UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Golden River Resources Corporation
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Golden River Resources Corporation
A Delaware Corporation
Level 8, 580 St Kilda Road, Melbourne
Victoria 3004, Australia
PO Box 6315, St Kilda Road Central
Melbourne, Victoria 8008, Australia
Telephone: +61 3 8532 2860
Facsimile: +61 3 8532 2805
Email: investor@goldenriverresources.com
TO OUR STOCKHOLDERS:
You are cordially invited to attend our 2008 Annual Stockholders' Meeting to be
held at Club Room 2, 9th Floor, Sebel Albert Park, 65 Queens Road Melbourne
Victoria 3004 Australia on November 27, 2008, at 11.30 a.m.
We have attached a Notice of Annual Meeting of Stockholders and Proxy Statement
that discuss the matters to be presented at the meeting.
At this year's meeting, we will be asking our stockholders to elect Joseph Isaac
Gutnick, David Stuart Tyrwhitt, Peter James Lee and Mordechai Zev Gutnick as
directors.
We hope that you will come to the Annual Meeting in person. Even if you plan to
come, we strongly encourage you to vote now. Instructions on voting by facsimile
or mail are shown on your proxy and in the Proxy Statement. If for any reason
you desire to revoke your proxy, you can do so at any time before it is voted.
Your vote is important and will be greatly appreciated.
If you have any questions about the matters to be voted on at the Annual Meeting
or you need help voting your shares, please contact me at (613) 8532 2860 or
peter@goldenriverresources.com
/s/ Peter Lee
Peter Lee
Secretary
GOLDEN RIVER RESOURCES CORPORATION
NOTICE OF 2008 ANNUAL MEETING OF STOCKHOLDERS
Time
11.30am. on November 27, 2008
Place
Club Room 2, 9th Floor, Sebel Albert Park, 65 Queens Road, Melbourne Victoria
3004 Australia
Purposes
To elect four members of the Board of Directors to serve a one year term.
To transact any other business that properly comes before the Meeting or any
adjournment of the Meeting.
Record Date
You can vote if you were a stockholder of record at the close of business on
October 17, 2008.
By order of the Board of Directors
/s/ Peter Lee
Peter Lee
Secretary
October 26, 2008
Melbourne, Victoria, Australia
HOW TO VOTE
Your vote is important. You may vote by using a traditional proxy card and
returning it to us by mail to BNY Mellon Shareowner Services, Proxy Processing,
PO Box 3862 S. Hackensack, NJ, 07606 - 9562, USA.
LEGEND INTERNATIONAL HOLDINGS, INC.
Proxy Statement
Table Of Contents Page
General Information about the Solicitation 1
Election of Directors 3
Executive Compensation 10
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 16
Certain Relationships and Related Transactions 22
Requirements, Including Deadlines, for Submission of Stockholder
Proposals and Nominations of Directors 22
Independent Auditors 23
Other Matters 1
PROXY STATEMENT
GENERAL INFORMATION ABOUT THE SOLICITATION
We are sending you these proxy materials in connection with the solicitation by
the Board of Directors of Golden River Resources Corporation (OTCBB: GORV) of
proxies to be used at Golden River Resources Annual Meeting of Stockholders to
be held on November 27, 2008, and at any adjournment or postponement of the
Meeting. "We", "our", "us" and the "Company" all refer to Golden River
Resources. The proxy materials are first being mailed on or about October 27,
2008.
Who may vote
You will only be entitled to vote at the Annual Meeting if our records show that
you held your shares on October 17, 2008. At the close of business on October
17, 2008, a total of 26,711,130 shares of our common stock were outstanding and
entitled to vote. Each share of common stock has one vote.
How to vote
If your shares are held by a broker, bank or other nominee, it will send you
instructions that you must follow to have your shares voted at the Annual
Meeting. If you hold your shares in your own name as a record holder, you may
instruct the proxy agents how to vote your shares as described below.
Vote by mail
If you choose to vote by facsimile or mail, simply mark your proxy, date and
sign it, and return it to us in the envelope provided. If the envelope is
missing, please mail your completed proxy card to BNY Mellon Shareowner
Services, Proxy Processing, PO Box 3862 S. Hackensack, NJ, 07606 - 9562, USA.
Voting at the Annual Meeting
The method by which you vote will not limit your right to vote at the Annual
Meeting if you decide to attend in person. If your shares are held in the name
of a bank, broker or other holder of record, you must obtain a proxy, executed
in your favor, from the holder of record to be able to vote at the Meeting.
All shares that have been properly voted and not revoked will be voted at the
Annual Meeting. If you sign and return your proxy card but do not give voting
instructions, the shares represented by that proxy will be voted as recommended
by the Board of Directors.
How to revoke your proxy
You may revoke your proxy at any time before it is voted. If you are a record
stockholder, you may revoke your proxy in any of the following ways:
o by giving notice of revocation at the Annual Meeting.
o by timely delivery of written instruction revoking your proxy to the
BNY Mellon Shareowner Services, Proxy Processing, PO Box 3862 S.
Hackensack, NJ, 07606 - 9562, USA
o by voting in person at the Annual Meeting.
How votes will be counted
The Annual Meeting will be held if a quorum, consisting of a majority of the
outstanding shares of common stock entitled to vote, is represented at the
Meeting. If you have returned a valid proxy or are a record holder and attend
the Meeting in person, your shares will be counted for the purpose of
determining whether there is a quorum, even if you wish to abstain from voting
on some or all matters introduced. Abstentions and broker "non-votes" are also
counted in determining whether a quorum is present. A "broker non vote" occurs
when a broker, bank or nominee that holds shares for a beneficial owner does not
vote on a particular proposal because it does not have discretionary voting
power for that proposal and has not received voting instructions from the
beneficial owner.
1
If a quorum is not present at the Annual Meeting, a majority of the shares
present, in person or by proxy, has the power to adjourn the Meeting from time
to time until a quorum is present. Other than announcing at the Annual Meeting
the time and place of the adjourned Meeting, no notice of the adjournment will
be given to stockholders unless required because of the length of the
adjournment.
Directors will be elected by a plurality of the votes cast at the Meeting.
Abstentions and broker "non-votes" are not counted in the election of directors
or the approval of any other matter.
List of stockholders
The names of stockholders of record entitled to vote at the Annual Meeting will
be available at the Annual Meeting and for ten days prior to the Meeting for any
purpose germane to the Meeting, between the hours of 9.00 a.m. and 5.00 p.m., at
our principal executive offices at Level 8, 580 St Kilda Road Melbourne Victoria
3004 Australia.
Cost of this proxy solicitation
We will pay the cost of preparing, assembling and mailing the notice of meeting,
proxy statement and enclosed proxy card. In addition to the use of mail, our
employees may solicit proxies personally and by telephone. Our employees will
receive no compensation for soliciting proxies other than their regular
salaries. We may request banks, brokers and other custodians, nominees and
fiduciaries to forward copies of the proxy materials to their principals and to
request authority for the execution of proxies. We may reimburse such persons
for their expenses incurred in connection with these activities.
2
PROPOSAL 1
ELECTION OF DIRECTORS
General
Our By-laws provide that the number of Directors of the Company initially shall
be six and that the number of directors which shall thereafter constitute the
whole Board shall be determined by the Board of Directors. The Board has
determined that the number of Directors constituting the whole Board shall be
four.
Directors need not be stockholders of the Company or residents of the State of
Delaware. Directors are elected for an annual term and generally hold office
until the next Directors have been duly elected and qualified. Directors may
receive compensation for their services as determined by the Board of Directors.
A vacancy on the Board may be filled by the remaining Directors even though less
than a quorum remains. A Director appointed to fill a vacancy remains a Director
until his successor is elected by the Stockholders at the next annual meeting of
Shareholder or until a special meeting is called to elect Directors.
Our Board of Directors currently has four members who hold office for a period
of one year.
Your proxy will be voted FOR the election of the four nominees named below,
unless you withhold authority to vote for any or all of the nominees. Management
has no reason to believe that a nominee will be unwilling or unable to serve as
a director. However, if a nominee is unwilling or unable to serve, your proxy
will be voted for another nominee designated by our Board of Directors.
Director nominees
The following are management's director nominees
Name Director Since
Joseph Isaac Gutnick March 1988
David Stuart Tyrwhitt November 1996
Peter James Lee February 1996
Mordechai Zev Gutnick September 2005
Directors and executive officers
The following table lists our directors and executive officers.
Name Age Position(s) Currently Held with the Company
Joseph Gutnick 56 Chairman of the Board, President, Chief
Executive Officer and Director
David Tyrwhitt 70 Vice President and Director
Peter Lee 51 Director, Secretary and Chief Financial Officer
Mordechai Gutnick 30 Director
Biographical information provided to us by our directors and executive officers
is as follows.
JOSEPH GUTNICK
Mr Gutnick has been Chairman of the Board, President and Chief Executive
Officer since March, 1988. He has been a Director of numerous public listed
companies in Australia specialising in the mining sector since 1980, is
currently Chairman of the Board, President and Chief Executive Officer of Legend
International Holdings Inc, a company listed on the over the counter market in
the USA; a Director of Quantum Resources Limited and President and Chief
Executive Officer of Northern Capital Resources and Yahalom International
Resources Corp. Mr. Gutnick was previously Executive Chairman of Tahera
Corporation, a company that is listed on Toronto Stock Exchange from May 2000 to
October 2003 and has previously been a Director of the World Gold Council. He is
a Fellow of the Australasian Institute of Mining & Metallurgy and the Australian
Institute of Management and a Member of the Australian Institute of Company
Directors.
3
DAVID TYRWHITT
Dr Tyrwhitt was appointed a Director in March 2005. He is a geologist,
holding a Bachelor of Science and PhD degrees and has 46 years experience in
mineral exploration and management development and operation of gold mines in
Australia. Dr Tyrwhitt has been a Director of numerous public listed companies
in Australia in the mining industry and is currently a Director of Hawthorn
Resources Limited, and Quantum Resources Limited and has also been a Director of
Legend International Holdings, Inc, a Delaware corporation (LGDI.OB) since 2005
and Northern Capital Resources Corp., a Nevada corporation since 2008.
PETER LEE
Mr Lee has been Chief Financial Officer and Secretary since August 1989
and was appointed a Director in February 1996 and Secretary in 1996. Mr Lee is a
Member of the Institute of Chartered Accountants in Australia, a Fellow of
Chartered Secretaries Australia Ltd., a member of the Society of Corporate
Secretaries and Governance Professionals in the USA; a Member of the Australian
Institute of Company Directors and holds a Bachelor of Business (Accounting)
from Royal Melbourne Institute of Technology. Mr. Lee has been the Chief
Financial Officer and Secretary of Legend International Holdings, Inc since
2005. He has over 25 years commercial experience and is currently Chief
Financial Officer, General Manager Corporate and Company Secretary of several
listed public companies in Australia and in the USA.
MORDECHAI GUTNICK
On September 14, 2005, Mr Mordechai Zev Gutnick was elected a non-executive
Director. Mr Mordechai Gutnick is a businessman and long-term investor in the
mining industry. He is also a Director Quantum Resources Limited (May 2003 to
current) and has been a director of several listed public companies in
Australia. Mr M Z Gutnick has been appointed to the Audit and Remuneration
Committee's, effective September 14, 2005. Mr Mordechai Gutnick is the son of Mr
Joseph Gutnick.
Executive officers of Golden River Resources are appointed by the Board of
Directors and serve at the discretion of the Board, subject to the terms of
applicable employment agreements. Except as set forth above, there are no family
relationships among any of the directors or executive officers of Golden River
Resources.
Board, Audit Committee and Remuneration Committee Meetings
Our Board of Directors consists of four members, of whom two have been, and
continue to be, independent under applicable regulations. During fiscal 2008,
our Board of Directors met three times. The Board of Directors also uses
resolutions in writing to deal with certain matters and during fiscal 2008,
three resolutions in writing were signed by all Directors.
4
We do not have a nominating committee. Historically our entire Board has
selected nominees for election as directors. The Board believes this process has
worked well thus far particularly since it has been the Board's practice to
require unanimity of Board members with respect to the selection of director
nominees. In determining whether to elect a director or to nominate any person
for election by our stockholders, the Board assesses the appropriate size of the
Board of Directors, consistent with our bylaws, and whether any vacancies on the
Board are expected due to retirement or otherwise. If vacancies are anticipated,
or otherwise arise, the Board will consider various potential candidates to fill
each vacancy. Candidates may come to the attention of the Board through a
variety of sources, including from current members of the Board, stockholders,
or other persons. The Board of Directors has not yet had the occasion to, but
will, consider properly submitted proposed nominations by stockholders who are
not directors, officers, or employees of Golden River Resources on the same
basis as candidates proposed by any other person. Stockholders can make
proposals as provided below under the caption "Requirements, Including
Deadlines, for Submission of Stockholder Proposals and Nominations of
Directors."
Audit Committee:
Dr David Tyrwhitt and Mr. Mordechai Gutnick constitute our Audit Committee. It
is the opinion of the Board of Directors that each of them is an independent
director as defined in Rule 10A-3 of the Securities Exchange Act of 1934. In
addition, the Board believes that Mr Tyrwhitt would meet the director
independence requirements of the Nasdaq Stock Market if we were listed on such
Market, but that Mr. Mordechai Gutnick would not meet such Nasdaq independence
requirements in light of his family relationship with Mr. Joseph Gutnick who is
our Chief Executive Officer. Our Audit Committee does not include a "financial
expert" as defined in Item 401 (e) of Regulation S-B. The Company only has two
independent Directors and neither of these independent Directors has a finance
background. The Audit Committee met once during fiscal 2007 and the Chair of the
Audit Committee met with the external auditors on three occasions during fiscal
2007 in respect to quarterly reports prior to the reports being filed.
The Board's current written charter for its Audit Committee is a statement
attached as Annex A to this proxy statement.
Code of Ethics
We have adopted a Code of Conduct and Ethics and it applies to all Directors,
Officers and employees. A copy of the Code of Conduct and Ethics is posted on
our website and we will provide a copy to any person without charge. If you
require a copy, you can download it from our website or alternatively, contact
us by facsimile or email and we will send you a copy.
Report of the Audit Committee
Management is responsible for Golden River Resources' financial reporting
process, including its system of internal control, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. Golden River Resources' independent auditors are
responsible for auditing those financial statements.
In performing our oversight duties we rely on management's representation that
the financial statements have been prepared with integrity and objectivity and
in conformity with accounting principles generally accepted in the United
States. We also rely on the representations of the independent auditors included
in their report on Golden River Resources' financial statements.
Our oversight does not provide us with an independent basis to determine that
management has maintained appropriate accounting and financial reporting
principles or policies, or appropriate internal controls and procedures.
Furthermore, our contacts with management and the independent auditors do not
assure that:
o Golden River Resources' financial statements are presented in accordance
with generally accepted accounting principles,
5
o the audit of Golden River Resources' financial statements has been carried
out in accordance with generally accepted auditing standards or
o Golden River Resources' independent accountants are in fact "independent."
In connection with the inclusion of the audited financial statements in Golden
River Resources' 2008 annual report on Form 10-K, the Audit Committee:
o reviewed and discussed the audited financial statements with management,
o discussed with our independent auditors the materials required to be
discussed by SAS 61,
o reviewed the written disclosures and the letter from our independent
auditors required by Independent Standards Board Standard No. 1 and
discussed with our independent auditors their independence, and
o based on the foregoing review and discussion, recommended to the Board of
Directors that the audited financial statements be included in Golden
River Resources' 2008 annual report on form 10-K.
David S Tyrwhitt, Audit Committee Chairman
Mordechai Gutnick, Audit Committee Member
Remuneration Committee
The Board has a Remuneration (i.e. compensation) Committee comprised of two
independent directors. During fiscal 2008, the Remuneration Committee did not
meet. The Remuneration Committee does not have a charter. The purpose of the
Remuneration Committee is to recommend to the Board of Directors, for its
determination, the compensation of the Company's chief executive officer and
other executive officers.
Stockholder Communications with the Board
Stockholders who wish to communicate with the Board of Directors should send
their communications to the Chairman of the Board at the address listed below.
The Chairman of the Board is responsible for forwarding communications to the
appropriate Board members.
Mr. Peter Lee
Golden River Resources Corporation.
PO Box 6315
St Kilda Road Central
Melbourne, Victoria 8008
Australia
Annual Meeting Attendance
The Company encourages all Directors to attend the Annual Meeting of
Stockholders either in person or by telephone.
6
EXECUTIVE COMPENSATION
The following table sets forth the annual salary, bonuses and all other
compensation awards and pay outs on account of our Chief Executive Officer for
services rendered to us during the fiscal years ended June 30, 2008, 2007 and
2006. No other executive officer received more than US$100,000 per annum during
this period.
Summary Compensation Table
-------------------- ------ ---------- -------- ------- ---------- ---------- -------------- ------- --------
Name and Principal Year Salary Bonus Stock Option Non-Equity Change in All Total
Position (A$) (A$) Awards Awards Incentive Pension Value Other (A$)
(A$) (A$) Plan and Compen
Compensation Nonqualified -sation
(A$) Deferred (A$)
Compensation
Earnings (A$)
-------------------- ------ ---------- -------- ------- ---------- ---------- -------------- ------- --------
Joseph Gutnick, 2008 93,748 - - - - - 8,437 102,185
Chairman of the 2007 111,285 - - 226,000 - - - 371,285
Board, President 2006 114,281 - - - - - - 114,281
and CEO
(1)(2)(3)(4)
-------------------- ------ ---------- -------- ------- ---------- ---------- -------------- ------- --------
1. The amounts listed were paid by us to AXIS, which provides the services of
Mr. J I Gutnick and Mr Lee as well as certain other officers and employees
to the Company.
2. Excludes options granted to Kerisridge Pty Ltd and Fast Knight Nominees
Pty Ltd of which Mr JI Gutnick is a Director and Shareholder (see Item 13
- Certain Relationships and Related Party Transactions)
3. Includes amounts paid by AXIS to an accumulation superannuation plan on
behalf of Joseph Gutnick.
4. Includes 500,000 options that have vested and 666,666 options that vest on
October 19, 2007, 666,667 options that vest on October 19, 2008 and
666,667 options that vest on October 19, 2009.
For additional information about the Service Agreement and the Consulting
Agreement see "Item 1 - Business - Employees" and "Item 12 - Certain
Relationships and Related Transactions".
We have a policy that we will not enter into any transaction with an
officer, Director or affiliate of the Company or any member of their families
unless the transaction is approved by the Audit Committee and the Audit
Committee determines that the terms of the transaction are no less favourable to
us than the terms available from non-affiliated third parties or are otherwise
deemed to be fair to the Company at the time authorised.
Outstanding Equity Awards at Fiscal Year-End
Option Awards Stock Awards
Name Number of Number of Equity Option Option Number Market Equity Equity
Securities Securities Incentive Exercise Expiration of Value Incentive Incentive
Underlying Underlying Plan Price ($) Date Shares of Plan Plan
Unexercised Unexercised Awards: or Shares Awards: Awards:
Options (#) Options (#) Number of Units or Number Market
Exercisable Unexercisable Securities of Units of or
Underlying Stock of Unearned Payout
Unexercised That Stock Shares, Value of
Unearned Have That Units or Unearned
Options (#) Not Have Other Shares,
Vested Not Rights Units or
(#) Vested That Other
($) Have Not Rights
Been That
Vested Have Not
(#) Vested
($)
Joseph - - 500,000 US$1.00 10/15/14 - - - -
Gutnick, - - 2,000,000 US$0.3084 10/19/11 - - - -
Chairman
of the
Board,
President
and CEO
7
2004 Stock Option Plan
The 2004 Plan provides for the granting of options. The maximum number of
shares available for awards is 10% of the issued and outstanding shares of
common stock on issue at any time (on a fully diluted basis). If an option
expires or is cancelled without having been fully exercised or vested, the
remaining shares will generally be available for grants of other awards.
The 2004 Plan is administered by the Remuneration Committee of the Board
comprised solely of directors who are not employees or consultants to Golden
River Resources or any of its affiliated entities.
Any employee, director, officer, consultant of or to Golden River
Resources or an affiliated entity (including a company that becomes an
affiliated entity after the adoption of the 2004 Plan) is eligible to
participate in the 2004 Plan if the Committee, in its sole discretion,
determines that such person has contributed significantly or can be expected to
contribute significantly to the success of Golden River Resources or an
affiliated entity. During any one year period, no participant is eligible to be
granted options to purchase more than 5% shares of our issued and outstanding
common stock or, if they provide investor relations activities or are a
consultant to the Company, 2% of the issued and outstanding shares of common
stock in any 12 month period.
Options granted under the 2004 Plan are to purchase Golden River Resources
common stock. The term of each option will be fixed by the Remuneration
Committee, but no option will be exercisable more than 10 years after the date
of grant. The option exercise price is fixed by the Remuneration Committee at
the time the option is granted. The exercise price must be paid in cash. Options
granted to participants vest and have a term of 10 years, unless otherwise
decided by the Board of Directors at the time of issue.
No award is transferable, or assignable by the participant except upon his
or her death.
The Board may amend the 2004 Plan, except that no amendment may adversely
affect the rights of a participant without the participant's consent or be made
without stockholder approval if such approval is necessary to qualify for or
comply with any applicable law, rule or regulation the Board deems necessary or
desirable to qualify for or comply with.
Subject to earlier termination by the Board, the 2004 Plan has an
indefinite term except that no ISO may be granted following the tenth
anniversary of the date the 2004 Plan is approved by stockholders.
None of the proposed recipients have received any stock options or other
equity based forms of compensation from us for at least the last three years.
Other than the issue of these Options, there are no other current plans or
arrangements to grant any options under the 2004 Plan.
Compensation Pursuant to Plans
The Company does not have any pension or profit sharing plans. The
Company's Vice President Exploration and temporary staff employed in the
exploration programme in Canada are subject to Canadian requirements for
contributions to pension plans. At June 30, 2008, the Company has an obligation
to pay A$nil. Contributions to employee benefit or health plans during the year
ended June 30, 2008 were A$nil.
8
Compensation to Directors
Name Fees Earned Stock Option Non-Equity Change in All Other Total (US$)
or Paid in Awards ($) Awards ($) Incentive Pension Value Compensation
Cash (US$) Plan and ($)
Compensation Nonqualified
($) Deferred
Compensation
Earnings
David 20,960 - - - - - 20,960
Tyrwhitt
Peter Lee 15,534 - - - - - 15,534
Mordechai 20,960 - - - - - 20,960
Gutnick
It is our policy to reimburse Directors for reasonable travel and lodging
expenses incurred in attending Board of Directors meetings. Commencing January
2005, non-management Directors are paid Directors fees of A$20,000 per annum,
plus statutory superannuation of 9% in accordance with Australian law.
Securities authorized for issuance under equity compensation plans
The following table sets forth, as of June 30, 2008, information regarding
options under our 2004 stock option plan, our only active plan. The 2004 stock
option plan has been approved by our stockholders. Outstanding options under
this plan that are forfeited or cancelled will be available for future grants.
All of the options are for the purchase of our common stock.
Number of securities
remaining available for
future issuances under equity
Number of securities to Weighted average compensation plans (excluding
be issued upon exercise Exercise price of securities reflected in
of outstanding options outstanding options column (a)
Plan Category (a) (b) (c)
---------------------------- --------------------------- ------------------------- -------------------------------
Equity compensation
plans approved by
security holders 4,850,000 US$0.4224 2,821,413(1)
Equity compensation
plans not approved
by security holders - - -
--------------------------- ------------------------- -------------------------------
Total 4,850,000(1) US$0.4224 2,821,413(1)
---------------------------- =========================== ===============================
(1) The maximum number of shares available for issuance under the 2004 stock
option plan is equal to 10% of the issued and outstanding shares (on a
fully diluted basis) of common stock, at any time.
Principal Officers Contracts
The principal officers do not have any employment contracts.
9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
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 June 30, 2008.
----------------------------- --------------------------------- ------------------------- ---------------
Title of Name and Address Amount and nature of Percentage
Class of Beneficial Owner* Beneficial Owner of class (1)
----------------------------- --------------------------------- ------------------------- ---------------
Shares of common stock Joseph and Stera Gutnick 42,533,558(2)(3)(4) 87.62
(5)(6)(7)(8)
----------------------------- --------------------------------- ------------------------- ---------------
Shares of common stock RAB Special Situations (Master) 31,670,000 (9)(14) 55.84
Fund Limited
1 Adam Street
London WC2N 6LE
United Kingdom
----------------------------- --------------------------------- ------------------------- ---------------
Shares of common stock David Stuart Tyrwhitt 50,000 (2)(3) **
----------------------------- --------------------------------- ------------------------- ---------------
Shares of common stock Mordechai Zev Gutnick 500,000(3)(10)(12) 1.84
----------------------------- --------------------------------- ------------------------- ---------------
Shares of common stock Peter James Lee 916,668 (2)(3)(11) 3.32
----------------------------- --------------------------------- ------------------------- ---------------
All officers and Directors
as a group 44,000,226 (13) 88.07
----------------------------- --------------------------------- ------------------------- ---------------
* 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 26,711,630 shares outstanding as of June 30, 2008.
(2) Does not include:
(i) 1,918 shares of Common Stock beneficially owned by Quantum Resources
Limited
or
(ii) 229,489 shares of Common Stock beneficially owned by AXIS,
of which companies Messrs JI Gutnick, Lee, and Dr. Tyrwhitt are officers
and/or Directors, as they disclaim beneficial ownership of those shares.
(3) Does not include 2,500 shares of Common Stock beneficially owned by us.
(4) 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,
30,000,000 shares of Common Stock owned by Fast Knight Nominees Pty Ltd
(including 20,000,000 shares issuable upon exercise of warrants at an
exercise price of US$0.1542 per share), 2,000,000 shares of Common Stock
owned by Kalycorp Pty Ltd and 26,000 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.
10
(5) Includes 500,000 shares issuable upon exercise of stock options owned by
Mr. Gutnick.
(6) Joseph Gutnick is the beneficial owner of 25,650 shares of Common Stock
that are registered in his own name.
(7) Joseph Gutnick and Stera Gutnick are husband and wife.
(8) Includes 666,667 shares issuable upon exercise of stock options and
666,667 that vest on October 19, 2008. Does not include 666,666 that vest
on October 19, 2009.
(9) RAB owns 1,670,000 shares of common stock and warrants exercisable to
acquire an additional 30,000,000 shares of common stock, including
10,000,000 shares of common stock issuable upon exercise of Special
Warrants, without the payment of any additional consideration and
20,000,000 shares of common stock issuable upon exercise of Warrants with
an exercise price of US$0.1542 per share. Notwithstanding anything
contained therein to the contrary, the Special Warrants and Warrants are
not exercisable by the holder, in whole or in part, and the Company shall
not give effect to any such exercise of the Special Warrants and Warrants,
if, after giving effect to such exercise, the holder, together with any
affiliate of the holder (including any person or company acting jointly or
in concert with the holder) would in the aggregate beneficially own, or
exercise control or direction over that number of voting securities of the
Company which is 9.99% or greater of the total issued and outstanding
voting securities of the Company, immediately after giving effect to such
exercise; provided, however, that upon a holder of the Special Warrants or
Warrants providing the Company with sixty-one (61) days notice that such
holder would like to waive this limitation with regard to any or all
shares of common stock issuable upon exercise of the Special Warrants or
Warrants, this limitation will be of no force or effect with regard to all
or a portion of the Special Warrant or Warrants referenced in the waiver
notice.
(10) Does not include 1,918 shares of Common Stock beneficially owned by
Quantum Resources Limited, of which company Mr MZ Gutnick is a Director as
he disclaims beneficial ownership of these shares.
(11) Includes 583,334 shares issuable upon exercise of stock options which are
exercisable and 333,334 that vest on October 19, 2008. Does not include
333,333 that vest on October 19, 2009.
(12) Includes 250,000 shares issuable upon exercise of stock options and
250,000 that vest on October 19, 2008. Does not include 250,000 that vest
on October 19, 2009.
(13) Includes 3,300,001 shares that are issuable upon exercise of stock
options, of which 2,050,001 are vested and 1,250,000 that vest on October
19, 2008. Does not include 1,249,999 that vest on October 19, 2009.
(14) RAB is organized under the laws of the Cayman Islands. Phillip Richards
has sole investment and voting control over the securities owned by RAB.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We are one of five affiliated companies. Each of the companies has some
common Directors, officers and shareholders. In addition, each of the companies
owns equity in and is substantially dependent upon AXIS for its senior
management and certain mining and exploration staff. The Company owns 9.09% of
the outstanding shares of AXIS. A number of arrangements and transactions have
been entered into from time to time between such companies. It has been the
intention of the affiliated companies and respective Boards of Directors that
each of such arrangements or transactions should accommodate the respective
interest of the relevant affiliated companies in a manner which is fair to all
parties and equitable to the shareholders of each. Currently, there are no
material arrangements or planned transactions between the Company and any of the
other affiliated companies other than AXIS.
11
AXIS is paid by each company for the costs incurred by it in carrying out
the administration function for each such company. Pursuant to the Service
Agreement, AXIS performs such functions as payroll, maintaining employee records
required by law and by usual accounting procedures, providing insurance, legal,
human resources, company secretarial, land management, certain exploration and
mining support, financial, accounting advice and services. AXIS procures items
of equipment necessary in the conduct of the business of the Company. AXIS also
provides for the Company various services, including but not limited to the
making available of office supplies, office facilities and any other services as
may be required from time to time by the Company as and when requested by the
Company.
We are required to reimburse AXIS for any direct costs incurred by AXIS
for the Company. In addition, we are required to pay a proportion of AXIS's
overhead cost based on AXIS's management estimate of our utilisation of the
facilities and activities of AXIS plus a service fee of not more than 15% of the
direct and overhead costs. AXIS has charged the 15% service fee to us during
fiscal 2008. Amounts invoiced by AXIS are required to be paid by us. We are also
not permitted to obtain from sources other than AXIS, and we are not permitted
to perform or provide ourselves, the services contemplated by the Service
Agreement, unless we first requests AXIS to provide the service and AXIS fails
to provide the service within one month.
The Service Agreement may be terminated by AXIS or ourselves upon 60 days
prior notice. If the Service Agreement is terminated by AXIS, we would be
required to independently provide, or to seek an alternative source of
providing, the services currently provided by AXIS. There can be no assurance
that we could independently provide or find a third party to provide these
services on a cost-effective basis or that any transition from receiving
services under the Service Agreement will not have a material adverse effect on
us. Our inability to provide such services or to find a third party to provide
such services may have a material adverse effect on our operations.
In accordance with the Service Agreement AXIS provides the Company with
the services of our Chief Executive Officer, Chief Financial Officer and
clerical employees, as well as office facilities, equipment, administrative and
clerical services. We pay AXIS for the actual costs of such facilities plus a
maximum service fee of 15%. The Company paid AXIS A$193,000 (being A$52,000 in
respect to the current year and A$141,000 being the amount owing at June 30,
2007) in respect of the Service Agreement for the fiscal year ended June 30,
2008 and A$612,000 (being A$591,550 in respect to the 2007 fiscal year and
A$20,450 in respect to the 2006 fiscal year) in respect of the Service Agreement
for the fiscal year ended June 30, 2007.
During 2008, AXIS loaned the Company A$254,000 and A$53,000 during 2007.
At June 30, 2008 and 2007, the Company owed AXIS A$639,000 and A$140,585
respectively for services provided in accordance with the Service Agreement.
During fiscal 2008 and 2007, AXIS Consultants charged interest of A$7,000 and
A$3,788 respectively on outstanding balances. AXIS charged interest rates
between 9.60% and 10.10% for fiscal 2007 and between 11.10% and 11.75% for
fiscal 2008. During fiscal 2007, AXIS paid interest net of tax of A$5,270. The
amount owing to AXIS at June 30, 2008 is included within accounts payable and
accrued expenses.
During the 2006 fiscal year, Wilzed Pty Ltd, a company associated with the
President of the Company, Joseph Gutnick, has provided loan funds to enable the
Company to meet its liabilities. Interests associated with Mr Gutnick hold
87.62% interest in the Company on a fully diluted basis and accordingly Wilzed
and the Company may be deemed to be under common control. During the 2005 fiscal
year, Wilzed loaned A$644,633 and charged A$31,235 in interest. We repaid A$396.
At June 30, 2005, the Company owed Wilzed A$675,472. Wilzed charged interest
during fiscal 2005 at rates between 9.10% and 9.35%. During the 2006 fiscal
year, Wilzed loaned A$1,241,836 and charged A$83,243 in interest and we repaid
A$550. Wilzed charged interest during fiscal 2006 at the rate of 9.35%. In May
2006, we agreed to issue to Fast Knight Nominees up to 10 million shares of
common stock at an issue price of A$0.20 (US$0.1542) and 20 million options with
an exercise price of A$0.20 per share with a latest expiry date of April 30,
2011, as repayment of A$2 million in loans from Wilzed to the Company. Wilzed
agreed to accept the shares and options as satisfaction of the loan and
instructed us to issue the shares and options to Fast Knight Nominees, a company
that is also associated with Mr. Gutnick. The options were valued using the
Black Scholes mathematical model by an external valuer at A$1,883,185
(US$1,438,000). The issuance of the shares and warrants in satisfaction of the
debt was treated as a capital transaction and accordingly had no effect on the
Company's net loss.
12
Mr Joseph Gutnick, the President of the Company, advanced us the initial
deposit to open a US Dollar bank account. The amount of A$1,329 (US$1,000) was
repaid in July 2006.
Kerisridge Pty Ltd, a company associated with our President, Mr J I
Gutnick, loaned us A$2,273,186 in March 2004 for the purpose of repaying our
long term debt. On March 31, 2004, Kerisridge agreed to convert all of the debt
we owed to it into common stock and warrants in us. We issued 1,753,984 shares
of common stock and 1,753,984 warrants exercisable at US$1.30 and at any time up
to March 31, 2007 in full repayment of the amount owing to Kerisridge.
Kerisridge did not exercise the warrants prior to the expiry date.
Transactions with Management.
We have a policy that we will not enter into any transaction with an
Officer, Director or affiliate of us or any member of their families unless the
transaction is approved by a majority of our disinterested non-employee
Directors and the disinterested majority determines that the terms of the
transaction are no less favourable to us than the terms available from
non-affiliated third parties or are otherwise deemed to be fair to us at the
time authorised.
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF STOCKHOLDER PROPOSALS AND
NOMINATIONS OF DIRECTORS
Stockholder proposals that are intended to be included in our proxy
statement for our 2009 Annual Meeting pursuant to Proxy Rule 14a-8 must be
received by us no later than June 26, 2009, and must otherwise comply with that
rule.
INDEPENDENT AUDITORS
The Board of Directors has approved the selection and retention of PKF,
Certified Public Accountants, a Professional Corporation, to audit our
consolidated financial statements for our fiscal year ending June 30, 2008. PKF
has served as our independent auditors since 2003.
Representatives of PKF are not expected to be present at the Annual
Meeting.
The following table shows the audit fees incurred for fiscal 2008 and
2007.
2008 2007
---- ----
A$ A$
-- --
Audit fees $ 51,217 $ 49,351
Audit related fees $ 1,731 $ 15,295
Tax fees $ - $ -
--------- ---------
Total $ 52,948 $ 64,646
========= =========
Audit fees were for the audit of our annual financial statements, review
of financial statements included in our 10-QSB/10-Q quarterly reports, and
services that are normally provided by independent auditors in connection with
our other filings with the SEC. This category also includes advice on accounting
matters that arose during, or as a result of, the audit or review of our interim
financial statements.
As part of its duties, our Board of Directors pre-approves audit and
non-audit services performed by our independent auditors in order to assure that
the provision of such services does not impair the auditors' independence. Our
Board of Directors does not delegate to management its responsibilities to
pre-approve services performed by our independent auditors.
13
OTHER MATTERS
We know no other matters to be submitted to the Annual Meeting. If any other
matters properly come before the Annual Meeting, it is the intention of the
persons named in the enclosed form of proxy to vote the shares they represent as
the Board of Directors recommends.
By order of the Board of Directors,
/s/ Peter Lee
Peter J Lee
Secretary
October 26, 2008
14
GOLDEN RIVER
RESOURCES
CORPORATION
To Vote Your Proxy by Mail
--------------------------
|X| Mark, sign and date your proxy card.
|X| Detach your proxy card.
|X| Return your proxy card in the
envelope provided
|_| FOLD AND DETACH HERE AND READ THE REVERSE SIDE
================================================================================
Please vote and sign on this side
and return promptly in the |X|
enclosed envelope. Do not forget Votes must be indicated
to date your proxy. (x) in Black or Blue ink.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE
PROPOSALS.
1. To elect four Directors: FOR AGAINST ABSTAIN
FOR |_| Against |_| *EXCEPTIONS |_| 2. To Transact Such Other Business As May |_| |_| |_|
Properly Come Before The Meeting Or
Any Adjournment.
Nominees: Joseph Isaac Gutnick, David Stuart Tyrwhitt,
Peter James Lee, and Mordechai Zev Gutnick.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
* Exceptions ______________________________________________________________
NOTE: Please sign exactly as name appears hereon, When
shares are held by joint owners, both should sign. When
signing as attorney, executor administrator, trustee or
guardian, please give title as such. If a corporation please
sign in full corporate name by President or other authorized
officer. If a partnership please sign in partnership
---------------------------- ---------------------------------------------
Date Share Owner sign here Co-Owner sign here
15
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Golden River Resources Corporation
2008 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, November 27, 2008 at 11:30 am
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
GOLDEN RIVER RESOURCES CORPORATION
The undersigned appoints Joseph I. Gutnick and Peter Lee, and each of them, as
proxies, each with the power to appoint his substitute, and authorizes each of
them to represent and to vote, as designated on the reverse hereof, all of the
shares of common stock of Golden River Resources Corporation held of record by
the undersigned at the close of business on October 17, 2008 at the 2008 Annual
Meeting of Stockholders of Golden River Resources Corporation to be held on
November 27, 2008 or at any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
Cut off date will be November 21, 2008.
(Continued and to be signed and dated on reverse side.)