in writing, by
such Subscriber and delivered to Golden River before the sale from which
such loss occurred; or (ii) an untrue statement or omission in any
prospectus that is corrected in any subsequent prospectus, or supplement or
amendment thereto, that was delivered to the Subscriber prior to the
pertinent sale or sales by the Subscriber and delivered by the Subscriber
to the individual or entity to which it made such sale(s) prior to such
sale(s), and the Subscriber, severally and not jointly, will, as incurred,
reimburse Golden River for any legal or other expenses reasonably incurred
in investigating, defending or preparing to defend any such action,
proceeding or claim. Notwithstanding the foregoing, the Subscriber shall
not be liable or required to indemnify Golden River in the aggregate for
any amount in excess of the net amount received by the Subscriber from the
sale of the Registrable Securities, to which such loss, claim, damage,
expense or liability (or action proceeding in respect thereof) relates.
S/A-15 of 20
c. Promptly after receipt by any indemnified person of a notice of a claim or
the beginning of any action in respect of which indemnity is to be sought
against an indemnifying person pursuant to this Section 5, such indemnified
person shall notify the indemnifying person in writing of such claim or of
the commencement of such action and, subject to the provisions hereinafter
stated, in case any such action shall be brought against an indemnified
person, the indemnifying person shall be entitled to participate therein,
and, to the extent that it shall wish, to assume the defense thereof. After
notice from the indemnifying person to such indemnified person of the
indemnifying person's election to assume the defense thereof, the
indemnifying person shall not be liable to such indemnified person for any
legal expenses subsequently incurred by such indemnified person in
connection with the defense thereof; provided, however, that if there
exists or shall exist a conflict of interest that would, in the opinion of
counsel to the indemnified party, make it inappropriate under applicable
laws or codes of professional responsibility for the same counsel to
represent both the indemnified person and such indemnifying person or any
affiliate or associate thereof, the indemnified person shall be entitled to
retain its own counsel at the expense of such indemnifying person;
provided, further, that the indemnifying person shall not be obligated to
assume the expenses of more than one counsel to represent all indemnified
persons. In the event of such separate counsel, such counsel shall agree to
reasonably cooperate.
d. If the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages, expenses or
liabilities (or actions or proceedings in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages, expenses or liabilities (or actions or proceedings in respect
thereof) in such proportion as is appropriate to reflect the relative fault
of Golden River on the one hand and the Subscriber, or its agents,
affiliates or persons acting on its behalf, on the other in connection with
the statements or omissions which resulted in such losses, claims, damages,
expenses or liabilities (or actions or proceedings in respect thereof), as
well as any other relevant equitable considerations. The relative fault
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by Golden
River on the one hand or the Subscriber, or its agents, affiliates or
persons acting on its behalf, on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. Golden River and the Subscriber agree
that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by any other method of allocation which does
not take into account the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages, expenses or liabilities (or
actions or proceedings in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. In any event, the Subscriber
shall not be liable or required to contribute to Golden River in the
aggregate for any amount in excess of the net amount received by the
Subscriber from the sale of its Registrable Securities.
S/A-16 of 20
6. GOVERNING LAW: This Subscription Agreement shall be binding upon the
parties hereto, their heirs, executors, successors, and legal
representatives. The laws of the State of Delaware shall govern the rights
of the parties as to this Agreement.
7. INDEMNIFICATION: Subscriber acknowledges that it understands the meaning
and legal consequences of the representations and warranties contained
herein, and it hereby agrees to indemnify and hold harmless Golden River
and any other person or entity relying upon such information thereof from
and against any and all loss, damage or liability due to or arising out of
a breach of any representation, warranty, or acknowledgement of Subscriber
contained in this Agreement.
8. NONASSIGNABILITY: Except as otherwise expressly provided herein, this
Agreement may not be assigned by Subscriber.
9. ENTIRE AGREEMENT: This instrument and the documents referenced herein
contain the entire agreement among the parties with respect to the
acquisition of the shares and the other transactions contemplated hereby,
and there are no representations, covenants or other agreements except as
stated or referred to herein.
10. AMENDMENT: This Agreement may be amended or modified only by a writing
signed by the party or parties to be charged with such amendment or
modification.
11. BINDING ON SUCCESSORS: All of the terms, provisions and conditions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors, and legal representatives.
12. TITLES: The titles of the sections of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement.
13. COUNTERPARTS: This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall be deemed
an original and all of which taken together shall constitute one and the
same document, notwithstanding that all parties are not signatories to the
same counterpart.
S/A-17 of 20
14. SEVERABILITY: The unenforceability or invalidity of any provision of this
Agreement shall not affect the enforceability or validity of the balance of
this Agreement.
15. DISCLOSURE REQUIRED UNDER STATE LAW: The offering and sale of the
Securities is intended to be exempt from registration under the securities
laws of certain states. Subscribers who reside or purchase the Securities
may be required to make additional disclosures by the securities laws of
various states and agrees to provide such additional disclosures as
requested by Golden River upon written request.
16. NOTICES: All notices or other communications hereunder (except payment)
shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail postage
prepaid, or by Express Mail Service or similar courier, addressed as
follows:
If to Subscriber: At the address designated on the signature
page of this Agreement.
If to the Company: GOLDEN RIVER RESOURCES CORPORATION
Level 8
580 St Kilda Road
Melbourne Victoria 3004
Australia
17. TIME OF THE ESSENCE: Time shall be of the essence of this Agreement in all
respects.
18. FACSIMILE AND COUNTERPART SUBSCRIPTIONS: Golden River shall be entitled to
rely on delivery of a facsimile copy of this Agreement executed by the
subscriber, and acceptance by Golden River of such executed Agreement shall
be legally effective to create a valid and binding agreement between the
Subscriber and Golden River in accordance with the terms hereof. In
addition, this Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute one and the
same document.
19. FUTURE ASSURANCES: Each of the parties hereto will from time to time
execute and deliver all such further documents and instruments and do all
acts and things as the other party may, either before or after the Closing,
reasonably require to effectively carry out or better evidence or perfect
the full intent and meaning of this Agreement.
SUBSCRIBER HEREBY DECLARES AND AFFIRMS THAT IT HAS READ THE WITHIN AND FOREGOING
SUBSCRIPTION AGREEMENT, IS FAMILIAR WITH THE CONTENTS THEREOF AND AGREES TO
ABIDE BY THE TERMS AND CONDITIONS THEREIN SET FORTH, AND KNOWS THE STATEMENTS
THEREIN TO BE TRUE AND CORRECT.
IN WITNESS WHEREOF, Subscriber executed this Agreement this 9th day of June,
2006.
SUBSCRIBER:
RAB SPECIAL SITUATIONS (MASTER) FUND LIMITED
By:*
--------------------------------------------------------------
Title:
--------------------------------------------------------------
S/A-18 of 20
* By the foregoing signature, I hereby certify to GOLDEN RIVER RESOURCES
CORPORATION that I am duly empowered and authorized to provide the foregoing
information.
Delivery Instructions
- --------------------------------------------------------------------------------
Subscriber Information Registration Information
---------------------- ------------------------
Registration of the certificates representing
the Securities should be made exactly as
follows (if space is insufficient, attach a
list):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Delivery of Certificates
------------------------
The certificates representing the Common Shares are to be delivered as follows
(if different from the address(es) set forth above):
----------------------------------
Street Address:
----------------------------------
City, State, Postal/Zip Code:
----------------------------------
Contact Name/Phone No.:
----------------------------------
- --------------------------------------------------------------------------------
S/A-19 of 20
This Subscription Agreement is hereby accepted by the Company this 9th day of
June, 2006
GOLDEN RIVER RESOURCES CORPORATION
By:
------------------------------------
Title:
---------------------------------
S/A-20 of 20
SCHEDULE 1.A.
WIRE INSTRUCTIONS FOR PHILLIPS NIZER LLP
Sterling National Bank
650 Fifth Avenue
New York, New York 10019
For the account of Phillips Nizer LLP
ABA # 026007773
ACCOUNT # 03132359-01
SCHEDULE "A"
SPECIAL WARRANT CERTIFICATE
SCHEDULE "B"
WARRANT CERTIFICATE
SCHEDULE "C"
OFFICER'S CERTIFICATE
TO: RAB SPECIAL SITUATIONS (MASTER) FUND LIMITED ("SUBSCRIBER")
This Officer's Certificate ("CERTIFICATE") required to be delivered to the
Subscriber at closing in connection with the subscription of special warrants
and warrants (collectively, the "SECURITIES" of Golden River Resources
Corporation, a Delaware corporation (the "CORPORATION"), pursuant to the terms
and conditions of the Subscription Agreement (the "SUBSCRIPTION AGREEMENT")
between the Corporation and the Subscriber.
Terms that are capitalized in this Certificate and that are not otherwise
defined in this Certificate have the same meaning ascribed to them in the
Subscription Agreement.
A. The Closing Date shall be June __, 2006 (the "CLOSING DATE").
B. I, ________________, Chief Executive Officer of the Corporation,
hereby certify, not in my personal capacity but as an officer of the
Corporation, for and on behalf of the Corporation as follows:
1. As Chief Executive Officer of the Corporation, I am fully familiar
with the assets, liabilities, business and affairs of the Corporation
and have conducted such inquiries and verified such facts, as I have
considered necessary for the purposes of executing this Certificate.
2. The Corporation has in all material respects performed or complied
with all covenants, agreements and conditions contained in the
Subscription Agreement.
3. The representations and warranties of the Corporation contained in the
Subscription Agreement except for representations and warranties that
speak as of a specific date) are true and correct as of the date of
this Certificate.
4. As of the Closing Date (and including the securities issued by the
Corporation in connection with the Offering), the Corporation's
authorized capital (including common stock, preferred stock, options,
warrants, convertible debt and other securities) is as set forth on
EXHIBIT A attached hereto.
DATED as of the ______ day of June 2006.
EXHIBIT A TO OFFICER'S CERTIFICATE
CAPITALIZATION
SCHEDULE "D"
TERM SHEET