AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
                                  JULY 7, 2006

                         REGISTRATION NO. ______________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       GOLDEN RIVER RESOURCES CORPORATION
                          (formerly BAY RESOURCES LTD)
                 (name of small business issuer in its charter)


          DELAWARE                         1040                   98-0079697
-------------------------------   -------------------------  -------------------
(State or other jurisdiction of      (Primary Standard        (I.R.S. Employer
 incorporation or organization)   Industrial Classification  Identification No.)
                                        Code Number)

                                  Mr. Peter Lee
                       GOLDEN RIVER RESOURCES CORPORATION
                           Level 8, 580 St Kilda Road
                             Melbourne Victoria 3004
                                    Australia
                            Telephone: 613-8532-2860
                            Facsimile: 613-8532-2805
                     (Name, address, including zip code, and
                           telephone number, including
                        area code, of agent for service)

                          Copies of communications to:
                             R. Brian Brodrick, Esq.
                               Phillips Nizer LLP
                                666 Fifth Avenue
                                   New York NY
                             Telephone: 212-841-0700

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|

If this Form is filed to register additional securities pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities
Act Registration Statement number of the earlier effective Registration
Statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]




                        CALCULATION OF REGISTRATION FEE:


                                                                            
Title Of Each Class Of         Amount to be     Proposed Maximum     Proposed       Amount of
 Securities To Be Registered    registered (1)   offering price per   aggregate      Registration
                                                 share (2)            price (2)      Fee
--------------------------------------------------------------------------------------------------
Common Stock, Par Value
 US$0.0001 per Share              30,000,000 (3)        US$6,300,000   US$6,300,000     US$674.10
--------------------------------------------------------------------------------------------------



(1) Pursuant to Rule 416, the Registration Statement also covers any additional
shares of common stock that may become issuable to prevent dilution resulting
from stock splits, stock dividends and similar events.

(2) The offering price has been estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(C), based upon the average of the
closing bid and asked prices for the common stock as reported by the
OTC-Bulletin Board on June 30, 2006 of US$0.21.

(3) Represents 30,000,000 shares issuable upon exercise of outstanding warrants.




            The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.




            The information in this prospectus is not complete and may be
changed. The selling stockholder may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.


                                   PROSPECTUS

                  PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,

                               DATED JULY 7, 2006

                       GOLDEN RIVER RESOURCES CORPORATION

                        30,000,000 SHARES OF COMMON STOCK

            This prospectus relates to the sale of up to 30,000,000 shares of
Golden River Resources' common stock by a selling stockholder. The shares are
issuable upon exercise of currently outstanding warrants. Please refer to
"Selling Stockholder" beginning on page 12.

         Golden River Resources is not selling any shares of common stock in
this offering and therefore will not receive any proceeds from this offering.
Golden River Resources will, however, receive proceeds from the sale of common
stock upon exercise of warrants to the extent they are exercised for cash. All
costs associated with this registration will be borne by Golden River Resources.

         Our common stock is quoted on the Over-the-Counter Bulletin Board under
the symbol "GORV." On June 30, 2006, the last reported sale price of our common
stock was US$0.166 per share.

         The selling stockholder may sell the shares from time to time in public
or private transactions occurring on or off the over-the-counter Bulletin Board,
at prevailing market prices or at negotiated prices. Sales may be made directly
to purchasers or through brokers or dealers who are expected to receive
customary commissions or discounts.

         Brokers or dealers effecting transactions in these shares should
confirm that the shares are registered under the applicable state law or that an
exemption from registration is available.

         These securities are speculative and involve a high degree of risk.

         Please refer to "Risk Factors" beginning on page 7.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY HAVE THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

            The date of this prospectus is July 7, 2006.


                                                                               1


                                TABLE OF CONTENTS


                                                                        Page No.

Information Regarding Forward Looking Statements                              3
Prospectus Summary                                                            4
Risk Factors                                                                  7
Use of Proceeds                                                              12
Determination of Offering Price                                              12
Selling Stockholder                                                          12
Plan of Distribution                                                         13
Legal Proceedings                                                            15
Directors, Executive Officers, Promoters and Control Persons                 15
Security Ownership of Certain Beneficial Owners and Management               18
Description of Securities                                                    20
Interest of Named Experts and Counsel                                        20
Disclosure of Commission Position on Indemnification for Securities
  Act Liabilities                                                            20
Organization Within Last Five Years                                          20
Description of Business                                                      21
Management's Discussion and Analysis of Plan of Operations                   37
Description of Property                                                      44
Certain Relationships and Related Transactions                               44
Market for Common Equity and Related Stockholder Matters                     47
Executive Compensation                                                       48
Financial Statements                                                         51
Changes in and Disagreements with Accountants on Accounting and
  Financial Disclosure                                                       51
Legal Matters                                                                51
Experts                                                                      51
How To Get More Information                                                  52
Index to Financial Statements                                                53
Appendix A-Glossary                                                         A-1
Appendix B-List of Mining Claims                                            B-1



            We have not authorized anyone to provide information different from
that contained in this prospectus. Neither the delivery of this prospectus nor
the sale of shares of common stock means that information contained in this
prospectus is correct after the dates of this prospectus. This prospectus is not
an offer to sell or a solicitation of an offer to buy these shares of common
stock in any circumstances under which the offer or solicitation is unlawful.


                                                                               2


                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains numerous forward-looking statements relating to
our business. Such forward-looking statements are identified by the use of words
such as believes, intends, expects, hopes, may, should, plan, projected,
contemplates, anticipates or similar words. Actual production, operating
schedules, results of operations, gold ore reserve and mineral deposit estimates
and other projections and estimates could differ materially from those projected
in the forward-looking statements. The factors that could cause actual results
to differ materially from those projected in the forward-looking statements
include:

o    The risk factors set forth herein,

o    The  possibility  that we do not find  gold or that the gold we find is not
     commercially economical to mine,

o    The risks and  hazards  inherent  in the gold  mining  business  (including
     environmental  hazards,  industrial  accidents,   weather  or  geologically
     related conditions),

o    Changes in the market price of gold,

o    The uncertainties inherent in our production, exploratory and developmental
     activities, including risks relating to permitting and regulatory delays,

o    The uncertainties inherent in the estimation of gold ore reserves,

o    The effects of environmental and other governmental regulations, and

o    Uncertainty  as to whether  financing  will be available to enable  further
     exploration and mining operations.

     Investors are cautioned not to put undue reliance on forward-looking
statements. We disclaim any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information, future
events or otherwise.


                                                                               3


                               PROSPECTUS SUMMARY

            This summary is not complete and does not contain all of the
information that you should consider before investing in our common stock. This
summary highlights selected information contained elsewhere in this prospectus.
You should read the entire prospectus carefully, including the more detailed
information regarding our company, the risks of purchasing our common stock
discussed under "Risk Factors", and our financial statements and the
accompanying notes, before making an investment decision.

Our Business.

         Our name is Golden River Resources Corporation and we sometimes refer
to ourselves in this Prospectus as "Golden River Resources", the "Company" or as
"we," "our," or "us." We changed our name from Bay Resources Ltd to Golden River
Resources in March 2006. We are an exploration stage mining company. Our
objective is to exploit our interest in the mineral claims in Nunavut, Canada
which are in the Slave Craton and in the Committee Bay Greenstone Belt. Our
principal exploration target is for gold and we are seeking to determine whether
adequate gold reserves are present on the property covered by our claims to
develop an operating mine. We are in the initial stages of our exploration
program and have not yet identified any ore reserves.

         We hold the interests in the Slave Craton directly and our wholly owned
subsidiary named "Golden Bull Resources Corporation" (formerly 4075251 Canada
Inc.) holds the interests in the Committee Bay Greenstone Belt. Our wholly-owned
subsidiary is referred to in this Prospectus as `Golden Bull."

         We sometimes refer to our claims collectively in this prospectus as
either the "Slave Properties" or the "Committee Bay Properties". Our claims are
registered in the Mining Recorders Office in the Mining District of Nunavut and
give us the right to explore and mine minerals from the property covered by the
claims.

         We were incorporated in the State of Delaware on February 1, 1973. We
commenced our mineral exploration activities in 2002. Prior thereto, we were
engaged in a number of other business activities that have been discontinued.
Our executive offices are at Level 8, 850 St. Kilda Road, Melbourne, Victoria
3004 Australia and we have an office at 1 Yonge Street, Suite 1801, Toronto,
Ontario M5E 1W7, Canada. Our website location is www.goldenriverresources.com.
Information included on our website shall not be deemed to be incorporated in
this prospectus. Our wholly owned subsidiary, Golden Bull, was incorporated on
May 27, 2002 in the Province of Ontario, Canada and is licensed to do business
in the Northwest Territories and Nunavut Canada.

Currency.

         We use the Australian dollar as our reporting currency, since we are
headquartered in Australia and our administrative expenses are incurred in
Australian dollars. References to dollars are to Australian dollars (A$) unless
otherwise indicated as being Canadian dollars (CDN$) or United States dollars
(US$). As of June 30, 2006, the currency exchange rate was approximately US$1.00
equals A$1.3701, and US$1.00 equals CDN $1.1201, as published by Bloomberg at
www.Bloomberg.com. For the convenience of the reader, the Australian Dollar
figures for the year ended June 30, 2005 and the nine months ended March 31,
2006 have been translated into United States Dollars ("US$) using the rate of
exchange at June 30, 2005 of A$1.00=US$0.7620 and at March 31, 2006 of
A$1.00=US$0.7110.

The Offering.

            This offering relates to the sale of 30,000,000 shares of common
stock by a selling stockholder. The shares are issuable upon exercise of
warrants. Our shares are quoted on the "over-the-counter" ("OTC") Bulletin Board
maintained by the National Association of Securities Dealers, Inc. The shares
may be sold at prevailing market prices or privately negotiated prices.


                                                                               4


Risk Factors.

            You should read the "RISK FACTORS" section as well as the other
cautionary statements throughout this prospectus so that you understand the
risks associated with an investment in our securities. Any investment in our
common stock should be considered a high-risk investment because of the nature
of mineral exploration. Only investors who can afford to lose their entire
investment should invest in these securities.

Use of Proceeds.

            We will not receive any proceeds from the shares offered by the
selling stockholder. See "Use of Proceeds." We will, however, receive proceeds
from the sale of common stock upon exercise of warrants to the extent they are
exercised for cash. We are paying all of the expenses relating to the
registration of the shares for the selling stockholder.

Defined Terms.

            A number of technical and industry terms, as well as other defined
terms used in this prospectus, are defined in the GLOSSARY at the end of this
prospectus. Generally, we have provided a definition of each such defined term
in the first instance that it is used in this prospectus and again in the
GLOSSARY.


                                                                               5


Summary Financial Data

            The following summary financial data should be read in conjunction
with Management's Discussion and Analysis of Financial Condition and Results of
Operations and the consolidated Financial Statements and Notes thereto included
elsewhere in this Prospectus.



                                                                            
                                Year Ended    Convenience    Nine Months Ended   Convenience
                              June 30, 2005    Translation      March 31, 2006    Translation
                                 A$000's        US$000's           A$000's         US$000's
                              -----------------------------------------------------------------
Statement of Operations Data:

Revenue                                   -                -                  -              -
Operating Expenses                    2,603            1,984                968            688
                              -----------------------------------------------------------------
Net Loss                             (2,600)          (1,982)            (1,004)          (714)
                              -----------------------------------------------------------------

Balance Sheet Data:

Current Assets                          210              160                186            132
                              -----------------------------------------------------------------
Total Assets                            227              173                198            141
                              -----------------------------------------------------------------
Current Liabilities                     605              460                700            498
                              -----------------------------------------------------------------
Total Liabilities                     1,577            1,201              2,391          1,700
                              -----------------------------------------------------------------
Stockholders' Equity (Deficit)       (1,350)          (1,029)            (2,193)        (1,559)
                              -----------------------------------------------------------------



Pro-Forma Balance Sheet - March 31, 2006


                                Proforma(1)

                        March 31, 2006   Convenience
                               A$000's   Translation
                                            US$000's
                        ----------------------------
Balance Sheet Data:

Current Assets                  2,495         1,774
                        ----------------------------
Total Assets                    2,507         1,782
                        ----------------------------
Current Liabilities               700           498
                        ----------------------------
Total Liabilities                 700           498
                        ----------------------------
Stockholders' Equity            1,807         1,284
                        ----------------------------

(1)  The pro-forma balance sheet gives effect to (i) the receipt of A$300,000
     (US$256.000) in loans from Wilzed Pty Ltd. in April to May 2006; (ii) the
     issuance of shares of common stock and warrants as repayment of a debt of
     A$2 million (US$1,542,000) to Wilzed in May, 2006; and (iii) the issuance
     of Special Warrants and Warrants to RAB Special Situations (Master) Fund
     Limited for a consideration of A$2 million (US$1,542,000) in June, 2006.


                                                                               6


                                  RISK FACTORS

         You should carefully consider each of the following risk factors and
all of the other information provided in this prospectus before purchasing our
common stock. An investment in our common stock involves a high degree of risk,
and should be considered only by persons who can afford the loss of their entire
investment. The risks and uncertainties described below are not the only ones we
face. There may be additional risks and uncertainties that are not known to us
or that we do not consider to be material at this time. If the events described
in these risks occur, our business, financial condition and results of
operations would likely suffer. Additionally, this prospectus contains
forward-looking statements that involve risks and uncertainties. Our actual
results may differ significantly from the results discussed in the
forward-looking statements. This section discusses the risk factors that might
cause those differences.

Risk Factors

Risks of Our Business

We Lack an Operating History And Have Losses Which We Expect To Continue Into
the Future.

         To date we have no source of revenue. We have no operating history as a
mineral exploration or mining company upon which an evaluation of our future
success or failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:

-    exploration and development of the property covered by our mineral claims;

-    our ability to locate  economically viable mineral reserves in the property
     covered by our mineral claims;

-    our  ability to raise the  capital  necessary  to conduct  exploration  and
     preserve our interest in the mineral  claims,  increase our interest in the
     mineral claims and continue as an exploration and mining company; and

-    our  ability to  generate  revenues  and  profitably  operate a mine on the
     property covered by our mineral claims.


We Have No Known Gold Or Other Mineral Reserves And We Cannot Assure You That We
Will Find Such Reserves. If We Develop A Gold Or Other Mineral Reserve, There Is
No Guarantee That Production Will Be Profitable.

         We have not identified any gold or other commercial mineral reserves on
the properties covered by our mineral claims and we cannot guarantee we will
ever find any. Also, to the extent that commercial mineral reserves have been
identified by other companies on properties that are adjacent to or within the
same geographic region as our exploration properties, this does not mean that we
will be successful in identifying commercial mineral reserves on our properties.
Even if we find a gold or other commercial minerals reserve, there is no
assurance that we will be able to mine them. Even if we develop a mine, there is
no assurance that we will make a profit. If we do not find gold or other
commercial minerals you could loose part or all of your investment.

We Will Need Additional Financing To Determine If There Is Gold Or Other
Commercial Minerals And To Maintain The Mineral Claims.

         Our success will depend on our ability to raise additional capital. We
have met our legal exploration commitments on the Committee Bay Properties until
2012 and Tahera is required to fulfill the minimum exploration commitments on
the Slave Properties. However, at this time, we have not found a gold deposit


                                                                               7


and further exploration is required. There is no assurance whatsoever that funds
will be available from any source or, if available, that they can be obtained on
terms acceptable to us to make these investments. If funds are not available in
the amounts required to maintain an interest, we will be unable to proceed
further on the Committee Bay Properties and Slave Properties and our operations
would be severely limited, and we would be unable to reach our objective. This
could cause the loss of all or part of your investment.

There Are Risks Associated With Our Agreement With Tahera

         The agreement with Tahera dated March 7, 2002 gives us rights of access
to exploration data of Tahera covering gold, silver and base metal potential on
properties held by Tahera or properties which are adjacent to or in the area of
the Tahera properties. If during our exploration for gold, silver or base
metals, we discover diamonds, Tahera retains the rights to the diamonds. Under
the agreement, if we wish to conduct exploration on the properties, we need to
seek access to the properties and enter into an access agreement with Tahera,
suitable to Tahera, which sets out the terms of our access. Our access cannot
interfere with Tahera's operations on the properties. Tahera has the sole and
unfetted discretion to sell, transfer, assign, encumber, mortgage, pledge,
hypothecate, allow to lapse, forfeit, surrender or in any way dispose of its
interest in the properties. If Tahera were to sell, transfer or assign the
properties, we would have to negotiate access with the new owners of the
properties and there can be no assurance we would receive access. We undertake
exploration at our sole risk. Subject to Tahera's rights, we have the right to
exploit opportunities for gold, silver or base metals on the properties. We have
granted Tahera a 2% net smelter return royalty.

The Report Of Our Independent  Registered Public Accounting Firm Contains An
Explanatory  Paragraph Questioning Our Ability To Continue As A Going Concern.

         The report of our independent registered public accounting firm on our
consolidated financial statements as of June 30, 2005 and for the years ended
June 30, 2005 and 2004 and for the period July 1, 2002 (inception of exploration
stage) through June 30, 2005 includes an explanatory paragraph questioning our
ability to continue as a going concern. This paragraph indicates that we have
not yet commenced revenue producing operations and have a retained deficit of
A$31,406,000 which conditions raise substantial doubt about our ability to
continue as a going concern. Our consolidated financial statements do not
include any adjustment that might result from the outcome of this uncertainty.

We Are A Small Operation And Do Not Have Significant Capital.

         Because we will have limited working capital, we must limit our
exploration. If we are unable to raise the capital required to undertake
adequate exploration, we may not find gold or other commercial minerals even
though our property may contain gold or other commercial minerals. If we do not
find gold or other commercial minerals we may be forced to cease operations and
you may lose your entire investment.

We May Not Find Any Ore Reserves That Are Economical

         If we are unable to raise the required capital or we do not find gold
or other commercial minerals on the properties or we cannot remove the gold or
other commercial minerals discovered economically, we may have to look for other
mineral rights on other properties in Canada or other parts of the world.
Alternatively, we may cease operations altogether and you may lose your entire
investment.


                                                                               8


Weather Interruptions In Nunavut May Affect And Delay Our Proposed Exploration
Operations.

         We can only work above ground at our mineral claims in Nunavut, Canada
from late May until early October of each year. Once we are able to work
underground, we plan to conduct our exploration year round, however, it is
possible that snow or rain could cause roads leading to our claims to be
impassible. This could impair our ability to meet our objectives and may
increase our costs beyond our ability, if any, to secure financing, which would
adversely affect the value of your investment and our ability to carry on
business.

If Our Officers And Directors Stopped Working For Us, We Would Be Adversely
Impacted.

         Our Vice President Exploration is employed on a full time basis. Other
than this officer, none of our other officers or directors works for us on a
full-time basis. There are no proposals or definitive arrangements to compensate
our officers and directors or to engage them on a full-time basis. They each
rely on other business activities to support themselves. They each have a
conflict of interest in that they are officers and directors of other companies.
You must rely on their skills and experience in order for us to reach our
objective. We have no employment agreements or key man life insurance policy on
any of them. The loss of some or all of these officers and directors could
adversely affect our ability to carry on business and could cause you to loose
part or all of your investment.

We Could Encounter Delays Due To Regulatory And Permitting Delays.

         We could face delays in obtaining mining permits and environmental
permits. Such delays, could jeopardize financing, if any, in which case we would
have to delay or abandon work on the properties.

Gold Price Fluctuations.

         If we are successful in developing a gold ore reserve, our ability to
raise the money to put it into production and operate it at a profit will be
dependant on the then existing market price of gold. Declines in the market
prices of gold may render reserves containing relatively low grades of ore
uneconomic to exploit, and we may be required to discontinue exploration,
development or mining on the properties, or write down our assets. If the price
of gold is too low we will not be able to raise the money or produce any
revenue. We cannot predict the future market price of gold. A sustained decline
in the market price of gold could cause a reduction in the value of your
investment and you may lose all or part of your investment.

There Are Uncertainties Inherent In The Estimation Of Gold Or Other Mineral
Reserves.

         Based upon our preliminary study of the properties we believe that the
potential for discovering gold reserves exists, but we have not identified such
gold reserves and we are not able to estimate the probability of finding
recoverable gold ore. Such estimates cannot be calculated from the current
available information. Reserve estimates, including the economic recovery of
gold ore, will require us to make assumptions about recovery costs and gold
market prices. Reserve estimation is, by its nature, an imprecise and subjective
process and the accuracy of such estimates is a function of the quality of
available data and of engineering and geological interpretation, judgment and
experience. The economic feasibility of the properties will be based upon our
estimates of the size and grade of ore reserves, metallurgical recoveries,
production rates, capital and operating costs, and the future price of gold. If
such estimates are incorrect or vary substantially it could effect our ability
to develop an economical mine and would reduce the value of your investment.


                                                                               9


If We Define An Economic Ore Reserve And Achieve Production, It Will Decline In
The Future. An Ore Reserve Is A Wasting Asset.

         Our future ore reserve and production, if any, will decline as a result
of the exhaustion of reserves and possible closure of any mine that might be
developed. Eventually, at some unknown time in the future, all of the
economically extractable ore will be removed from the properties, and there will
be no ore remaining. This is called depletion of reserves. Ultimately, we must
acquire or operate other properties in order to continue as an on going
business. Our success in continuing to develop reserves, if any, will affect the
value of your investment.

There Are Significant Risks Associated With Mining Activities.

         The mining business is generally subject to risks and hazards,
including quantity of production, quality of the ore, environmental hazards,
industrial accidents, the encountering of unusual or unexpected geological
formations, cave-ins, flooding, earthquakes and periodic interruptions due to
inclement or hazardous weather conditions. These occurrences could result in
damage to, or destruction of, our mineral properties or production facilities,
personal injury or death, environmental damage, reduced production and delays in
mining, asset write-downs, monetary losses and possible legal liability. We
could incur significant costs that could adversely affect our results of
operation. Insurance fully covering many environmental risks (including
potential liability for pollution or other hazards as a result of disposal of
waste products occurring from exploration and production) is not generally
available to us or to other companies in the industry. What liability insurance
we carry may not be adequate to cover any claim.

We Are Subject To Significant  Environmental And Other Governmental  Regulations
That Can Require Substantial Capital Expenditure,  And Can Be Time-Consuming.

         We are required to comply with various Canadian laws and regulations
pertaining to exploration, development and the discharge of materials into the
environment or otherwise relating to the protection of the environment, all of
which can increase the costs and time required to attain operations. We will
have to obtain exploration, development and environmental permits, licenses or
approvals that may be required for our operations. There can be no assurance
that we will be successful in obtaining, if required, a permit to commence
exploration, development and operation, or that such permit can be obtained in a
timely basis. If we are unsuccessful in obtaining the required permits it may
adversely affect our ability to carry on business and cause you to lose part or
all of your investment.

Mining Accidents Or Other Adverse Events At Our Property Could Reduce Our
Production Levels.

         If and when we reach production it may fall below estimated levels as a
result of mining accidents, cave-ins or flooding on the properties. In addition,
production may be unexpectedly reduced if, during the course of mining,
unfavorable ground conditions or seismic activity are encountered, ore grades
are lower than expected, or the physical or metallurgical characteristics of the
ore are less amenable to mining or processing than expected. The happening of
these types of events would reduce our profitably or could cause us to cease
operations which would cause you to lose part or all of your investment.

         The acquisition of gold mineral properties is subject to substantial
competition. If we must pursue alternative properties, companies with greater
financial resources, larger staffs, more experience, and more equipment for
exploration and development may be in a better position than us to compete for
properties. We may have to undertake greater risks than more established
companies in order to compete which could affect the value of your investment.


                                                                              10


We are substantially dependent upon AXIS To Carry Out Our Activities

         We are substantially dependent upon AXIS for our senior management,
financial and accounting, corporate legal and other corporate headquarters
functions. For example, each of our officers (other than Mr. Alford) is employed
by AXIS and, as such, is required by AXIS to devote substantial amounts of time
to the business and affairs of the other shareholders of AXIS.

         Pursuant to a services agreement, AXIS provides us with office
facilities, administrative personnel and services, management and geological
staff and services. No fixed fee is set in the agreement and we are required to
reimburse AXIS for any direct costs incurred by AXIS for us. In addition, we pay
a proportion of AXIS indirect costs based on a measure of our utilization of the
facilities and activities of AXIS plus a service fee of not more than 15% of the
direct and indirect costs. To date, AXIS has not charged us a service fee but
there can be no assurance that AXIS will not charge a fee in the future. This
service agreement may be terminated by us or AXIS on 60 days' notice. See
"Certain Relationships and Related Party Transactions."

Future Sales of Common Stock Could Depress The Price Of Our Common Stock

         Future sales of substantial amounts of common stock pursuant to Rule
144 under the Securities Act of 1933 or otherwise by certain stockholders could
have a material adverse impact on the market price for the common stock at the
time. There are presently 22,955,659 outstanding shares of our common stock held
by stockholders which are deemed "restricted securities" as defined by Rule 144
under the Securities Act. Under certain circumstances, these shares may be sold
without registration pursuant to the provisions of Rule 144. In general, under
rule 144, a person (or persons whose shares are aggregated) who has satisfied a
one-year holding period may, under certain circumstances, sell within any
three-month period a number of restricted securities which does not exceed the
greater of one (1%) percent of the shares outstanding or the average weekly
trading volume during the four calendar weeks preceding the notice of sale
required by Rule 144. In addition, Rule 144 permits, under certain
circumstances, the sale of restricted securities without any quantity
limitations by a person who is not an affiliate of ours and has satisfied a
two-year holding period. Any sales of shares by stockholders pursuant to Rule
144 may have a depressive effect on the price of our common stock.

Our Common Stock Is Traded Over the Counter, Which May Deprive Stockholders Of
The Full Value Of Their Shares

         Our common stock is quoted via the Over The Counter Bulletin Board
(OTCBB). As such, our common stock may have fewer market makers, lower trading
volumes and larger spreads between bid and asked prices than securities listed
on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market.
These factors may result in higher price volatility and less market liquidity
for the common stock.

A Low Market Price May Severely Limit The Potential Market For Our Common Stock

         Our common stock is currently trading at a price substantially below
$5.00 per share, subjecting trading in the stock to certain SEC rules requiring
additional disclosures by broker-dealers. These rules generally apply to any
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions (a "penny stock"). Such rules require the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and institutional or wealthy investors. For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to the sale. The broker-dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer quotations for
the penny stock and, if the broker-dealer is the sole market maker, the


                                                                              11


broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Such information must be provided to the customer orally or in
writing before or with the written confirmation of trade sent to the customer.
Monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stock. The additional burdens imposed upon broker-dealers by such requirements
could discourage broker-dealers from effecting transactions in our common stock.

The Market Price Of Your Shares Will Be Volatile.

         The stock market price of gold mining exploration companies like us has
been volatile. Securities markets may experience price and volume volatility.
The market price of our stock may experience wide fluctuations that could be
unrelated to our financial and operating results. Such volatility or
fluctuations could adversely affect your ability to sell your shares and the
value you might receive for those shares.


                                 USE OF PROCEEDS

         This prospectus relates to shares of our common stock that may be
offered and sold from time to time by the selling stockholder. There will be no
proceeds to us from the sale of shares of common stock in this offering. In
addition, any proceeds that we receive from the exercise of warrants to the
extent they are exercised for cash will be used for working capital and general
corporate purposes.


                         DETERMINATION OF OFFERING PRICE

         The Offering Price is estimated solely for purposes of calculating the
registration fee in accordance with Rule 457(c) under the Securities Act of
1933, as amended (the "Act"), and is based on the average of the closing bid and
asked prices for the common stock as reported on the OTC Bulletin Board on June
30, 2006.


                               SELLING STOCKHOLDER

         The following table sets forth as of June 30, 2006 the number of shares
of our common stock owned by the selling stockholder and the number of such
shares included for sale in this prospectus.

         The shares being offered by the selling stockholder are issuable upon
exercise of securities that were issued in connection with the following
transaction:

         On June 9, 2006, we entered into a Subscription Agreement with RAB
Special Situations (Master) Fund Limited ("RAB") pursuant to which we issued to
RAB in a private placement transaction (the "Private Placement") for an
aggregate purchase price of A$2,000,000 (US$1,542,000); (i)10,000,000 special
warrants (the "Special Warrants"), each of which is exercisable at any time to
acquire, without additional consideration, one share of common stock, and (ii)
warrants (the "Warrants") for the purchase of 20,000,000 shares of common stock,
at an exercise price of A$0.20 (US$0.1542) to be exercisable until April 30,
2011. The Warrants contain a cashless exercise provision whereby the holder, at
its option, may exercise the Warrants by surrender and cancellation of a portion
of the shares of our common stock issuable upon the exercise of the Warrants
based on the then current market price of our common stock. If the holders of
the Warrants elected to exercise the Warrants pursuant to this provision, we
would not receive any proceeds from the exercise of the Warrants.


                                                                              12


         The Company has agreed to prepare and file with the Securities and
Exchange Commission a registration statement, of which this prospectus forms a
part, covering the resale of the shares of common stock issuable upon exercise
of the Special Warrants and the Warrants.




                                                                   
                          Beneficial Ownership               Beneficial Ownership
                           Prior to Offering                    After Offering
                       --------------------------   ---------------------------------------
                                    Percentage of                            Percentage of
                                     Outstanding                              Outstanding
Selling                   Common       Common       Shares Being    Common       Common
Stockholder                Stock       Stock*         Offered        Stock       Stock*
---------------------- -------------                ------------  -----------

RAB Special Situations 31,670,000(1)    55.8%        30,000,000    1,670,000      2.9%
(Master) Fund Limited
1 Adam Street
London WC2N 6LE
England

------------------
* Based upon 26,711,630 shares outstanding at June 30, 2006.



(1)  Includes 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 at an
     exercise price of US$0.1542 per share. The special warrants and warrants
     are registered in the name of Credit Suisse client nominees (UK) Limited,
     as depository for RAB. 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.


                              PLAN OF DISTRIBUTION

General

         The selling stockholder and any of its pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholder may use any one or more of the
following methods when selling shares:

|X|  ordinary brokerage transactions and transactions in which the broker-dealer
     solicits purchasers;

|X|  block trades in which the broker-dealer  will attempt to sell the shares as
     agent but may  position  and resell a portion of the block as  principal to
     facilitate the transaction;

|X|  purchase by a  broker-dealer  as principal and resale by the  broker-dealer
     for its account;

|X|  an exchange  distribution  in accordance  with the rules of the  applicable
     exchange;


                                                                              13


|X|  privately negotiated transactions;

|X|  short sales;

|X|  broker-dealers  may agree with the selling  stockholder to sell a specified
     number of such shares at a stipulated price per share;

|X|  a combination of any such methods of sale; and

|X|  any other method permitted pursuant to applicable law.

         The selling stockholder may also sell shares under Rule 144 under the
Securities Act of 1933, as amended, if available, rather than under this
prospectus. The selling stockholder may also engage in short sales against the
box, puts and calls and other transactions in our securities or derivatives of
our securities, and may sell or deliver shares in connection with these trades.
The selling stockholder may pledge its shares to its brokers under the margin
provisions of customer agreements. If the selling stockholder defaults on a
margin loan, the broker may, from time to time, offer and sell the pledged
shares.

         Broker-dealers engaged by the selling stockholder may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder (or, if any broker-dealer acts as
agent for the purchase of shares, from the purchaser) in amounts to be
negotiated. The selling stockholder does not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

         The selling stockholder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

         We are required to pay all fees and expenses (excluding selling
expenses) incident to the registration of the shares being registered herein. We
have agreed to indemnify the selling stockholder against certain losses, claims,
damages and liabilities, including liabilities under the Securities Act.

         Blue Sky Laws. Under the securities laws of certain states, the shares
of common stock may be sold in such states only through registered or licensed
brokers or dealers. The selling stockholder is advised to ensure that any
underwriters, brokers, dealers or agents effecting transactions on behalf of the
selling stockholder are registered to sell securities in all fifty states. In
addition, in certain states the shares of common stock may not be sold unless
the shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.

         Costs of Registration. We will pay all the expenses incident to the
registration, offering and sale of the shares of common stock to the public
hereunder other than commissions, fees and discounts of underwriters, brokers,
dealers and agents. We estimate that the expenses of the offering to be borne by
us will be approximately US$25,674. The offering expenses consist of: a SEC
registration fee of US$674, accounting fees of US$10,000, legal fees of
US$10,000 and miscellaneous expenses of US$5,000.

         Regulation M. The selling stockholder should be aware that the anti
manipulation provisions of Regulation M under the Exchange Act will apply to
purchases and sales of shares of common stock by the selling stockholder, and
that there are restrictions on market-making activities by persons engaged in
the distribution of the shares. Under Regulation M, the selling stockholder or
its agents may not bid for, purchase, or attempt to induce any person to bid for


                                                                              14


or purchase, shares of our common stock while such selling stockholder is
distributing shares covered by this prospectus. The selling stockholder is not
permitted to cover short sales by purchasing shares while the distribution is
taking place. The selling stockholder is advised that if a particular offer of
common stock is to be made on terms constituting a material change from the
information set forth above with respect to the Plan of Distribution, then, to
the extent required, a post- effective amendment to the accompanying
registration statement must be filed with the Securities and Exchange
Commission.


                                LEGAL PROCEEDINGS

         We are not a party to any pending legal proceeding or litigation and
none of our property is the subject of a pending legal proceeding.


            DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS

         The following table sets forth our directors and officers, their ages
and all offices and positions with our company. Officers and other employees
serve at the will of the Board of Directors.


Name                      Age           Position(s) Held

Joseph Gutnick            54            Chairman of the Board, President, Chief
                                        Executive Officer and Director

David Tyrwhitt            68            Director

Peter Lee                 48            Director, Secretary, Chief Financial
                                        Officer and Principal Accounting Officer

Mordechai Gutnick         28            Director

Craig Alford              44            Vice President Exploration


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 and
is currently a Director of Astro Diamond Mines N.L., Great Gold Mines N.L., and
Quantum Resources Limited and President and CEO of Legend International Holdings
Inc, a US corporation listed on the OTC market. Mr. Gutnick was previously
Executive Chairman of Tahera Diamond 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.

David Tyrwhitt
         Dr Tyrwhitt was appointed a Director in November 1996. He is a
geologist, holding a Bachelor of Science and PhD degrees and has 40 years
experience in mineral exploration and management development and operation of
gold mines in Australia. Since 1996, Mr. Tyrwhitt has served as a consulting
geologist through David S. Tyrwhitt & Associates (June 2002 to present) and
Auminex Sdn. Bhd. (1996 to June 2002). Dr Tyrwhitt has been a Director of
numerous public listed companies in Australia in the mining industry and is
currently a Director of Astro Diamond Mines N.L., Great Gold Mines N.L., and
Quantum Resources Limited listed on the Australian Stock Exchange and Legend
International Holdings Inc, a US corporation listed on the OTC market.


                                                                              15


Peter Lee
         Mr Lee has been Chief Financial Officer and Principal Accounting
Officer since August 1989 and was appointed a Director in February 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 Australian Institute of
Company Directors and holds a Bachelor of Business (Accounting) from Royal
Melbourne Institute of Technology. He has over 25 years commercial experience
and is currently General Manager Corporate and Company Secretary of several
listed public companies in Australia and CFO and Secretary of Legend
International Holdings Inc, a US corporation listed on the OTC market.

Mordechai Gutnick
         On September 14, 2005, Mr Gutnick was elected a non-executive Director.
He is a businessman and long-term investor in the mining industry. From April
2001 to June 2002, Mr. Gutnick served as a project advisor for AXIS, which
provides services to the Company; from July 2002 to April 2003, Mr. Gutnick was
a private investor; and since May 2003, Mr. Gutnick has served as a
non-executive director of the following companies: Astro Diamond Mines N.L.'
Great Gold Mines N.L.; and Quantum Resources Limited. Mr 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.

Craig Alford
         In April 2004 the Company appointed Mr. Craig Alford as Vice President
Exploration. From February 1996 through February 2002, Mr. Alford served as
senior project geologist for Teck Cominco, from February 2002 through January
2003, Mr. Alford served as manager of All-Tech Services; and from January 2003
through April 2004, Mr. Alford was employed as a geologist for Cabra Consulting.
Mr. Alford has over 20 years of experience in the exploration business including
5 years as Senior Geologist to District Manager for Teck Cominco's exploration
programs in Kyrgyzstan, Argentina and Chile. Most recently Mr. Alford
participated in various successful exploration programs within Canada and the
former Soviet Union, including as a Geologic Consultant for Placer Dome, one of
the world's largest gold mining companies. Mr. Alford has worked in exploration
for several major and junior mining companies including Falconbridge, Golden
Star Resources, Granges, and Homestake Minerals. In addition, he has worked with
the Geologic Survey of Canada.

         Mr. Alford holds a Masters degree with Commendation in Geology from
Lakehead University. He has extensive exploration experience in many
commodities, including gold, silver, copper, lead, zinc, oil, and diamonds. Mr.
Alford's exploration experience is throughout Canada and several other countries
including Venezuela, Guyana, Chile, Argentina, Suriname, and Kyrgyzstan.

         Mr. Alford is responsible for overseeing Golden River Resources' gold
exploration in the Slave Craton and on the Committee Bay Greenstone Belt in
Canada. He will also be actively involved in continuing Golden River Resources'
strategy of acquiring high potential, early-stage gold properties worldwide.

         All Directors have been appointed for a one-year term which expires in
March 2007.

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
2005, our Board of Directors met three times. The Board of Directors also uses
resolutions in writing to deal with certain matters and during fiscal 2005, five
resolutions in writing were signed by all Directors.


                                                                              16


         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.

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 2005 and the Chair of the
Audit Committee met with the external auditors on three occasions during fiscal
2005 in respect to quarterly reports prior to the reports being filed.

Remuneration Committee

         The Board has a Remuneration Committee comprised of two independent
directors. During fiscal 2005, the Remuneration Committee met once. During the
year, the Remuneration Committee reviewed employment agreements and salary
levels of our executive officers were considered.

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.

Section 16(a) Beneficial Ownership Reporting Compliance

         Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our
Directors, executive officers and beneficial owners of more than 10% of the
outstanding Common Stock are required to file reports with the Securities and
Exchange Commission concerning their ownership of and transactions in our Common
Stock and are also required to provide to us copies of such reports. Based
solely on such reports and related information furnished to us, we believe that
in fiscal 2005 all such filing requirements were complied with in a timely
manner by all Directors and executive officers except (i) Mr Althaus (our former
chief operating officer) filed a Form 3 and nine Form 4's after the due dates
and has not yet filed a Form 4 with respect to the grant of options to him; (ii)
Mr Alford filed a Form 3 after the due date; (iii) Mr Lee filed a Form 4 after
the due date; and (iv) Dr Tyrwhitt filed a Form 4 after the due date.


                                                                              17


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth certain information regarding the
beneficial ownership of our common stock by each person or entity known by us to
be the beneficial owner of more than 5% of the outstanding shares of common
stock, each of our directors and named executive officers, and all of our
directors and executive officers as a group as of June 30, 2006.




Title of       Name and Address            Amount and nature of       Percentage
Class          of Beneficial Owner*         Beneficial Owner          of class
--------------------------------------------------------------------------------
Shares of      Joseph and Stera Gutnick       41,200,224   (2)(3)(4)    87.3
common stock                                               (5)(6)(7)

Shares of      RAB Special Situations         31,670,000         (9)    55.8
common stock   (Master) Fund Limited
               1 Adam Street
               London WC2N 6LE
               United Kingdom

Shares of      David Stuart Tyrwhitt              50,000   (2)(3)(8)      **
common stock

Shares of      Mordechai Zev Gutnick                   -     (3)(10)
common stock

Shares of      Peter James Lee                   250,000   (2)(3)(8)      **
common stock

Shares of      Craig Alford                      150,000     (3)(11)      **
common stock
--------------------------------------------------------------------------------
               All officers and Directors     41,650,224        (12)    87.3
               as a group
--------------------------------------------------------------------------------

*  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, 2006.

(2)  Does not include:

     (i)  8,949 shares of Common Stock beneficially owned by Great Gold Mines NL
          or
     (ii) 1,918 shares of Common Stock  beneficially  owned by Quantum Resources
          Limited or
     (iii) 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.


                                                                              18


(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.

(5)  Includes  500,000  shares  issuable upon exercise of stock options owned by
     Mr. Gutnick of which 333,334 are vested and 166,666 vest on July 27, 2006.

(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)  Issuable  upon  exercise of stock options of which 66.6% are vested and the
     remaining 33.4% will vest on July 27, 2006.

(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:

     (i)  8,949  shares of Common Stock  beneficially  owned by Great Gold Mines
          N.L. or
     (ii) 1,918 shares of Common Stock  beneficially  owned by Quantum Resources
          Limited

     of which  companies Mr MZ Gutnick is a Director as he disclaims  beneficial
     ownership of these shares.

(11) Includes 150,000 stock options which are exercisable.

(12) Includes  800,000  shares that are issuable upon exercise of stock options,
     of which 533,333 are vested,  and the  remaining  266,667 will vest on July
     27, 2006.


                                                                              19


                            DESCRIPTION OF SECURITIES

         The following description of our common stock is a summary of the
material terms of our common stock. This summary is subject to and qualified in
its entirety by our Certificate of Incorporation as amended, our Bylaws and by
the applicable provisions of the State of Delaware law.

         Our authorized capital stock consists of 100,000,000 shares of common
stock having a par value of $0.0001 per share, of which 26,711,630 shares were
issued and outstanding as of June 30, 2006.

         There is no cumulative voting for the election of directors. There are
no preemptive rights to purchase shares. The holders of shares of common stock
are entitled to dividends, out of funds legally available therefore, when and as
declared by the Board of Directors. The Board of Directors has never declared a
dividend and does not anticipate declaring a dividend in the future. Each
outstanding share of common stock entitles the holder thereof to one vote per
share on all matters. In the event of liquidation, dissolution or winding up of
our affairs, holders are entitled to receive, ratably, our net assets available
to shareholders after payment of all creditors. All of our issued and
outstanding shares of common stock are duly authorized, validly issued, fully
paid, and non-assessable. To the extent that our unissued shares of common stock
are subsequently issued, the relative interests of existing shareholders may be
diluted.

Transfer Agent

         The Transfer Agent and Registrar for our common stock is The Bank of
New York, 101 Barclay Street, New York, New York.


                      INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable


     DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                   LIABILITIES

         The Delaware Business Corporation Act and our by-laws, provide that we
shall indemnify our officers and directors and hold harmless each person who
was, is or is threatened to be made a party to or is otherwise involved in any
threatened proceedings by reason of the fact that he or she is or was our
director or officer, against losses, claims, damages, liabilities and expenses
actually and reasonably incurred or suffered in connection with such proceeding.
However, the statutory indemnity does not apply to: (a) acts or omissions of the
director finally adjudged to be intentional misconduct or a knowing violation of
law; (b) unlawful distributions; or (c) any transaction with respect to which it
was finally adjudged that such director personally received a benefit in money,
property, or services to which the director was not legally entitled. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to our directors, officers and controlling persons pursuant to the
forgoing provisions or otherwise, we have been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable


                       ORGANIZATION WITHIN LAST FIVE YEARS

Not Applicable


                                                                              20


                             DESCRIPTION OF BUSINESS


Introduction
         We are an exploration stage company engaged in the identification,
acquisition, exploration and development of mining prospects believed to have
gold mineralization. The main objective is to explore, identify, and develop
commercially viable prospects over which we have rights that could produce
revenues. These types of prospects may also contain mineralization of metals
often found with gold, such as platinum and silver and other `base metals'
(copper, nickel, lead, zinc) which also may be worth processing. Exploration and
development for commercially viable mineralization of any metal includes a high
degree of risk which careful evaluation, experience and factual knowledge may
not eliminate, and therefore, we may never produce any revenues.

         We hold properties in Nunavut, Canada. Golden River Resources holds
interests in the Slave Craton area within Nunavut and our currently owned 100%
subsidiary; Golden Bull Resources holds various prospects in the Committee Bay
Greenstone Belt in Nunuvut.
 We are in the initial stages of exploration programs and have not yet
identified any ore reserves.

         Please note that the Glossary in Appendix A to the prospectus contains
definitions for the geological and other specialized terms used in this section.

Slave Craton Properties

         During 2002, we reached an agreement with the Canadian company, Tahera
Diamond Corporation, to explore for gold on Tahera's extensive properties on the
Slave Craton in Nunavut, Canada. At that time, Tahera's Slave land package
included 177 properties and 11 Inuit Owned Land ("IOL") Concessions covering
approximately 471,000 acres. Tahera is an diamond mining company conducting
diamond exploration in the northern Slave Craton and brought its Jericho diamond
pipe into production in 2006.

         Tahera has an extensive database of data to which we have access,
including geophysical surveys, overburden and bedrock mapping, overburden
sampling and drilling data. We have agreed to pay them a two percent net smelter
return royalty on any production from gold and base metals we discover having
used Tahera's extensive database.

         We believe there are some exceptional gold targets on Tahera's ground;
principally in the High Lake Volcanic Belt, and in the Contwoyto Formation.

         Within the High Lake Volcanic Belt, the target is silicified
shear-hosted gold, similar to the 565,000 ounce ULU gold deposit which borders
the Tahera properties.

         The Contwoyto properties lay in close proximity to the Lupin gold mine,
which is a high grade gold deposit of over three million ounces. We believe that
there is significant potential for gold mineralization, similar to that found at
Lupin, on the Contwoyto properties.

         We have included a list of the mining properties that are covered under
our agreement with Tahera in Appendix B to this prospectus.

         The agreement with Tahera dated March 7, 2002 gives us rights of access
to exploration data of Tahera covering gold, silver and base metal potential on
properties held by Tahera or properties which are adjacent to or in the area of
the Tahera properties. If during our exploration for gold, silver or base
metals, we discover diamonds, Tahera retains the rights to the diamonds. Under
the agreement, if we wish to conduct exploration on the properties, we need to
seek access to the properties and enter into an access agreement with Tahera,
suitable to Tahera, which sets out the terms of our access. Our access cannot


                                                                              21


interfere with Tahera's operations on the properties. Tahera has the sole and
unfetted discretion to sell, transfer, assign, encumber, mortgage, pledge,
hypothecate, allow to lapse, forfeit, surrender or in any way dispose of its
interest in the properties. Should Tahera sell, transfer, assign the properties,
we would then need to negotiate access with the new holder of the properties. We
undertake exploration at our sole risk. Subject to Tahera's rights, we have the
right to exploit opportunities for gold, silver or base metals on the
properties. We have granted Tahera a 2% net smelter return royalty.

         We entered into an access agreement with Tahera for the 2004
exploration program.

         Each of the properties has minimum exploration expenditure commitments
on an annual basis to retain the rights for the property. The minimum
commitments can be met by actual exploration expenditure or by making a cash
payment in lieu of exploration expenditure. Expenditure by both Tahera and us is
counted towards the commitment. In 2004 and 2005, the commitments were met by a
mixture of exploration expenditure and cash payments by both Tahera and us. As a
result, the properties are available for exploration in 2006 and subject to the
commitments being met in 2006, will be available for exploration in 2007.

Location

Hood River Ground

         The Hood River mineral properties and Inuit Owned Land Concessions are
in the High Lake Volcanic Belt located in the northwest section of the Slave
Structural Province in the Mackenzie District of Nunavut. The land holdings
include 4 mining properties totalling 10,330 acres, and 5 contiguous IOL
concessions totalling 21,381 acres. Only the IOL concessions are within the
greenstone component of the High Lake Volcanic Belt and therefore of exploration
interest to us. The approximate center of the Inuit Concessions is about 45
kilometers north of the Arctic Circle, and 530 kilometers north-northeast of
Yellowknife. The IOL Concessions are held 50:50 by Benachee Resources Inc. and
Snowpipe Resources Ltd. (both wholly owned by Tahera). There are no known
encumbrances on the concessions.

Contwoyto Lake Ground

         The CO-08 IOL Concession is underlain by the Contwoyto Formation on the
east side of Contwoyto Lake. The original C0-08 Concession Agreement totaled
65,250 acres and is located in the Mackenzie District of Nunavut. The
approximate center of the C0-08 Concession is about 100 kilometers south of the
Arctic Circle, 100 kilometers north-northwest of Lac de Gras, and 380 kilometers
north-northeast of Yellowknife. The C0-08 Concession Agreement is held 50:50 by
Benachee Resources Inc. and Snowpipe Resources Ltd. (both wholly owned by
Tahera). There are no known encumbrances on the concessions.

Access, Infrastructure, Local Resources

         Access to all the areas in the Slave Craton is by aircraft. In summer
months, float equipped aircraft may land on local lakes of appropriate size
including Contwoyto Lake, Napatulik Lake, Penthouse Lake (unofficial name), and
Carat Lake. In addition, airstrips are available for fixed wing aircraft
equipped with tundra tires at the Lupin mine site, the Ulu mine site, and
Tahera's Carat Camp (Jericho). Helicopter support is needed to mobilize
personnel from camp sites to the property areas. The winter road which links
Yellowknife to the Lupin mine site on Contwoyto Lake has historically been used
for economical transportation of supplies in winter months. This road has since
been extended to Tahera's Carat Camp.

         Tahera's properties are located in the treeless Arctic within the zone
of permafrost. The weather in the property areas is typical of the continental
barren lands which experience cool summers and extremely cold winters. Winter


                                                                              22


temperatures can reach -45 degrees. Summer temperatures are generally in the 5
to 10 degree Celsius range but can reach the high 20's degrees Celsius. Average
annual snowfall rarely exceeds 1 meter, most of which falls during autumn and
spring storms. Small lakes are clear of ice usually by the third week in June
and start freezing over again in late September.

         The topography of the area consists of low rolling hills with areas of
low-lying swampy muskeg. Local relief is low, rarely exceeding 150 meters.

         The closest community with regularly scheduled air service is Kugluktuk
(formerly Coppermine) which is 145 kilometers northwest of the
Anuri/Rockinghorse concessions and 200 kilometers northwest of the Hood River
concessions. First Air has scheduled flights everyday from Yellowknife to
Kugluktuk. The main centre for transportation to the properties is through
Yellowknife, 530 kilometers southwest of the Hood River concessions, and 410
kilometers southwest of the Contwoyto concessions. Fixed wing and helicopter
charter services are available in Yellowknife, as are all supplies (groceries,
lumber, fuel, etc.) and expediting services. Additional existing infrastructure
to help service the land holdings includes Tahera's Jericho minesite and
Woldens' Lupin and Ulu minesites.

Exploration History

         All previous work reported by companies is quoted from open file
government assessment reports. For the Slave Craton land holdings non
diamond-related exploration activities are emphasized as these relate to our
interest and exploration agreement with Tahera. Specifically, previous
exploration work on the Hood River/High Lake and Contwoyto Lake land holdings
are detailed as these are deemed to be most prospective for gold.

Hood River/ High Lake Belt

         Exploration around and directly within the Hood River properties began
in 1965 and over the years has included sampling, mapping, trenching, and
drilling, as well as ground and airborne geophysical surveys.

         In 1989 the Ulu gold deposit was discovered. Previous efforts directly
on our Hood properties have outlined several key areas of anomalous gold
mineralization which include the Penthouse, Blackridge, Crown and the North Fold
Nose areas.

         In 1999 the Nunavut Land Claims Agreement came into effect and granted
surface ownership of about 360,000 square kilometers of land to the Inuit, of
which they have the subsurface rights for approximately 37,500 square
kilometers. Nunavut Tungavik Incorporation ("NTI") is the entity through which
these subsurface rights are administered. The areas around Ulu that in the Hood
River (CROWN, DEN, FIDO and ULU) were ultimately incorporated into NTI lands,
with the exception of the original ULU claim.

         In March, 2003, Strongbow Resources Inc. and Nunavut Tungavik
Incorporated announced an agreement whereby Strongbow could explore a large
parcel of land which covers all the south half of the High Lake Greenstone Belt
and borders Tahera's IOL concession on the east, south, and west.

Contwoyto Formation

         Following the discovery of the Lupin Mine on the western shore of
Contwoyto Lake in 1960, exploration for additional Lupin-style banded iron
formation hosted gold deposits commenced throughout the Contwoyto Formation.
This resulted in the discovery of a number of prospects many of which occur on
Tahera's Contwoyto properties.


                                                                              23


         Significant results that substantiate the gold prospectivity of the
region have been reported on several key areas which include the R43-R45, the
R44-R47, the 5-5, and the Ox prospects.

         Diamond exploration began in the area in 1993. Discovery of several
kimberlite bodies prompted a helicopter-borne EM and magnetic survey over 110
square kilometers in the Contwoyto Lake area. A part of the Tahera data set this
survey has delineated a number of prospective iron formations.

Geological Setting

         The Slave Structural Province encompasses an elliptical area 500
kilometers wide by 750 kilometers long and is located between Great Slave Lake
to the south and Coronation Gulf to the north.

         The Yellowknife Supergroup, important for ore deposits, occurs as
twenty-six linear volcanic belts surrounded by granitic batholiths. These belts
are typically isoclinally folded and largely range in age from 2715-2671 million
years. The belts have been divided in the literature into mafic
volcanic-dominated (Yellowknife type) and felsic volcanic-dominated (Hackett
River type). Yellowknife-type volcanic belts are dominated by massive to
pillowed basalt flows with lesser amounts of felsic volcanic and volcaniclastic
rocks, clastic sedimentary rocks and occasionally synvolcanic conglomerate and
carbonate units. The Hackett River-type belts are defined by the abundance of
calc-alkaline felsic and intermediate volcanic rocks intercalated with
turbidite.

         At least five episodes of Proterozoic diabase dyke "swarms" (2400
million years - 600 million years) have been recorded in the Slave Structural
Province. These dyke sets form local positive relief where they intrude easily
eroded lithologies such as the metaturbidites and negative relief in areas where
they are juxtaposed with granites and gneisses.

         No known mineral reserves are known on our land. All previous programs
have been exploratory in nature.

Prospects

Hood River Ground

         High grade gold prospects are found within a 9 by 7 kilometer block in
the west-central portion of the High Lake belt. Four main mineralized areas
occur; the North Fold Nose, Penthouse, Crown and Blackridge. The mineral
prospects on the properties occur in rocks of the same age and nature as at the
Ulu gold deposit where gold occurs in brecciated basaltic wallrock clasts which
are replaced by acicular arsenopyrite + quartz + K-feldspar.

         There is a spatial relationship between the gold bearing zones of the
Ulu deposit with the axial trace of the ULU anticline. The properties cover the
northern most two kilometers of this important fold axis. Several gold bearing
zones have been previously identified in this area. In one area along the axis,
a one meter wide quartz vein, outcrops for over 40 meters and contains
arsenopyrite, pyrite, pyrrhotite, chalcopyrite, and native copper. Highly
anomalous silver and bismuth were also returned from these samples.

         Further mineralized zones were discovered in the central fold of the
North Fold Nose. A gold value of 176 gpt gold was produced within the prospect
area from narrow quartz-pyrite vein rubble.


                                                                              24


         Previous exploration has outlined five zones of gold mineralization on
the Crown prospect (now largely within the properties). At the "Main Zone",
several highly anomalous gold values to 24 gpt were returned from an 800 meter
long silicified basalt/biotite schist contact. Seven trenches were dug in the
Main Zone area. Silicified zones up to 6 meters wide with arsenopyrite were
noted. The "B" zone is parallel to and 80 meters east of the Main Zone. The
structural setting and mineralogy here is similar to the Main Zone. Gold values
of 12.4 gpt and 8.7 gpt gold are found along 450 meters and the zone is reported
open to the north. Gold values to 1.8 and 4.6 gpt gold were reported from grab
samples of silicified basalt and sediments with arsenopyrite in the "Western
Zone." Anomalous gold values were also reported in the folded stratigraphy of
the "Eastern" and "Fold" zone.

         To the northwest of the Crown prospects are the Penthouse prospects.
The original sampling on the South Penthouse grid returned values of 23.9 to
220.1 gpt gold. The highest grade sample was from a silicified north-trending
shear zone which was traceable for 200 meters. A northeast trending shear,
traceable for 250 meters on the North Penthouse area returned significant gold
result from narrow arsenopyrite bearing veins. Additional highly prospective
zones of mineralization have been identified in the Penthouse area.

         Polymetallic quartz veins in the area contain highly elevated silver
values up to 473 gpt along with anomalous zinc, lead, cadmium, and antimony
values. This style of mineralization is very similar to the auriferous
polymetallic quartz vein at the Northern Fold Nose on the historic ULU 2 claim.

         Five principal styles of mineralization were identified by BHP on the
Penthouse grid, namely i) Auriferous silicified zones with arsenopyrite in
sediments; ii) Auriferous arsenopyrite bearing quartz veins at mafic
volcanic-sediment contacts; iii) Auriferous polymetallic quartz veins
transecting the mafic volcanic stratigraphy; iv) Stratabound massive sulphide
mineralization at the mafic volcanic-sediment contact; and v) Auriferous
polymetallic quartz veins hosted by sediments adjacent to the same mafic
volcanic-sediment contact.

         Massive sulphide mineralization is present as discontinuous pods up to
1.5 meters thick along the western basalt-sediment contact on the south
Penthouse grid. Values of up 4.8% zinc, 0.5% lead, 0.5% copper, 40 gpt silver
and 0.5 gpt gold were returned from surface sampling. No drilling was carried
out on this prospect.

         South of the Crown prospects, across the southeastern edge of a
granitic intrusion is the Blackridge prospect last worked by Aber Resources Ltd.
The mineralization consists of an altered and locally brecciated gabbro-hosted
silicified zone. The principal mineralized zone has been traced for at least 700
meters northeast and is 2.5 - 3.5 meters wide. The highest surface grades
include a chip sample of 7.5 gpt gold/ 9 meters.

Contwoyto Property

         More than 100 iron formation-hosted gold occurrences occur in the Point
Lake - Contwoyto Lake meta-sediment sequence. The most notable gold-bearing iron
formation in the vicinity is the Lupin gold mine. Mineralization specific to the
properties includes a number of significant iron formation hosted gold prospects
including the R43-R45, the R44-R47, the 4-2 grid, the Ox, and the 5-5 grid
prospects.

         The R43-R45 prospect is hosted by a Z-shaped folded iron formation up
to 10 meters wide and traceable for over 1.3 kilometers. The area is mainly
unsampled. The geology, mineralization, alteration and structure are extremely
similar to the Lupin gold mine (located just 28 kilometers to the west) where
gold mineralization is in a "Z" folded iron formation with pyrrhotite and
arsenopyrite. The R43-R45 "Z" fold is of the same magnitude as Lupin. No
drilling has ever been reported here.


                                                                              25


         The R44-R47 prospect is hosted by an iron formation up to 5 meters wide
and traceable on surface for 1.9 kilometers. Significant gold values have been
returned from surface sampling However, no drilling was reported.

         On the 4-2 prospect, previous explorers have traced a sulphide-rich
iron formation, in boulders up to 2 meters in size, on surface for 200 meters.
Significant gold assays have returned however, no follow-up drilling appears to
have been done.

         Within the Ox prospect, sampling of the iron formation returned gold
values from a pyrrhotite-rich boulder. One drill hole was conducted at the
prospect and intersected two separate iron formation horizons, 8.2 meters apart.
Both the upper and lower iron formation returned gold from assays.

         On the 5-5 prospect, several east-west trending, 300 to 2,700 meters
long EM conductors have been outlined. A total of six iron formations have been
identified, four of which are coincident with the EM conductors. Sulphide rich
boulders of iron formation at the southwest section of Grid 5-5 yielded gold
values. The "Fox A" prospect is also within the 5-5 Grid area and the iron
formation is 33 meters wide and 220 meters long and has returned gold values.
Drilling in 1987 on the 5-5 prospect included 8 holes totaling 942 meters. All
eight holes intersected iron formation and returned gold from a section
containing pyrite, arsenopyrite and pyrrhotite. Four short drill holes on the
5-5 grid in 1988 tested a folded iron formation as outlined by an IP survey. DDH
88-4, drilled 225 meters west of an earlier high grade intercept, intercepted a
further significant gold intersection in pyrite-rich siliceous iron formation. A
further high grade surface prospect in arsenopyrite and quartz- rich iron
formation boulders was apparently not drilled. The other drill holes intersected
siliceous +/- sulphidic iron formation ranging from 5.7 to 15.0 meters thick.

Work Programs

         The first phase of the Company's planned exploration programs over the
Hood River and Contwoyto IOL claim groups was carried out in August 2004 and
consisted of exploration mapping, sampling and prospecting. This initial program
was designed to follow up and assess geophysical and geological anomalies
reported by previous workers with a focus on targeting and expanding areas for
phase two work.

Hood River Ground

         Golden River Resources spent $104,446 on exploration on the Hood River
IOL Concessions. Four key areas warrant further investigation.

         Northern Fold Nose - This zone is located approximately 3 kilometers
north of the ULU deposit and is thought to be part of the major fold structure
which hosts the ULU deposit. Further mineralized zones were discovered within
the Northern Fold Nose area than previously described. Acicular arsenopyite was
noted in narrow shears within silicified basalt just south of the Northern Fold
Nose. Chip sampling of the exposed veins during the 2004 field season yielded
several samples of anomalous gold values. Gold values obtained from this work
ranged from 22.9 gpt to 495 ppb.

         Penthouse - The Penthouse prospects are underlain by a geologically and
structurally complex package of mafic volcanic and metasediments. The
metasediments are thought to form the conduit for mineralizing fluids. Gabbroic
sills occur within the mafic volcanics and sediments and form marker horizons
outlining the structural complexity of the area.

         A total of 65 samples were taken in the North Penthouse area with gold
values ranging from 0.98 gpt to 12.82 gpt in chip and grab samples. A total of
36 per cent of samples taken from this area yielded anomalous assays.


                                                                              26


         A total of 53 samples were taken from the South Penthouse area with 15
per cent returning anomalous values. These samples yielded the same arsenic-gold
relationship with values ranging from 1.95 gpt to a high of 30.32 gpt gold.

         Analysis of airborne geophysical data suggests that the South and North
Penthouse areas are actually one zone that is over 2 kilometers in strike
length.

         Crown - The 2004 field work consisted largely of examining and sampling
of the trenches in this area. A total of 60, 1.0 meter to 1.5 meter chip samples
were taken from these trenches. Results returned gold values from 5.78 gpt to
0.51 gpt with 32 per cent of the samples returning anomalous results.

         East of the trenched area, several anomalous zones were located
including a new zone that extended off the properties to the north for over 1
kilometer. This zone is roughly parallel to the Crown trench area and may
perhaps be part of a large scale folded stratigraphy.

         A total of 30 samples were taken on the east portion of the Crown area.
The gold values ranged from 2.75 gpt to 0.02 gpt.

         Blackridge area - The main prospect occurs along a gabbro-sediment
contact. The previously described linear mineralized contact zone was extended
to slightly over 750 meters.

         Anomalous results were returned from siliceous metavolcanics and
metasediments with the highest values returned from trenches cut into the gabrro
- metavolcanic/metasediment contact. A total of 39 samples were taken from this
area. Gold values ranged from 37.78 gpt to 2.5 gpt gold. Elevated copper values
were also noted. A total of 40 per cent of the samples taken returned anomalous
gold values. Overall, our 2004 results were an improvement over the reported
historical results.

Contwoyto IOL Concessions

         We spent CDN$109,057 on exploration on the Contwoyto IOL Concessions.
Some key areas that warrant further investigation include:

         Grid 5-5 Area - Field work revealed the area to be underlain by a
package of amphibole rich silicate facies iron formations. This area produced
the best gold results in the Contwoyto concessions with values ranging from 1.5
to 6.98 gpt gold from the iron formation. Geophysics indicated the zone trends
west, off shore, into the lake proximal to the Grid 5-5 zone.

         Ox Prospect - The area is underlain by a sulphide poor silicate facies
iron formation, 100 meters wide and extending over 150 meters to the northeast.
To the north of the claim block occur interbedded turbidites, biotite
schists/greywacke and coarse to fine grained heavily oxidized amphipobilite.
Mineralization is largely fine grained pyrite, pyrrhotite with minor
chalcopyrite and rare malachite, in trace to 5 percent abundance. The sampling
program on the Ox grid fold zone yielded consistent anomalous gold values.

         An airborne geophysical survey has outlined a number of strong magnetic
anomalies that have no surface expression. These areas require further
investigation.

Further Exploration

         After the 2004 program the IOL concession area at Contwoyto was
dramatically reduced down from 65,250.8 acres to 21,533.1 acres. All prospective
ground was retained. The area reduction was done in conjunction with Tahera and
it served to also greatly reduce the amount of exploration requirement for this
area. A program of approximately $63,300 would be required to maintain the
ground into 2006. A small portion of the Hood River IOL Concession area was also
reduced with all prospective ground retained for further exploration. Due to
large exploration expenditures by Tahera within these concessions, there was no
required spending in 2005 to conduct exploration to maintain this ground.


                                                                              27


         As a result of the 2004 field season, several areas have emerged as
having a strong potential for gold based on geological, mineralogical and
structural criteria and as such require further examination. A program of
detailed structural mapping is planned in order to understand the complex
structural environment. Further work will include detailed sampling and ground
geophysics over key anomalous areas with a follow up drilling. The ULU deposit
was discovered within two years through a similar approach.

         The most immediate target area for drilling will be the Penthouse
prospect in the Hood River area. The two `north' and `south' zones have been
shown to be actually one zone by the airborne geophysical data. The prospect
contains anomalous gold values and is likely part of the same structure as hosts
the Ulu gold deposit to the west.

         Currently no immediate drill targets exist on the Contwoyto ground and
we plan to undertake selective mapping and ground geophysical surveys during
2006 to develop future drill targets, particularly over the R43-R45 prospect as
outcrop in the area is extremely limited, before drilling would commence.

Committee Bay Belt

         In June 2002, we staked land in the highly prospective Committee Bay
Greenstone Belt.

         The Committee Bay Greenstone Belt is located approximately 240
kilometers northeast of Baker Lake in Nunavut, Canada and is believed to
represent the largest under-explored greenstone belt in North America, with
potential to host world-class gold deposits.

         The geology is highly prospective for banded iron formation hosted gold
(as in the 3 million ounce Meadowbank and the 4.6 million ounce Meliadine gold
deposits to the south). Our properties protect several auriferous iron
formations. In addition to the banded iron formation hosted gold targets, this
Belt has potential for shear-hosted lode gold, Witswaterstrand style gold,
komatiite hosted stratiform nickel-copper (Kambalda analogy), and platinum group
elements ("PGE's") in layered igneous complexes (Laughland Lake Anorthosite
Suite).

         Originally 29 properties were staked comprising a land area of 71,694
acres in the Committee Bay Greenstone Belt in central Nunavut, Canada. These
properties were recorded on October 16, 2002. From the original area we retained
a total of 49,439.48 acres on 21 properties. To keep the properties in good
standing, we needed to spend a total of CDN$197,798 of assessment work by
October 16, 2004. A total of CDN$98,879 (CDN$2 per acre) is required in each
subsequent year up to 2012 (at which point a decision to bring the properties to
lease must be made). During the 2004 field season, we spent CDN$1.567 million on
exploration and all amounts in excess of the commitment can be offset against
future commitments. As a result of the amount we spent during 2004, we have
already met the expenditure commitment until 2012. We have included a list of
our mining properties in the Committee Bay Greenstone Belt in Appendix B to this
prospectus.

Location

         The Committee Bay Claims are located 245 to 365 kilometers northeast of
the town of Baker Lake (Qamani'tuaq), Nunavut, Canada, or 210 to 320 kilometers
west to southwest of the town of Repulse Bay (Ngoldjat). The community of
Kagaaruk (formerly Pelly Bay) is 190 to 305 kilometers northeast of the claim
groups. Our land holdings in the Committee Bay Greenstone Belt include 21
properties in 10 claim blocks. These properties total approximately 49,439.48
acres and all were recorded on October 16, 2002.


                                                                              28


Access, Infrastructure, Local Resources

         Access to the properties is by fixed wing aircraft. Alternatively,
float equipped planes have the option of landing at some of the larger lakes
(Laughland Lake for example) or on sections of the Hayes River. Helicopter
support is required to mobilize personnel from camp to the property areas.

         The Committee Bay Greenstone Belt lies within the zone of permafrost.
The mean annual temperature of -20oC reflects its Arctic location (the Arctic
Circle transects the property area). The climate is typical of the Eastern
Arctic with average temperatures in the winter months of -30oC to -35oC, and
+10oC to +12oC in the summer. The ground remains snow covered for more than 250
days a year (generally September to June). Rivers break up in June and lakes are
ice bound until mid July.

         The project area is on the northern section of the Wager Plateau, a
shield area that has been significantly modified by glacial processes.
Elevations range from 122 meters above sea level in the southwest to 560 meters
above sea level in the northeast.

         The closest community with regularly scheduled air service is Baker
Lake, about 350 kilometers to the southwest. Canadian North and First Air
flights arrive from Yellowknife and Iqaluit. Calm Air flies from Winnipeg to
Rankin Inlet (Kangiqliniq) and then on to Baker Lake daily except Sundays.
Kivalliq Air flies from Cambridge Bay (Qaluktuuttiaq) to Baker Lake enroute to
Rankin Inlet. Fuel and expediting services are available in Baker Lake. There is
little infrastructure in the claim area apart from the Committee Bay Resources
Hayes River camp which has a winter airstrip and fairly regular supply flights.

Property History

         All previous work reported by companies is quoted from open file
government assessment reports.

         Following the release of Heywood's original geology map of the area in
1961, several exploration companies performed work in the Committee Bay
Greenstone Belt. The nickel-copper potential of ultramafic rocks was the primary
target of this first exploration wave. In 1969 to 1970, explorers mapped,
sampled and conducted limited geophysical surveys on areas now covered by our A
and E properties. This program outlined several electromagnetic conductors
coincident with surface mineralization. The best trench value occurred on the
"E" properties of 0.51% nickel on a 1.46 kilometer long conductor.

         Further exploration was undertaken during the general nickel-copper
reconnaissance in 1970 and 1974 and more detailed work in 1975 and 1976.
Geologic mapping, ground magnetic and EM surveys were conducted in the Hayes
River area. Although prospective rock units with nickel and copper values were
found, no further follow up was recommended.

         In 1986, reconnaissance rock samples were taken within the current
Pickle properties area.

         Southwest of the central tonalite, in the area of our Pickle
properties, several permits were granted to the Committee Bay Joint Venture
(CBJV) in 1993. Sampling by CBJV returned gold values in sheared banded iron
formation with pyrite + arsenopyrite. Although CBJV's Pickle 1 claim was staked
in 1995, no follow-up work was reported. The iron formation at this site is
70-100 meters thick and traceable for 1.5 kilometers.


                                                                              29


         In 1992, reconnaissance sampling in the Committee Bay area was
undertaken on behalf of the CBJV. Several highly anomalous gold values were
returned from rock samples taken. Follow-up work was performed in 1993. High
gold values corresponded with banded iron formation with quartz veining and/or
silicification, and pyrite + pyrrhotite +/- arsenopyrite. In 1995, further rock
samples were taken, and eight drillholes totaling 811.41 meters completed. This
work exclusively focused on the Bluff properties in Hayes River area and the
Inuk area further to the northeast. In 1996, the CBJV flew a 13,262 line
kilometer detailed geophysical survey (magnetics and VLF), collected additional
rock samples and drilled 6 holes at Three Bluffs. Approximately CDN$5.4 million
was collectively spent on the Committee Bay Greenstone Belt between 1992 and
2001 by explorers. This exploration focused on three areas: Laugh land Lake,
Hayes River and Curtis River.

         Numerous gold occurrences were discovered by the CBJV between 1992 and
2001. Of particular note are the Pickle, Four Hills, Cop, Ghost Coyote, Ridge,
Bluff group and West Plains prospects.

         Our five Wrench properties were previously within prospecting permits
granted to the CBJV in 1994. Reconnaissance sampling by the CBJV returned a
series of gold anomalies over approximately three kilometers in sheared oxide
banded iron formation in their northern part of their BLUFF claim block.

         The Committee Bay Greenstone Belt was the subject of two separate 3
year (2000-2003) government targeted geoscience inititive ("TGI"). These TGIs
are a collaboration between the Geological Survey of Canada, Canada-Nunavut
Geoscience Office and university partners. The stated objective of TGI was to
increase the level and cost-effectiveness of private sector exploration for
mineral resources. Government work in the Committee Bay Greenstone Belt included
1:100,000 scale geologic mapping, prospecting, surficial mapping, drift
prospecting, and airborne geophysics. Airborne magnetic surveys (400 meter
flight line spacing) were carried out and released as total field maps in 2002.
Quaternary research involved multimedia sampling for gold and base metals and
this drift prospecting/sampling was carried out between 2001 and 2003.

         Committee Bay Resources Limited ("CBR") is the largest landholder in
our claim area. At Three Bluffs, CBR's drilling defined gold mineralization for
at least one kilometer along strike and to a depth of 320 meters from surface. A
near surface high grade inferred mineral resource of 1.9 million tonnes grading
8.0 gpt gold for 487,000 ounces was defined by 49 drill holes. Using a lower
cutoff grade, this inferred mineral resource is expanded to 5.1 million tonnes
grading 4.0 gpt gold for 657,000 ounces. This information can be found on the
CBR website.

         The government aeromagnetic survey shows a continuation of the Three
Bluffs iron formation for at least three kilometers onto our Wrench properties.
Government sampling in 2001 on this trend returned gold intersections from
sulphide bearing (pyrite + pyrrhotite), quartz-veined intervals of oxide banded
iron formation.

         Numerous other prospective gold targets (West Plains, Four Hills,
Coyote, etc) are the subject of ongoing investigation by CBR. Our properties
border or are along strike of CBR's prospects.

Geologic Setting

         The Prince Albert Group ("PAG") incorporates a series of Archean aged
greenstone belts that stretch approximately 600 kilometers northeast from the
Aylmer Shear Zone in the south to the eastern tip of Melville Peninsula in the
north. A 300 kilometers long section southwest of Committee Bay is referred to
as the Committee Bay Greenstone Belt.


                                                                              30


         The stratigraphy of the Committee Bay Greenstone Belt includes banded
iron formation up to 50 meters thick, komatiite volcanic flows, basalts,
intermediate to felsic tuffs, and quartz-cobble conglomerates. Deformation is
recorded by major shear zones, second order faults, complex folding, and felsic
intrusions. Numerous gold prospects are spread out over a 260 x 40 kilometer
area including the Inuk zone in northeast Committee Bay and the Three Bluffs
zone in the Hayes River area.

         The approximate age of the Committee Bay Greenstone Belt ranges from
2.718 billion years to 2.732 billion year old.

         Younger plutonic intrusions include the 1830 Million year old Hudson
monzogranites. Laterally continuous northeast trending quartz-feldspar porphyry
dykes, 0.5 meter to 10 meter wide, are traceable for hundreds of meters in the
Three Bluffs area. Age dates for these porphyry dykes are not currently
available.

Prospects

         The Committee Bay Greenstone Belt is prospective for a number of
mineral deposit types including banded iron formation hosted gold, shear-hosted
lode gold, komatiite hosted stratiform nickel-copper (Kambalda analogy), and
platinum group elements in layered igneous complexes.

         Examples of iron formation hosted gold include our Wrench properties
where government sampling in 2001 returned gold intersections from sulphide
bearing (pyrite + pyrrhotite), quartz-veined intervals of oxide banded iron
formation. This section of iron formation is over 6.5 kilometers long.
Additional kilometer-scale segments of iron formation with anomalous gold are
present further to the east within the Wrench claim block.

         Other iron formation hosted gold examples include mineralization on our
Pickle properties. The iron formation here is 70-100 meters thick and traceable
for 1.5 kilometers. The gold values are found in sulphide rich sections
(arsenopyrite and pyrite) of the sheared oxide + silicate banded iron formation
over a distance of 1.35 kilometers. In addition gold values in iron formation
are also found on our NN1 and NN2 properties.

         An example of shear-hosted gold in the Committee Bay Greenstone Belt is
CBR's Coyote prospect where high grade gold values were returned from intensely
sheared gabbro with quartz veins, pyrite + pyrrhotite + chalcopyrite + visible
gold. The hosting structure is a splay off the east-west Walker Lake Shear Zone
and is a classic setting for shear-hosted gold. We have a claim on either side
of the Coyote claim prospect.

         Komatiite hosted (Kabalda-style) nickel potential exists on our three
EE properties (EE 1-3). These properties cover nickel values from 0.2% to 0.5%
spread over 930 meters of a contact between a thick ultramafic body and
sediments. The highest copper value was 0.2%. A second ultramafic/sediment
contact on the western edge of the western E claim also has anomalous nickel
over a similar strike length. The folded stratigraphy in the centre of the EE
claim block is also prospective for gold (samples to 200 ppb).

         The Laughland Lake Anorthosite Suite ("LLAS") has good PGE potential.
Rusty zones defined by sulphide gossans of up to 100 meters wide and 500 meters
long have been reported in this area. Values to 185 ppb Pt, 41 ppb Pd, 1530 ppm
nickel, and 1.35% copper have originated from these zones.

Work Program

         A total of CDN$1.567 million was spent on our Committee Bay Greenstone
Belt 2004 program. A large portion of the expense went to establishing a
re-usable base-camp into this fairly remote location. All field, office, and
camp supplies, as well as fuel, were flown in. All field activities were
helicopter supported.


                                                                              31


         Between June 2004 and early September 2004, a regional, grassroots-type
prospecting/mapping program was undertaken to explore all of our mineral
properties in the Committee Bay Greenstone Belt. Each of our 21 properties holds
significant promise of a mineral deposit. In some localities outcrop was not
abundant or observed, however, many of the claim sites were selected to cover
key magnetic anomalies identified from the government regional airborne survey.

         A total of 1,476 rock samples were removed and analyzed from the 21
properties. In addition, a small soil grid was established on the Wrench
property and 658 soil samples were collected. Anomalous to ore grade gold was
returned from sampling on several of the claim areas. Of particular note were
the results from the Wrench property which cover an area adjacent to the CBR's
Three Bluffs deposit and were found to hold identical structures and
lithologies. Sampling along exposed banded iron formation produced high gold
values of up to 100.45 gpt gold and anomalous values were returned from a 1.5
kilometer strike length of the target iron formation horizon.

         Our exploration program began in late May 2004 with a geophysical
program on the Wrench property. This is covered in the "Geophysical Surveys"
section.

Geophysical Surveys

 Wrench Property

         An eighty six line grid was established over the Wrench Claims by
Aurora Geosciences Ltd of Yellowknife, NT. Grid point control was accomplished
using GPS technology. Lines were spaced every one hundred meters and in total
the grid was comprised of 176.46 line kilometers. Subsequently, two geophysical
surveys were undertaken. Total field magnetic surveying was carried out with
readings obtained at 6.25 meter stations. Horizontal loop electromagnetic (HLEM)
surveying was also undertaken. Readings for this survey were spaced at twenty
five meter intervals.

         The Wrench claim group comprises five contiguous properties covering
approximately 4,900 hectares. A government aeromagnetic survey confirms that the
Wrench iron formation is directly connected with and along strike of CBR's Three
Bluffs iron formation hosted gold deposit.

         The geophysical program served a number of purposes. The magnetics
accurately traced the iron formation and delineated important structural
information such as faulting and folding. The HLEM component highlighted where
the conductive pyrrhotite-rich sections of the iron formation are and, in
conjunction with the magnetics, may define trenching and drill targets.

         The magnetic survey outlined a strong, six kilometer long
northeast-trending magnetic anomaly along the western half of the grid. In the
southeastern portion of the grid, two additional strong, parallel, magnetic
anomalies were recorded. The HLEM survey outlined 17 distinct conductive
trends/anomalies, most of which are coincident with, or flank very strong
magnetic features.

         Field verification of the magnetic anomalies indicated that the
magnetic anomalies are a result of the presence of continuous banded iron
formation units that underlie the grid area.

Proposed Work

         With the large assessment credit excess from the 2004 program, we have
already met our expenditure commitments until 2012 for most properties (see
Appendix B). However due to the gold potential and interest in the Committee Bay
Greenstone Belt, further work is being planned.


                                                                              32


         Future exploration programs will involve further geophysical surveys,
mapping, prospecting, sampling, and drilling. Identifying and defining drill
targets will be the primary objective.

         Three areas present themselves as likely drill targets, the Wrench
prospect (gold values up to 100 gpt) which is along strike of CBR's Three Bluffs
deposit; the Pickle claim IF which has the thickest intervals of sheared banded
iron formation and the West claim which has the same geophysical anomalies as
CBR's West Plains drill area.

Regulation

Mining in Canada

         The mining industry in Canada operates under both federal and
provincial or territorial legislation governing the exploration, development,
production and decommissioning of mines. Such legislation relates to the method
of acquisition and ownership of mining rights, labour, health and safety
standards, royalties, mining and income taxes, exports, reclamation and
rehabilitation of mines, and other matters. The mining industry in Canada is
also subject to legislation at both the federal and provincial or territorial
levels concerning the protection of the environment. Legislation imposes high
standards on the mining industry to reduce or eliminate the effects of waste
generated by extraction and processing operations and subsequently deposited on
the ground or emitted into the air or water. The design of mines and mills, and
the conduct of extraction and processing operations, are subject to the
regulatory restrictions. The exploration, construction, development and
operation of a mine, mill or refinery require compliance with environmental
legislation and regulatory reviews, and the obtaining of land use and other
permits, water licenses and similar authorizations from various governmental
agencies. Legislation is in place for lands under federal jurisdiction or
located in certain provinces and territories that provide for the preparation of
costly environmental impact assessment reports prior to the commencement of any
mining operations. These reports require a detailed technical and scientific
assessment as well as a prediction of the impact on the environment of proposed
mine exploration and development.

         Failure to comply with the requirements of environmental legislation
may result in regulatory or court orders being issued that could result in the
cessation, curtailment or modification of operations or that could require the
installation of additional facilities or equipment to protect the environment.
Violators may be required to compensate those suffering loss or damage by reason
of mining activities and the violators, including our officers and directors,
may be fined or, in some cases, imprisoned if convicted of an offence under such
legislation. Provincial and territorial mining legislation establishes
requirements for the decommissioning, reclamation and rehabilitation of mining
properties that are closed. Closure requirements relate to the protection and
restoration of the environment and the protection of public safety. Some former
mining properties must be managed for a long time following closure in order to
fulfill regulatory closure requirements. The cost of closure of existing and
former mining properties and, in particular, the cost of long-term management of
open or closed mining properties can be substantial.

Government Regulations

         We are committed to complying and, to our knowledge, are in compliance
with all governmental and environmental regulations. Permits from a variety of
regulatory authorities are required for many aspects of mine operation and
reclamation. Our exploration work is subject to the Mining Land Use Regulations
of the Indian and Northern Affairs Canada Mining Act. This Act requires us to
obtain permits prior to performing significant exploration programs.


                                                                              33


         We cannot predict the extent to which future legislation and regulation
could cause additional expense, capital expenditures, restrictions, and delays
in the development of our Canadian properties, including those with respect to
mining properties. Our activities are not only subject to extensive federal,
provincial and local regulations controlling the mining of and exploration for
mineral properties, but also the possible effects of such activities upon the
environment. We will be obligated to take steps to ensure that such streams
draining the property do not become contaminated as a result of our activities
on the property. We are not aware of any environmental problems on the property
as of the date of this prospectus.

         The mining industry in Nunavut, where our exploration properties are
situated, operates under Canadian federal and territorial legislation governing
prospecting, development, production, environmental protection, exports, income
taxes, labour standards, mine safety and other matters. We believe our Canadian
operations are operating in substantial compliance with applicable law.

         Our exploration works is subject to environmental regulation primarily
by the Federal Department of Indian Affairs and Northern Development and the
Nunavut Water Board. The Department of Fisheries & Oceans (Canada) and the
Department of the Environment (Canada) have an enforcement role in the event of
environmental incidents, but presently have no direct regulatory role in
relation to exploration activity.

         On April 1, 1999, the Nunavut Land Claims Agreement, dated May 28,
1993, between the Inuit of Canada's eastern arctic region and Her Majesty the
Queen in right of Canada, came into force. Under this agreement, the Inuit were
granted ownership of approximately 360,000 square kilometers of land in an area
referred to as the Nunavut Settlement Area, including ownership of subsurface
rights in approximately 37,500 square kilometers of those lands. Third party
interests in lands in the Nunavut Settlement Area created prior to April 1, 1999
are protected under the Nunavut Land Claims Agreement. Where a third party was
granted a mining lease under the Canada Mining Regulations in lands comprising
the Nunavut Settlement Area, that interest continues in accordance with the
terms and conditions on which it was granted, including any rights granted under
the legislation that give rise to the interest. However, where any successor
legislation has the effect of diminishing the rights afforded to the federal
government, it will not bind the Inuit without its consent. The Inuit are
entitled to receive whatever compensation is payable by the interest holder for
the use of exploitation of mineral rights. The federal government continues to
administer the third party interest on behalf of the Inuit, unless the third
party and the Inuit enter into an agreement under which the third party agrees
to the administration of their interest by the Inuit. In the event such an
agreement is reached, the applicable legislation will cease to apply to the
third party interest. Subsurface interests in such lands continue to be
administered in accordance with applicable legislation relating to those
interests and are not affected by the Nunavut Land Claims Agreement.

         Third party interests in lands in the Nunavut Settlement Area created
on or after April 1, 1999 are granted, in the case of surface rights, by the
appropriate regional Inuit association and, in the case of subsurface rights, by
Nunavut Tungavik Incorporated. Which will hold subsurface title to Inuit owned
lands and will be additionally responsible, in consultation with the appropriate
regional Inuit associations, for the administration and management of those
subsurface rights.

Government Requirements for Maintenance of Claims

Slave Craton

         Fees and exploration expenditures associated with the maintenance of
Tahera Corporation's ground covered under the Slave Craton Agreement with Golden
River Resources is the responsibility of Tahera.


                                                                              34


Committee Bay Greenstone Belt

         The Nunavut Government has granted our interest in the 21 mineral
properties in the Committee Bay Greenstone Belt described in this Report.

         To keep the 21 properties in good standing, we were required to spend a
total of CDN$197,798 of qualifying assessment work by October 16, 2004.
Assessment work must be filed with the Mining Recorder within 30 days of the
claim's anniversary date or within 60 days of the lapsing notice date.

         A total of CDN$98,879 (CDN$2 per acre) is required in each subsequent
year up to 2012 (at which point a decision to bring the properties to lease must
be made).

         In 2004 we spent a total of CDN$1,566,962 of on our properties. All
assessment work was filed and the excess of CDN$1,369,164 was used to offset the
expenditure requirement in following years. As a result we have already met our
commitment until 2012 for most properties (see Appendix B).

Gold Price Volatility

         The volatility of the market price of gold is illustrated by the
following table which sets forth for the periods indicated the high and low of
the London PM (afternoon) fix of the gold price in U.S. dollars per ounce
(rounded to the nearest dollar), as published by Kitco Precious Metals Company
of Canada at www.Kitco.com. Gold Prices Per Ounce (US$)

       Year          High        Low

       1998          $ 313       $ 273
       1999          $ 325       $ 252
       2000          $ 312       $ 263
       2001          $ 293       $ 255
       2002          $ 349       $ 277
       2003          $ 412       $ 321
       2004          $ 453       $ 375
       2005          $ 537       $ 411


         As of June 26, 2006, the London PM fix of the gold price was US$613.50.

Employees

         We have a Vice President Exploration who is a full time employee. We
also use temporary employees in our field exploration programme. The services of
our Chief Executive Officer, Joseph Gutnick and Chief Financial Officer and
Secretary, Peter Lee, as well as clerical employees are provided to us on a
part-time as needed basis pursuant to a Service Agreement dated November 25,
1988 (the "Service Agreement") between us and AXIS Consultants Pty Limited
("AXIS"). AXIS also provides us with office facilities, equipment,
administration and clerical in Melbourne Australia pursuant to the Service
Agreement. The Service Agreement may be terminated by written notice by either
party.

            Other than this, we rely primarily upon consultants to accomplish
our exploration activities. We are not subject to a union labour contract or
collective bargaining agreement.


                                                                              35


Competition

         There is aggressive competition within the minerals industry to
discover and acquire properties considered to have commercial potential. We
compete for the opportunity to participate in promising exploration projects
with other entities, many of which have greater resources than we do. In
addition, we compete with others in efforts to obtain financing to explore and
develop mineral properties.

History

         Our predecessor corporation, Bayou Oil, was incorporated under the laws
of Minnesota in 1973 and since that time it had a number of activities that have
been ceased.

         On February 13, 1998, we incorporated a 100% owned subsidiary, Bayou
Australia Pty Ltd, a corporation incorporated under the laws of Australia.

         On June 29, 1999 we undertook a reverse stock split on a 1:20 basis and
amended our Articles of Incorporation to amend the par value of our shares from
US$0.15 cents to US$0.0001 cents per share. On September 27, 1999 we changed our
name from Bayou International, Ltd to Baynet, Ltd.

         In May 2000, we commenced work on the development of a B2B mining
portal however, this was abandoned as it was considered uneconomic.

         On July 13, 2000 we changed the name of our subsidiary, Bayou Australia
Pty Ltd to Baynex.com Pty Ltd. On August 21, 2000 we incorporated a new wholly
owned subsidiary, Baynet International Pty Ltd, a corporation incorporated under
the laws of Australia. In October 2000, we changed our name to Bay Resources
Ltd.

         During fiscal 2001, we conducted a due diligence review of St. Andrew
Goldfields Ltd ("St. Andrew") with a view to taking a substantial investment in
St. Andrew. Following the conclusion of the review, we decided not to proceed
with the investment.

         During the 2002 fiscal year we continued to expand our gold exploration
business by:

(i)  entering  into an  agreement  to  explore  for gold on  Tahera's  extensive
     property interests on the Slave Craton in northern Canada; and

(ii) making application via a new 100% owned subsidiary, Golden Bull (previously
     known as 4075251  Canada Inc),  for  properties  in the highly  prospective
     Committee Bay Greenstone Belt in Nunavut, Canada.

         In October 2002 we entered into an agreement (via our wholly owned
subsidiary Bay Resources (Asia) Pty Ltd) with the Tibet Bureau of Geology and
Minerals Exploration Development, China to earn a minimum 51% interest in the
Xigaze copper belt running in a 200 kilometer east-west trend either side of
Lhasa. However, in February 2003 we decided to withdraw from these arrangements
as a result of further hurdles being placed before us by the Chinese authorities
that were not known at the time of entering into the agreement.

         It is the policy of our Board of Directors that we will not engage in
any activities which would subject us to registration and reporting requirements
of the Investment Company Act of 1940.


                                                                              36


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

General

         The following discussion and analysis of our financial condition and
plan of operation should be read in conjunction with the Financial Statements
and accompanying notes and the other financial information appearing elsewhere
in this prospectus. This prospectus contains numerous forward-looking statements
relating to our business. Such forward-looking statements are identified by the
use of words such as believes, intends, expects, hopes, may, should, plan,
projected, contemplates, anticipates or similar words. Actual operating
schedules, results of operations, ore grades and mineral deposit estimates and
other projections and estimates could differ materially from those projected in
the forward-looking statements.

         We are an exploration stage mining company. Our objective is to exploit
our interest in the mineral claims in Nunavut, Canada. Our principal exploration
target is for gold and we are seeking to determine whether adequate gold
reserves are present on the property covered by our claims to develop an
operating mine. We are in the initial stages of our exploration program and we
have not yet identified any ore reserves. We have not generated any revenues
from operations.


Consolidated Statement of Operations Data
(in thousands, except per share data)

                             Year ended       Conv.   Nine Months Ended   Conv.
                               June 30       Transl.      March 31,      Transl.
                            2004     2005     2005      2005     2006     2006
                             A$       A$       US$       A$       A$       US$

Revenues                         -       -        -          -       -        -
--------------------------------------------------------------------------------

Costs and expenses           1,722   2,603    1,984      2,180     968      804
--------------------------------------------------------------------------------

Loss from operations        (1,722) (2,603)  (1,984)    (2,180)   (968)    (804)
--------------------------------------------------------------------------------

Other income (loss)             (1)      3        2          5     (36)     (30)
--------------------------------------------------------------------------------

Profit (loss) before
 income taxes               (1,723) (2,600)  (1,982)    (2,175) (1,004)    (834)
--------------------------------------------------------------------------------

Provision for income taxes       -       -        -          -       -        -
--------------------------------------------------------------------------------

Net profit (loss) from
Continuing Operations       (1,723) (2,600)  (1,982)    (2,175) (1,004)    (834)

Net loss from
Discontinued Operations          -       -        -          -       -        -
--------------------------------------------------------------------------------

Net profit (loss)           (1,723) (2,600)  (1,982)    (2,175) (1,004)    (834)
--------------------------------------------------------------------------------


                               A$       A$      US$        A$       A$      US$

Net profit (loss) per
 share                        (.18)   (.16)    (.12)      (.13)   (.06)    (.05)

On continuing operations         -       -        -          -       -        -
--------------------------------------------------------------------------------

On discontinued operations    (.18)   (.16)    (.12)      (.13)   (.06)    (.05)
--------------------------------------------------------------------------------


                                                                              37


Weighted average number of
 shares outstanding
 (000's)                     9,385  16,714   16,714     16,714  16,714   16,714
--------------------------------------------------------------------------------


Consolidated Balance Sheet Data
-----------------------------------

                               A$      A$      US$        A$       A$       US$

Total assets                 1,466     227      173        245     198      164
Total liabilities              599   1,577    1,201      1,297   2,391    1,985
--------------------------------------------------------------------------------

Stockholders' equity
 (deficit)                     867  (1,350)  (1,029)    (1,052) (2,193)  (1,821)
--------------------------------------------------------------------------------


Foreign Currency Translation

         The majority of our administrative operations are in Australia and, as
a result, our accounts are reported in Australian dollars. The income and
expenses of its foreign operations are translated into Australian dollars at the
average exchange rate prevailing during the period. Assets and liabilities of
the foreign operations are translated into Australian dollars at the period-end
exchange rate. The following table shows the period-end rates of exchange of the
Australian and Canadian dollar compared with the US dollar during the periods
indicated.

Year ended June 30, 2004                    A$1.00           =     US$0.6903
                                            CDN$1.00         =     US$0.7433
Year ended June 30, 2005                    A$1.00           =     US$0.7620
                                            CDN$1.00         =     US$0.9279
9 months ended March 31, 2005               A$1.00           =     US$0.78
9 months ended March 31, 2006               A$1.00           =     US$0.7110
9 months ended March 31, 2005               A$1.00           =     CDN$0.94
9 months ended March 31, 2006               A$1.00           =     CDN$0.8302

         The exchange rate between the A$ and US$ has moved by 10.4% between
June 30, 2004 and 2005. Accordingly, a direct comparison of costs between fiscal
2004 and 2005 is not necessarily a true comparison.

Plan of Operation

         We have A$2,131,000 in cash at June 19, 2006.

         During fiscal 2004 and 2005, we undertook a field exploration program
on our Committee Bay and Slave Properties at a cost of A$2,228,000. Our Slave
Properties are held by Tahera and we have the right to conduct gold and base
metal exploration on these properties. Tahera has the legal obligation to meet
the minimum required expenditure. To date, this has been met. In respect to the
Committee Bay Properties, we expended more than the minimum required
expenditure. As a result, we do not have a legal obligation to undertake further
exploration on our Committee Bay Properties during their life. However, we will
be required to expend substantial amounts in order to determine whether there
are commercial mineral deposits on our exploration properties.

         We plan to conduct exploration on the Slave Properties during 2006. At
this stage, we have not prepared a budget for the 2006 exploration program.
However, we believe the budget will be approximately A$1,000,000. Our budget for
general and administration for fiscal 2005 is A$0.8 million. On June 14, 2006,
we closed an equity raising of A$2.0 million (US$1.542 million) and this will
provide cash for our exploration program, general and administration expenses
and working capital.


                                                                              38


         As set out in "Business-Employees" we have a Vice President
Exploration, use temporary employees in our field exploration program and the
services of our Chief Executive Officer and Chief Financial Officer as well as
certain clerical employees are provided by AXIS. At the current time, we have no
plans to change these arrangements or employ any further persons.

Results of Operations

Nine Months Ended March 31, 2006 vs. Nine Months Ended March 31, 2005.

         Costs and expenses decreased from A$2,180,000 in the nine months March
31, 2005 to A$968,000 in the nine months ended March 31, 2006. The Company's
financial statements are prepared in Australian dollars (A$). A number of the
costs and expenses of the Company are incurred in US$ and CDN$ and the
conversion of these costs to A$ means that the comparison of the nine months
March 31, 2006 to the nine months March 31, 2005 does not always present a true
comparison. The decrease in expenses is a net result of:

i.   an increase in interest  expense  (net) from  A$24,000  for the nine months
     ended March 31, 2005 to A$99,000  for the nine months ended March 31, 2006.
     AXIS provides management and geological services to the Company pursuant to
     a Service Deed dated November 25, 1988.  AXIS charged  A$20,000 in interest
     on outstanding  amounts at a rate of 9.35% for the nine months to March 31,
     2006 compared to $8,000 (an interest rate of 10.60% to 10.85%) for the nine
     months to March 31, 2005. Wilzed loaned further funds to the Company during
     the nine months and charged A$71,000 in interest.  A$8,000 general interest
     was charged on outstanding accounts payable liabilities.

ii.  a decrease in legal, accounting and professional expense from A$117,000 for
     the nine months  ended March 31, 2005 to A$78,000 for the nine months ended
     March 31, 2006.  In the nine months  period to March 31,  2005,  legal fees
     were  incurred in relation to  discussions  with  external  financiers  and
     preparation of a listing of the Company's securities on the Toronto Venture
     Exchange.  The additional  legal costs incurred in the nine months to March
     31, 2006 were for revision of the listing application.

iii. a decrease in administrative costs including salaries from A$555,000 in the
     nine  months  ended March 31, 2005 to  A$461,000  in the nine months  ended
     March  31,  2006.  In the nine  month  period to March  31,  2005  external
     consultants were used to undertake work in respect to the Company's listing
     on the Toronto Venture  Exchange in Canada.  No such costs were incurred in
     nine months ended March 31, 2006.  Salaries  charged to the Company by AXIS
     decreased by A$21,000 and insurance  costs incurred by the Company  reduced
     by A$37,000.

iv.  a decrease in the exploration  expenditure expense from A$1,233,000 for the
     nine months  ended March 31, 2005 to  A$162,000  for the nine months  ended
     March  31,  2006.  The  cost for the  nine  months  ended  March  31,  2006
     represents the salary and benefits of the Vice  President,  Exploration and
     maintenance costs. No field exploration has been undertaken during the 2005
     field season due to the high level of field  exploration  in the 2004 field
     season and limited funding.

v.   a decrease in stock based  compensation  from A$251,000 for the nine months
     ended March 31, 2005 to A$168,000 for the nine months ended March 31, 2006.
     Following  shareholder  approval on January  27,  2005 the  Company  issued
     1,400,000  options  pursuant to the 2004 Stock  Option  Plan.  Of the total
     1,400,000 options issued,  350,000 vested immediately following shareholder
     approval, 50,000 vested on March 31, 2005, 333,331 vested on July 27, 2005,
     333,334  vested on January 27, 2006 and the balance of 333,335 will vest on
     July 27, 2006. If the additional 500,000 options are granted,  250,000 will
     vest  immediately  and 250,000 on December 31, 2006.  The exercise price of
     US$1.00 was derived from the issue price of common stock from the Company's


                                                                              39


     placement of shares on March 31, 2004 and was  considered  by the Company's
     Directors to be the fair value of the common stock.

     The Company has calculated  the fair value of the 1,400,000  options issued
     in January  2005 using the Black  Scholes  valuation  method  using a share
     price of US$1.00, strike price of US$1.00, maturity period of 5 years 7 1/2
     months,  risk free  interest  rate of 5.15%  and  volatility  of 20%.  This
     equates to a value of US31.85 cents per option or a total of A$575,100.  Of
     this amount, A$168,000 has been amortized and charged to operations for the
     nine month period to March 31, 2006.

         As a result of the foregoing, the loss from operations decreased from
A$2,180,000 for the nine months ended March 31, 2005 to A$968,000 for the nine
months ended March 31, 2006.

         The net loss was A$1,004,000 for the nine months ended March 31, 2006
compared to a net loss of A$2,175,000 for the nine months ended March 31, 2005.

Year ended June 30, 2005 versus Year ended June 30, 2004

         Total costs and expenses have increased from A$1,722,000 for the year
ended June 30, 2004 to A$2,597,000 (US$1,979,000) for the year ended June 30,
2005. The increase was a net result of:

i)   An increase in exploration expenditure written off from A$951,000 in fiscal
     2004 to  A$1,277,000  (US$973,000)  in  fiscal  2005.  In fiscal  2005,  we
     completed  our summer  season field  program on the Committee Bay and Slave
     Properties.  These  properties  are in  Nunavet  in an  isolated  area  and
     exploration can only be undertaken between June and August each year due to
     ground  conditions.  Exploration  is costly as we were required to hire and
     construct  a  temporary  camp which also had to be  transported  by charter
     flight.  All supplies and casual employees also needed to be transported to
     the temporary camp by charter flights and/or helicopter. The properties are
     located  approximately  100  kilometers  from the camp  and  employees  are
     transported  by  helicopter  daily from camp to the  exploration  site.  In
     addition,  our Vice  President  Exploration  was employed for a full twelve
     months  compared  to three  months in fiscal  2004.  In fiscal  2004 (April
     2004),  we appointed a Vice  President  Exploration in Canada and commenced
     the exploration  program on the Committee Bay  Properties.  During the 2003
     fiscal year, the Company entered into a mineral exploration  arrangement in
     Tibet in China.  This  arrangement was subsequently  cancelled  however the
     Company incurred exploration expenditure totalling A$109,000 in the form of
     salaries,  consulting fees,  travel and  accommodation  and legal expenses.
     There was no comparable transaction in the 2004 fiscal year.

ii)  A decrease in interest  expense  from  A$122,000 in fiscal 2004 to A$44,000
     (US$34,000)  in fiscal  2005.  During  fiscal 2005,  we borrowed  A$644,633
     (US$491,210)  from  Wilzed,  a  company  which our  President  and CEO is a
     Director  and  shareholder.  Wilzed  charged  us  A$31,235  (US$23,801)  in
     interest.  Wilzed charged interest at a rate between 9.10% and 9.35% during
     fiscal  2005.  AXIS  provides  management  and  geological  services  to us
     pursuant to a Service Deed dated November 25, 1988. AXIS charged interest a
     rate between  10.60% and 10.85% for fiscal 2005.  In March 2004,  we repaid
     all in debt  owing to Chevas Pty Ltd and AXIS.  During  the 2004  year,  an
     interest rate of 8.60% was charged on outstanding amounts by Chevas. Chevas
     is a  company  associated  with Mr.  J.I.  Gutnick,  our  President,  which
     provided funding for the Company's operations during the year. AXIS charged
     interest at a rate between 10.10% and 10.60% for fiscal 2004.

iii) An increase in legal,  accounting and professional  costs from A$112,000 in
     fiscal 2004 to A$189,000  (US$144,000) in fiscal 2005.  During fiscal 2005,
     we  incurred  legal  expenses of  A$58,874  (US$44,862)  in relation to the
     proposed  listing on Toronto Venture  Exchange and A$40,763  (US$31,061) in
     relation to financing  documents and general legal work; audit related fees


                                                                              40


     of A$56,369  (US$42,953)  being A$52,061  (US$39,670) for the  professional
     services in relation to the  financial  statements  in the  quarterly  Form
     10-QSB's  and annual Form  10-KSB and $4,308  (US$3,282)  for  professional
     services  in  relation  to  the  listing  application  on  Toronto  Venture
     Exchange;  and A$32,826  (US$23,668) in costs from our stock transfer agent
     for management of the share register. During fiscal 2004, we incurred legal
     expenses of A$31,500 which relates to the preparation of documentation  for
     a dual  listing on Toronto  Venture  Exchange;  A$23,000  being legal costs
     involved in the preparation of a registration  statement for the purpose of
     registering  shares  of  common  stock  and  warrants  issued to RAB in the
     placement  that occurred in April 2004;  and general  legal  expenses to do
     with the normal  activities  of the Company.  We also  changed  independent
     accountants  during  the  fiscal  2003  year  and  as  a  result,  incurred
     additional costs of A$5,000 during fiscal 2004.

iv)  An  increase  in  administrative  costs from  A$537,000  in fiscal  2004 to
     A$716,000  (US$546,000) in fiscal 2005.  During fiscal 2005, the management
     fee  charged  by AXIS to us was  A$120,000  (US$91,440);  AXIS  charged  us
     A$224,065  (US$170,737) for Director's fees and salaries incurred on behalf
     of the Company which relates to fees paid to independent  Directors and the
     cost of the President and Chief Executive Officer, Director,  Secretary and
     Chief  Financial  Officer and other staff of AXIS who provided  services to
     the  Company.   One  independent  Director  charged  the  Company  directly
     amounting to A$20,000  (US$15,240).  The Company paid A$68,000 in insurance
     premiums and there was no comparable amount in fiscal 2004 as the insurance
     policies were only taken out when the operations in Canada commenced at the
     end of fiscal  2004.  In November  2004,  we  appointed  a Chief  Operating
     Officer and we paid his salary  totalling  A$82,823  (US$63,111).  Prior to
     that date,  the current  Chief  Operating  Officer had provided  consulting
     services and we had paid him  A$51,132  (US$38,962).  In addition,  we have
     paid  A$35,732  (US$27,228)  to  Cannacord  who have  agreed to sponsor our
     listing on Toronto Venture Exchange. During fiscal 2004, the management fee
     charged by AXIS to the Company was A$100,000.  In fiscal 2004, AXIS charged
     the Company  A$205,000 for Director's fees and salaries  incurred on behalf
     of the Company which related to fees paid to independent  Directors and the
     cost of the President and Chief Executive Officer, Director,  Secretary and
     Chief  Financial  Officer and other staff of AXIS who provided  services to
     the Company.  One Independent  Director  charged the Company  directly from
     January  1,  2004 and this  amounted  to  A$11,000.  The  Company  incurred
     A$56,000  in  travel  and  accommodation  costs in  relation  to  travel by
     Directors  and officers on capital  raising  trips and trips in relation to
     the  proposed  dual  listing of the  Company's  securities  on the  Toronto
     Venture Exchange; A$131,000 for consultants, a majority of which related to
     the  costs  of  the  Vice   President   Investor   Relations  and  Business
     Development,  who was a  consultant  during  the  year;  and  A$19,000  for
     lodgement costs of filings with the SEC.

v)   an  increase  in stock  based  compensation  from A$nil for fiscal  2004 to
     A$377,000  (US$287,000) for fiscal 2005. Following  shareholder approval on
     January 27, 2005 the Company issued 1,400,000  options (and up to a further
     500,000 options) at an exercise price of US$1.00 per option pursuant to the
     2004 Stock Option Plan.  Of the total  1,400,000  options  issued,  350,000
     vested immediately following  shareholder approval,  50,000 vested on March
     31, 2005,  333,331  vested on July 27, 2006,  333,334 vested on January 27,
     2006 and the balance will vest on July 27, 2006. If the additional  500,000
     options are granted, they will vest 250,000 on October 31, 2005 and 250,000
     on December  31, 2006.  The exercise  price of US$1.00 was derived from the
     issue price of common stock from the Company's placement of shares on March
     31, 2004 and is considered by the Company's  Directors to be the fair value
     of the common stock.

     The Company has accounted  for all options  issued in 2005 based upon their
     fair market  value using the Black  Scholes  pricing  model.  There were no
     options issued by the Company prior to 2005.


                                                                              41


     The Company has  calculated  the fair value of the options  using the Black
     Scholes  valuation  method using a share price of US$1.00,  strike price of
     US$1.00,  maturity period of 5 years 7 1/2 months,  risk free interest rate
     of 5.15% and  volatility  of 20%.  This equates to a value of US31.85 cents
     per  option.   The  total  value  of  the  options   equates  to  A$575,100
     (US$438,200) and has been reflected as Deferred Compensation Expense within
     the Shareholders  Equity Statement.  The gross fair value is amortized into
     operations  over the vesting  period.  For fiscal  2005,  the  amortization
     amounted to $377,210.

         Accordingly, the loss from operations increased from A$1,723,000 for
the year ended June 30, 2004 to A$2,603,000 (US$1,984,000) for the year ended
June 30, 2005.

         The net loss amounted to A$2,600,000 (US$1,982,000) for the year ended
June 30, 2005 compared to a net loss of A$1,723,000 for the year ended June 30,
2004. The net loss per common equivalent share in 2005 was A$0.16 cents
(US$0.12) compared with a net loss with a common equivalent share of A$0.18
cents in the prior year.

Liquidity and Capital Resources

         We have A$2,131,000 in cash at June 19, 2006.

         For the nine months ended March 31, 2006, net cash used in operating
activities was A$622,000 primarily consisting of the net loss of A$1,004,000
partially offset by increases in accounts payable and accrued expenses of
A$52,000; a decrease in receivables of A$41,000; stock based compensation of
A$168,000; and accrued interest added to principal of A$76,000.

         As of March 31, 2006 the Company had short-term obligations of
A$700,000 comprising accounts payable and accrued expenses.

         During the nine months to March 31, 2006, Wilzed, a company associated
with our President and Chief Executive Officer provided A$643,000 in loan funds
to allow us to meet our financial obligations. Effective as of May 8, 2006, we
agreed to issue 10 million shares of Common Stock and options to purchase 20
million shares of Common Stock at an exercise price of U.S. $0.1542 per share
and an expiration date of April 30, 2011, in repayment of A$2.0 million
(US$1,542,000) in loans to the Company from Wilzed.

         During fiscal 2004 and 2005, we undertook a field exploration program
on our Slave and Committee Bay Properties. Our Slave Properties are held by
Tahera and we have the right to conduct gold and base metal exploration on these
properties. Tahera has the legal obligation to meet the minimum required
expenditure to retain the properties. To date, this has been met.

         In respect to our Committee Bay Properties, we spent more than the
minimum required expenditure. As a result, we do not have a legal obligation to
undertake further exploration on our properties during their life. However we
will be required to expend substantial amounts in order to determine whether
there are commercial mineral deposits on our exploration properties.

         We plan to conduct exploration on the Slave Properties during 2006. At
this stage, we have not prepared a budget for the 2006 exploration program.
However, we believe the budget will be approximately A$1,000,000. Our budget for
general and administration for fiscal 2006 is A$0.8 million. On June 14, 2006,
we closed an equity raising of A$2.0 million (US$1.542 million) and this will
provide cash for our exploration program, general and administration expenses
and working capital.

         We will require further funding in the future to continue our
exploration program after this season, and for the general and administration
expenses. The amount of future funding will be dependant on the future
exploration program which cannot be determined until we see the results from
this season's. There can be no assurance that such a capital raising will be
successful, or that even if an offer of financing is received by the Company, it
is on terms acceptable to the Company.


                                                                              42


         We have been preparing a listing application for the dual listing of
our shares of common stock on Toronto Venture Exchange. The listing application
was lodged with TSX in June 2004 and we are currently in the process of
responding to questions raised by TSX. We believe that a dual listing of our
shares of common stock will provide liquidity in our shares. There can be no
assurance that the dual listing on TSX will eventuate or that such listing will
create an increase in the volume of trading of our shares of common stock.

Recent Issuances of Securities

         On February 19, 2004 Edensor Nominees Pty Ltd advised us in writing
that it wished to exercise the 6,000,000 options over common stock it held using
the cashless exercise feature. Pursuant to this request, we issued 5,142,857
common stock to Edensor Nominees Pty Ltd on March 3, 2004.

         On March 17, 2004 Delkern Investments Ltd. advised us in writing that
it wished to exercise the 2,000,000 options over common stock in the Company it
held using the cashless exercise feature. Pursuant to this request, we issued
1,800,200 common stock to Delkern Investments Ltd.

         On March 31, 2004 we entered into a subscription agreement with RAB
Special Situations LP ("RAB") pursuant to which RAB agreed to subscribe for
1,670,000 shares of common stock at a price of US$1.00, raising US$1.67 million.
As part of the placement, 1,670,000 warrants were issued to RAB. These warrants
expired unexercised. On March 31, 2004 we reached agreement with Kerisridge Pty
Ltd ("Kerisridge") to convert all debt owed by us to Kerisridge, being
US$1,753,984) into equity. We issued 1,753,984 units of common stock and
1,753,984 warrants over common stock, with a 2 year exercise period and an
exercise price of US$1.30, in satisfaction of the conversion of debt into
equity. These warrants expired unexercised.

         On May 8, 2006, we announced the issue of 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 (US$0.1542) and a latest exercise date of April 30,
2011 to Fast Knight Nominees as repayment of a debt of A$2 million
(US$1,542,000) from Wilzed. Wilzed, a company associated with our President and
Chief Executive Officer has provided loan funds over a period of time to enable
us to conduct our exploration programs in Canada and to meet our working capital
needs. The issue of the shares of common stock and options will repay this debt.

         On June 9, 2006, we entered into a subscription agreement with RAB
pursuant to which the Company issued to RAB for an aggregate purchase price of
US$1,542,000: (i)10,000,000 Special Warrants, each of which is exercisable at
any time to acquire, without additional consideration, one share of common
stock, and (ii) Warrants for the purchase of 20,000,000 shares of common stock,
at an exercise price of US$0.1542 to be exercisable until April 30, 2011.

         The issuances of shares and warrants described above were exempt from
the registration requirements of the Securities Act of 1953, as amended,
pursuant to Section 4(2) thereof.

Impact of Australian Tax Law

         Australian resident corporations are subject to Australian income tax
on their non-exempt worldwide assessable income (which includes capital gains),
less allowable deductions, at the rate of 30%. Foreign tax credits are allowed
where tax has been paid on foreign source income, provided the tax credit does
not exceed 30% of the foreign source income.


                                                                              43


         Under the U.S./Australia tax treaty, a U.S. resident corporation such
as us is subject to Australian income tax on net profits attributable to the
carrying on of a business in Australia through a "permanent establishment" in
Australia. A "permanent establishment" is a fixed place of business through
which the business of an enterprise is carried on. The treaty limits the
Australian tax on interest and royalties paid by an Australian business to a
U.S. resident to 10% of the gross interest or royalty income unless it relates
to a permanent establishment. Although we consider that we do not have a
permanent establishment in Australia, it may be deemed to have such an
establishment due to the location of its administrative offices in Melbourne. In
addition we may receive interest or dividends from time to time.

Impact of Australian Governmental, Economic, Monetary or Fiscal Policies

         Although Australian taxpayers are subject to substantial regulation, we
believe that our operations are not materially impacted by such regulations nor
is it subject to any broader regulations or governmental policies than most
Australian taxpayers.

Impact of Recent Accounting Pronouncements

         For a discussion of the impact of recent accounting pronouncements on
the Company's financial statements, see Note 2 to the Company's 2005
Consolidated Financial Statements which are included herein.

Quantitative and Qualitative Disclosures about Market Risk

         Golden River Resources is exposed to interest rate risk primarily
through its loan facilities. The Company utilizes these borrowings to meet its
working capital needs.

         At March 31, 2006, the Company had outstanding borrowings of
approximately $1,691,000 under its Loan Facilities. In the event that interest
rates associated with these facilities were to increase 100 basis points, the
impact on future cash flows would be a decrease of approximately $16,910
annually.

Off-Balance Sheet Arrangements

            We do not have any off-balance sheet arrangements.


                             DESCRIPTION OF PROPERTY

         We occupy certain executive and office facilities in Melbourne,
Victoria, Australia which are provided to us pursuant to a service agreement
with AXIS Consultants. See "Certain Relationships and Related Transactions." The
Company believes that its administrative space is adequate for its current
needs. In addition, we have an office in North America at Suite 1801, 1 Younge
Street, Toronto ON Canada.

         For information about our mineral claims, see "Description of Business
and Appendix B."


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We are one of five affiliated companies of which three are Australian
public companies listed on Australian Stock Exchange and a further company is
listed on the over-the-counter market in the USA. Each of the companies have
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


                                                                              44


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.

         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 not charged the 15% service fee to us.
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 us 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$487,535 (being A$383,535 in
respect to the current year and A$104,000 being the amount owing at June 30,
2004) in respect of the Service Agreement for the fiscal year ended June 30,
2005 and A$759,410 (being A$335,987 in respect to the current year and A$486,000
in respect to prior years) in respect of the Service Agreement for the fiscal
year ended June 30, 2004. During 2005, AXIS loaned the Company A$249,500. At
June 30, 2004 and 2005, the Company owed AXIS A$104,000 and A$296,764
respectively for services provided in accordance with the Service Agreement.
During fiscal 2004 and 2005, AXIS Consultants charged interest of A$42,742 and
A$13,879 respectively on outstanding balances. AXIS charged interest at rates
between 10.10% and 10.60% for fiscal 2004 and 10.60% and 10.85% for fiscal 2005.

         During the nine months ending March 31, 2006 and 2005 AXIS advanced us
A$94,250 and A$243,000 respectively including services provided in accordance
with the service agreement of A$286,141 and A$313,697 respectively and we
reimbursed AXIS A$562,569 and A$478,513 respectively for outstanding amounts
including carried forward outstanding amounts. During the nine months ending
March 31, 2006 and 2005 AXIS charged interest of A$19,918 and A$7,665,
respectively, on outstanding balances. The interest rate charged by AXIS for the
nine months ended March 31, 2006 was 9.35% compared to between 10.60% and 10.85%
for the nine months ended March 31, 2005. At March 31, 2006 the Company owed
AXIS A$134,504.

                                                                              45


         Chevas, a company associated with our President, Joseph Gutnick, has
provided loan funds to enable us to meet our liabilities and has paid certain
expenses on our behalf. At June 30 2003, we owed Chevas A$1,239,315. During the
2004 fiscal year, Chevas loaned a further A$187,122 and charged A$82,776 in
interest to us on the loan account. During fiscal 2004, we repaid the loan in
full. Chevas charged interest to us on outstanding balances of the loan account
at the ANZ Banking Group Limited reference rate for overdrafts over A$100,000
plus 1%. In accordance with this formula, the actual interest rate charged
during the 2004 fiscal year was 8.60% to 9.10%.

         Edensor Gold Pty Ltd, a company associated with our President, Joseph
Gutnick, provided loan funds during fiscal 2004 to enable us to meet our
liabilities. During the 2004 fiscal year, Edensor Gold loaned A$69,000 and
charged A$670 in interest to us on the loan account. During fiscal 2004, we
repaid the loan in full. Edensor Gold charged interest to us on outstanding
balances of the loan account at the ANZ Banking Group Limited reference rate for
overdrafts over A$100,000 plus 1%. In accordance with this formula, the actual
interest rate charged during the 2004 fiscal year was 8.85% to 9.10%.

         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. During the 2005 fiscal year, Wilzed loaned A$644,633 and charged
A$31,235 in interest. We repaid $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 nine months ending March 31, 2006, Wilzed loaned the Company
A$809,999 and charged interest of A$71,156. The interest rate charged by Wilzed
for the nine months was 9.35%. At March 31, 2006, the Company owed Wilzed
A$1,556,627.

         Effective as of May 8, 2006, we agreed to issue to Fast Knight Nominees
10 million shares of common stock and options to purchase 20 million shares of
common stock at an exercise price of A$0.20 per share and an expiration date of
April 30, 2011, in repayment of A$2 million in loans from Wilzed to the Company.
Wilzed has agreed to accept the shares and options as satisfaction of the loan
and has instructed us to issue the shares and options to Fast Knight Nominees, a
company that is also associated with Mr. Gutnick.

         As described in the section headed "Canadian Exploration Properties" we
entered into an agreement to explore for gold on properties owed by Tahera. Mr
Gutnick, our President, was formerly Executive Chairman of Tahera and his family
company, Edensor Nominees, who are our controlling stockholder, was formerly a
shareholder of Tahera. During fiscal 2002, Tahera incurred certain exploration
and administration costs in Canada on our behalf amounting to A$36,365 and this
amount was owing to Tahera at June 30, 2002. During fiscal 2003, Tahera incurred
further exploration and administration costs in Canada on our behalf amounting
to A$65,314. During fiscal 2003, Mr. J.I. Gutnick and Chevas paid Tahera
A$47,368 and A$53,350 respectively on our behalf. During fiscal 2002 and 2003,
Tahera did not charge us interest on amounts outstanding. At June 30, 2003, we
owed Tahera A$1,361 (US$900) and Mr. J.I. Gutnick A$47,368 (US$31,594). During
fiscal 2004 we paid Mr J I Gutnick the amount in full and Tahera advised the
Company in writing that there was no monies owing to it by the Company.

         Quantum Resources Limited incurred certain costs on our behalf
amounting to A$43,941 (US$29,308) in respect to our activities in Tibet China
(See Item 1 - Business - General) as a result of Quantum's contacts in China.
This amount was outstanding at June 30, 2003. During fiscal 2004, we repaid the
principal in full.


                                                                              46


         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, 2006 in full repayment of the amount owing to Kerisridge.

Transactions with Management.

         We have a policy that we will not enter into any transaction with an
Officer, Director or affiliate of Golden River Resources 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 us at the time authorized.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is traded in the over-the-counter market and quoted on
the OTC-Bulletin Board under the symbol "GORV". The trading for the common stock
has been sporadic and the market for the common stock cannot be classified as an
established trading market.

         The following table sets out the high and low bid information for the
common stock as reported by the OTC Bulletin Board for each period/quarter
indicated in US$:

           Calendar Period              High Bid(1)     Low Bid(1)
           ---------------                              ----------

           2003
           First Quarter                     3.50            1.01
           Second Quarter                    2.25            1.75
           Third Quarter                     2.50            1.50
           Fourth Quarter                    3.20            2.25

           2004
           First Quarter                     10.01           2.40
           Second Quarter                    9.50            9.50
           Third Quarter                     9.50            8.00
           Fourth Quarter                    8.00            1.50

           2005
           First Quarter                     2.50            1.01
           Second Quarter                    1.75            0.65
           Third Quarter                     1.25            1.00
           Fourth Quarter                    1.25            1.00

           2006
           First Quarter                     1.75            0.40
           Second Quarter                    0.50            0.16

(1)  The quotations set out herein reflect inter-dealer prices without retail
     mark-up, mark-down or commission and may not necessarily reflect actual
     transactions.

         As of the date of this prospectus, there are 26,711,630 shares of
common stock outstanding, held by 130 shareholders of record. We have 10,000,000
special warrants on issue that expire on June 9, 2016, each of which is
exercisable at any time without the payment of further consideration and
40,000,000 warrants outstanding which expire on April 30, 2011, each of which is
exercisable to purchase one share of common stock for a purchase price of A$0.20
(US$0.1542). We are registering 30,000,000 shares of our common stock that are


                                                                              47


issuable upon exercise of warrants in this prospectus which will be available
for sale when this prospectus becomes effective. We have outstanding 25,041,630
shares of common stock, not covered by this prospectus, that could be sold by
the respective holders of such shares at any time pursuant to Rule 144 under the
Securities Act of 1933, subject to certain volume limitations in the case of
10,700,224 shares owned by officers, directors and affiliates (including
10,000,000 shares of common stock that have been held by the holders for less
than one year and which cannot be freely re-sold by the holders as of the date
of this prospectus but which may be freely re-sold at a future date). Other than
the shares covered by this prospectus, we have not agreed to register any of our
securities under the Securities Act for sale by stockholders.

         To date we have not paid any dividends on our common stock and we do
not expect to declare or pay any dividends on our common stock in the
foreseeable future. Payment of any dividends will depend upon our future
earnings, if any, our financial condition, and other factors deemed relevant by
the Board of Directors.

                             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 year ended June 30, 2005, 2004 and
2003 and any other executive officer who received more than US$100,000 per annum
during this period.



                                                                                        
Summary Compensation Table

                                                                                       Long Term Compensation
                                                  Annual Compensation                          Awards
                                       -----------------------------------------    ------------------------------
                                                                                                    Securities
                                                                    Other Annual     Restricted     Underlying
Name and Principal Position            Year          Salary         Compensation    Stock Awards      Options
                                       ----          ------         ------------    ------------    --------------
Joseph Gutnick, Chairman
of the Board and CEO                   2005         $91,667(1)(2)       $18,935(3)        --           500,000(4)
                                       2004         $76,000(1)(2)       $16,484(3)        --                    --
                                       2003              $-(1)(2)       $28,553(3)        --                    --
Pini Althaus, Chief Operating
Officer                                2005         US$110,000(5)               --        --           250,000(6)
Craig Alford, Vice President
Exploration                            2005           CDN$120,000            3,722        --           150,000(7)
----------------------------------


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 Edensor of which Mr. JI Gutnick is a Director
     and Shareholder (see Certain Relationships and Related Party Transactions)
3.   Includes  amounts paid by AXIS to an  accumulation  superannuation  plan on
     behalf of Joseph Gutnick.
4.   Includes 333,334 options that are vested and 166,667 options that will vest
     on July 27, 2006.
5.   Mr.  Althaus was a  consultant  for the period to October  2004 and at that
     time was  appointed  as an  employee.  The salary  disclosed  includes  the
     consulting  fees for the period July to October 2004 and the salary for the
     period  November  2004 to June  2005.  Mr.  Althaus  resigned  as the Chief
     Operating Officer in April, 2006.
6.   Includes  250,000 options that are vested.  Mr Althaus resigned on April 4,
     2006 and the options expired on July 4, 2006.
7.   Includes 150,000 options that are vested.


                                                                              48


         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.



                                                                             
Option Grants in Last Fiscal Year

                        Number of Shares   Percent of Total                   Market
                        of Common Stock    Options Granted to                Price on
                           Underlying     Employees in Fiscal   Exercise      Date of        Expiration
        Name            Options Granted         Year             Price        Grant           Date
-----------------------------------------------------------------------------------------------------------

Joseph Gutnick              500,000              35.7%           US$1.00      US$1.01       10/15/2014
Pini Althaus*               250,000              17.9%           US$1.00      US$1.01       10/15/2014
Craig Alford                150,000              10.7%           US$1.00      US$1.01       10/15/2014


* Mr Althaus resigned on April 4, 2006 and the options expired on July 4, 2006.


Aggregated Option Exercises in Fiscal 2005 and Fiscal 2005 Year-End Option
Values

 The person listed in the following table did not exercise any options in 2005.

                      Number of Shares of Common       Value of Unexercised
                     Stock Underlying Unexercised          In-The-Money
                       Options at June 30, 2005      Options at June 30, 2005(1)
      Name           Exercisable    Unexercisable    Exercisable  Unexercisable
-----------------    ------------   -------------    -----------  -------------

Joseph Gutnick          166,667         333,333       US$208,334     US$416,666
Pini Althaus             250,000          --          US$312,500             --
Craig Alford             150,000          --          US$187,500             --

(1) Based on US$1.25 per share, the June 30, 2005 closing price reported on the
OTC Bulletin Board.

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. 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.


                                                                              49


         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.

         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.

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, 2005, the Company has an obligation
to pay A$13,570. Contributions to employee benefit or health plans during the
year ended June 30, 2005 were A$7,196.

Compensation to Directors

         It is our policy to reimburse Directors for reasonable travel and
lodging expenses incurred in attending Board of Directors meetings. Independent
Directors are paid Directors fees of A$20,000 per annum.

Securities authorized for issuance under equity compensation plans

         The following table sets forth, as of June 30, 2005, 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
                            Number of securities to      Weighted average       equity compensation plans
                            be issued upon exercise     Exercise price of         (excluding securities
                            of outstanding options     outstanding options       reflected in column (a)
Plan Category                         (a)                      (b)                         (c)
--------------------------  -----------------------    -------------------     ----------------------------

Equity compensation
plans approved by
security holders                 1,400,000(1)                US$1.00                   271,163(2)

Equity compensation
plans not approved
by security holders                   -                         -                          -
                            -----------------------    -------------------     ----------------------------

   Total                         1,400,000(1)                US$1.00                   271,163(2)
--------------------------  =======================                            ============================



                                                                              50


         Mr Althaus resigned on April 4, 2006 and his 250,000 options expired on
July 4, 2006.

         The maximum number of shares available for issuance under the 2004
stock option plan is equal to 10% of the issued and outstanding shares of common
stock, at any time.

Principal Officers Contracts

Craig Alford

         In April 2004 the Company appointed Mr. Craig Alford as Vice President
Exploration. Mr Alford's contract is for one year until March 31, 2005 and since
that time has been operating on a month to month basis. Discussions are being
held between the parties with a view to renewing the contract. The contract sets
out a salary of CDN$120,000 per annum and the issue of 150,000 stock options
pursuant to a Stock Option Plan. If the Company terminates the contract without
cause the Company is required to pay Mr Alford a payment equivalent to two weeks
salary.

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.


                              FINANCIAL STATEMENTS

         See the Consolidated Financial Statements beginning on page F-1, "Index
to Consolidated Financial Statements"


        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE

Not applicable.


                                  LEGAL MATTERS

         The validity of the common stock offered in this prospectus has been
passed upon by Phillips Nizer LLP of New York, New York


                                     EXPERTS

         The financial statements of Golden River Resources for the year ended
June 30, 2005 and 2004 have been audited by PKF, Certified Public Accountants, a
Professional Corporation, as set forth in their report thereon appearing in this
prospectus, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.


                                                                              51


                           HOW TO GET MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act with respect to the
securities offered by this prospectus. This prospectus, which forms a part of
the registration statement, does not contain all the information set forth in
the registration statement, as permitted by the rules and regulations of the
Commission. For further information with respect to us and the securities
offered by this prospectus, reference is made to the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document that we have filed as an exhibit to the registration statement
are qualified in their entirety by reference to the exhibits for a complete
statement of their terms and conditions. The registration statement and other
information may be read and copied at the Commission's Public Reference Room at,
100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission.


                                                                              52


INDEX TO FINANCIAL STATEMENTS



                                                                                                 

                                                                                                        Page
Consolidated Interim Financial Statements (unaudited)                                                   ----


Balance Sheet as of March 31, 2006                                                                      F-2
Statement of Operations for nine months ended March 31, 2006 and 2005 and cumulative
period from July 1, 2002 to March 31, 2006                                                              F-3
Statement of Changes in Stockholders' Equity (Deficit) from July 1, 2002 to March 31, 2006              F-4
Statement of Cash Flows for nine months ended March 31, 2006 and 2005 and cumulative
period from July 1, 2002 to March 31, 2006                                                              F-5
Notes to Financial Statements                                                                           F-6
                                                                                                     to F-9


Consolidated Annual Financial Statements

Report of Independent Registered Public Accountants                                                     F-11
Balance Sheet as of June 30, 2005                                                                       F-12
Statement of Operations for years ended June 30, 2005 and 2004 and cumulative period
from July 1, 2002 to June 30, 2005                                                                      F-13
Statement of Changes in Stockholders' Equity (Deficit) from July 1, 2002 to June 30, 2005               F-14
Statement of Cash Flows for years ended June 30, 2005 and 2004 and cumulative period
from July 1, 2002 to June 30, 2005                                                                      F-15
Notes to Consolidated Financial Statements                                                              F-16
                                                                                                     to F-24



                                                                              53



INTERIM FINANCIAL STATEMENTS

Introduction to Interim Financial Statements.

     The interim  financial  statements  included  herein have been  prepared by
Golden River Resources  Corporation  ("Golden River Resources" or the "Company")
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission  (the  "Commission").   Certain  information  and  footnote
disclosure normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to  such  rules  and  regulations,   although  the  Company  believes  that  the
disclosures are adequate to make the information presented not misleading. These
interim  financial  statements  should be read in conjunction with the financial
statements and notes thereto included herein.

     In the  opinion  of  management,  all  adjustments,  consisting  of  normal
recurring adjustments and consolidating entries, necessary to present fairly the
financial  position of the Company and  subsidiaries  as of March 31, 2006,  the
results of its  operations  for the nine month  periods ended March 31, 2006 and
March 31,  2005,  and the  changes in its cash flows for the nine month  periods
ended  March 31, 2006 and March 31,  2005,  have been  included.  The results of
operations for the interim periods are not necessarily indicative of the results
for the full year.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect certain  reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.


     UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN
                              AUSTRALIAN DOLLARS.

                                      F-1


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                           Consolidated Balance Sheet
                                 March 31, 2006
                                   (Unaudited)

                                                       A$000's

ASSETS

Current Assets
Cash                                                             23
Receivables                                                      85
Prepayments and Deposits                                         78
                                                    -----------------

Total Current Assets                                            186
                                                    -----------------

Non Current Assets
Property and Equipment, net                                      12
                                                    -----------------

Total Non Current Assets                                         12
                                                    -----------------

Total Assets                                                    198
                                                    =================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities
Accounts Payable and Accrued Expenses                           700
                                                    -----------------

Total Current Liabilities                                       700
                                                    -----------------

Non Current Liabilities
Long-term Advance - Affiliate                                 1,691
                                                    -----------------

Total Non Current Liabilities                                 1,691
                                                    -----------------

Total Liabilities                                             2,391
                                                    -----------------

Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
50,000,000 shares authorized,
16,714,130 issued                                                 2
Less Treasury Stock at Cost, 2,500 shares                       (20)
Additional Paid-in-Capital                                   30,245
Other Comprehensive Loss                                        (10)
Retained Deficit during exploration stage                    (6,008)
Retained Deficit prior to exploration stage                 (26,402)
                                                    -----------------

Total Stockholders' Equity (Deficit)                         (2,193)
                                                    -----------------

Total Liabilities and Stockholders'
 Equity (Deficit)                                               198
                                                    =================

See Notes to Consolidated Financial Statements


                                      F-2


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES

                         (An Exploration Stage Company)
                      Consolidated Statements of Operations
     Nine Months Ended March 31, 2006 and 2005 and for the cumulative period
      July 1, 2002 (inception of exploration activities) to March 31, 2006
                                   (Unaudited)



                                                                                

                                                      Nine           Nine            July 1,
                                                    Months   Months Ended               2002
                                                     Ended      March 31,                 to
                                                     March           2005     March 31, 2006
                                                  31, 2006        A$000's            A$000's
                                                   A$000's

   Revenues:                                            $-             $-                 $-
                                               ----------- -------------- ------------------

   Costs and Expenses:

   Stock Based Compensation                            168            251                545
   Exploration Expenditure                             162          1,233              2,588
   Interest Expense, net-related entity                 91             24                390
   Interest Expense, other                               8              -                  8
   Legal, Accounting and Professional                   78            117                441
   Administrative                                      461            555              2,002
                                               ----------- -------------- ------------------

                                                       968          2,180              5,974
                                               ----------- -------------- ------------------

   (Loss) from Operations                             (968)        (2,180)            (5,974)
   Foreign Currency Exchange Gain (Loss)               (36)             5                (34)
                                               ----------- -------------- ------------------

   (Loss) before Income Tax                         (1,004)        (2,175)            (6,008)

   Provision for Income Tax                              -              -                  -
                                               ----------- -------------- ------------------

   Net (Loss)                                       (1,004)        (2,175)            (6,008)
                                               ----------- -------------- ------------------

   Basic net (Loss) Per Common Equivalent           $(0.06)        $(0.13)            $(0.50)
   Shares
                                               ----------- -------------- ------------------

   Weighted Number of Common                        16,714         16,714             12,002
   Equivalent Shares Outstanding (000's)       ----------- -------------- ------------------




See Notes to Consolidated Financial Statements

                                      F-3



               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
                                 March 31, 2006
                   and for the cumulative period July 1, 2002
             (inception of exploration activities) to March 31, 2006
                                   (Unaudited)



                                                                                        

                                          SharesCommon TreasuryAdditional   Retained     RetainedDeferred  Other   Total
                                                  Stock Stock,    Paid-in   Earnings     Earnings Compen-Compre-
                                                 Amount      at   Capital   (Deficit)   (Deficit)  sationhensive
                                                           Cost          (during the   (prior to            Loss
                                                                          Exploration Exploration
                                                                               stage)      stage)
                                         -------------------------------------------------------------------------------
                                           000'sA$000's A$000's   A$000's     A$000's     A$000's A$000'sA$000's A$000's

Balance June 30, 2002                     6,347     $1    $(20)  $25,175           -    $(26,402)      -      - $(1,246)
Net loss                                      -      -       -         -       $(681)          -       -      -    (681)
                                         -------------------------------------------------------------------------------

Balance June 30, 2003                     6,347     $1    $(20)  $25,175       $(681)   $(26,402)      -      - $(1,927)

Issuance of 1,753,984 shares and warrants
 in lieu of debt repayment                1,754      -       -    $2,273           -           -       -      -  $2,273
Sale of 1,670,000 shares and warrants     1,670      -       -    $2,253           -           -       -      -  $2,253
Issuance of 6,943,057 shares on cashless
 exercise of options                      6,943     $1       -       $(1)          -           -       -      -       -
Net unrealized loss on foreign exchange       -      -       -         -           -           -       -    $(9)    $(9)
Net (loss)                                    -      -       -         -      (1,723)          -       -      - $(1,723)
                                         -------------------------------------------------------------------------------

Balance June 30, 2004                    16,714     $2    $(20)  $29,700     $(2,404)   $(26,402)      -    $(9)   $867

Issuance of 1,400,000 options under 2004
 stock option plan                            -      -       -      $575           -           -   $(575)     -       -

Amortization of 1,400,000 options under
 2004 stock option plan                       -      -       -         -           -           -    $377      -    $377

Net unrealized gain on foreign exchange       -      -       -         -           -           -       -     $6      $6

Net/(loss)                                    -      -       -         -      (2,600)          -       -      - $(2,600)
                                         -------------------------------------------------------------------------------
Balance June 30, 2005                    16,714     $2    $(20)  $30,275     $(5,004)   $(26,402)  $(198)   $(3)$(1,350)

To eliminate deferred compensation
 against Additional Paid-In Capital           -      -       -     $(198)          -           -    $198      -       -

Amortization of 1,400,000 options under
 2004 stock option plan                       -      -       -      $168           -           -       -      -    $168

Net unrealized gain on foreign exchange       -      -       -         -           -           -       -    $(7)    $(7)

Net/(loss)                                    -      -       -         -     $(1,004)          -       -      - $(1,004)
                                         -------------------------------------------------------------------------------
Balance March 31, 2006                   16,714     $2    $(20)  $30,245     $(6,008)   $(26,402)     $0   $(10)$(2,193)
                                         -------------------------------------------------------------------------------



See Notes to Consolidated Financial Statements


                                      F-4




                                                                                                         
                                          GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                                                    (An Exploration Stage Company)
                                                 Consolidated Statements of Cash Flows
                                Nine Months Ended March 31, 2006 and 2005 and for the cumulative period
                                 July 1, 2002 (inception of exploration activities) to March 31, 2006
                                                              (Unaudited)

                                                                                                             July 1, 2002
                                                                                                             to March 31,
                                                                              2006               2005                2006
                                                                            A$000's            A$000's            A$000's

CASH FLOWS FROM OPERATING ACTIVITIES

Net (Loss)                                                                  (1,004)            (2,175)            (6,008)

Adjustments to reconcile net (loss) to net cash used
in Operating Activities
Foreign Currency Exchange Loss/(Gain)                                           36                (5)                 33
Depreciation of Plant and Equipment                                              5                  7                 15
Stock based compensation                                                       168                251                545
Accrued interest added to principal                                             76                 24                260
Net Change in:
Receivables                                                                     41               (45)                (85)
Staking Deposit                                                                  -                  -                 23
Prepayments and Deposits                                                         4                148                (78)
Accounts Payable and Accrued Expenses                                           52                (5)                208
Short Term Advance - Affiliates                                                  -                  -                (36)
                                                                    ---------------- ------------------ ------------------

Net Cash  (Used) in Operating Activities                                      (622)            (1,800)            (5,123)
                                                                    ---------------- ------------------ ------------------
CASH FLOW FROM INVESTING ACTIVITIES
                                                                                  -                (6)               (27)
Purchase of Plant and Equipment
                                                                    ---------------- ------------------ ------------------
Net Cash (Used) in Investing Activities                                           -                (6)               (27)
                                                                    ---------------- ------------------ ------------------

CASH FLOW PROVIDED BY FINANCING ACTIVITIES

Net Borrowings from Affiliates                                                  643                689               646
Sale of Shares of Common Stock                                                    -                  -             2,253
Proceeds from Loan Payable                                                        -                  -             2,273
                                                                    ---------------- ------------------ ------------------
Net Cash Provided by Financing Activities                                       643                689             5,172
                                                                    ---------------- ------------------ ------------------
Net Increase (decrease) in Cash                                                  21            (1,117)                22

Cash at Beginning of Period                                                       2              1,118                 1
                                                                    ---------------- ------------------ ------------------
Cash at End of Period                                                            23                  1                23
                                                                    ---------------- ------------------ ------------------
Supplemental Disclosures
Interest Paid                                                                    15                  -               270

NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares                                            -                  -             2,273
Stock Options recorded as Deferred Compensation                                   -                575               575



See Notes to Consolidated Financial Statements


                                       F-5


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2006

(1)  Organisation

     Golden River Resources Corporation ("Golden River Resources"), formerly Bay
Resources  Ltd,  is  incorporated  in  the  State  of  Delaware.  The  principal
shareholder of Golden River Resources is Edensor  Nominees  Proprietary  Limited
("Edensor"),  an  Australian  corporation.  Edensor  owned 32.3% of Golden River
Resources  as of March 31, 2006.  During  fiscal  1998,  Golden River  Resources
incorporated a further subsidiary,  Baynex.com Pty Ltd (formerly Bayou Australia
Pty Ltd),  under the laws of Australia.  Baynex.com Pty Ltd has not traded since
incorporation.  On August 21, 2000,  Golden River  Resources  incorporated a new
wholly  owned   subsidiary,   Bay  Resources  (Asia)  Pty  Ltd  (formerly  Bayou
International Pty Ltd), a corporation  incorporated under the laws of Australia.
In June 2002,  the Company  incorporated a new wholly owned  subsidiary,  Golden
Bull  Resources   Corporation  (formerly  4075251  Canada  Inc),  a  corporation
incorporated  under the laws of Canada.  Golden Bull  Resources  Corporation  is
undertaking  exploration  activities  for gold in  Canada.  On  March  8,  2006,
shareholders  approved  the  change  of  the  Company's  name  to  Golden  River
Resources.

(2)  Affiliate Transactions

     Golden  River  Resources  advances to and  receives  advances  from various
affiliates.  All advances  between  consolidated  affiliates  are  eliminated on
consolidation.

     During the nine months ending March 31, 2006 and 2005 AXIS  Consultants Pty
Ltd ("AXIS") an affiliated  management  company  advanced Golden River Resources
A$94,250 and A$243,000  respectively  including  services provided in accordance
with  the  service  agreement  of  A$286,141  and  A$313,697   respectively  and
reimbursed AXIS A$562,569 and A$478,513  respectively  for  outstanding  amounts
including  carried forward  outstanding  amounts.  During the nine months ending
March  31,  2006 and  2005  AXIS  charged  interest  of  A$19,918  and  A$7,665,
respectively, on outstanding balances. The interest rate charged by AXIS for the
nine months ended March 31, 2006 was 9.35% compared to between 10.60% and 10.85%
for the nine months  ended March 31,  2005.  At March 31, 2006 the Company  owed
AXIS  A$134,504.  These  entities are affiliated  through common  management and
ownership.

     Wilzed Pty Ltd, a company  associated  with the  President  of the Company,
Joseph  Gutnick,  provided  loan  funds  to  enable  the  Company  to  meet  its
liabilities and has paid certain  expenses on behalf of the Company.  During the
nine months  ending  March 31, 2006,  Wilzed  loaned the Company  A$809,999  and
charged  interest of A$71,156.  The interest rate charged by Wilzed for the nine
months was 9.35%. At March 31, 2006, the Company owed Wilzed A$1,556,627.

     Interest expense incurred on loans and advances due to affiliated  entities
approximated  A$91,075  and A$23,752 in the nine months ended March 31, 2006 and
2005, respectively.



                                                                                           

                                                                                          A$000's
                                                                                             2006
(3)  Long-Term Advance - Affiliate

 Loan from AXIS, a corporation affiliated with the President of Golden River                  134
 Resources. Interest accrued at 9.35% being the ANZ Banking Group Limited
 rate for overdrafts over $100,000.

 Loan from Wilzed Pty Ltd, a corporation affiliated with the President of
 Golden River Resources. Interest accrued at 9.35% per annum.                               1,557
                                                                               --------------------
                                                                                            1,691
                                                                               ====================


Refer footnote 8.

                                      F-6


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2006

(4)  Going Concern

     The accompanying  consolidated  financial  statements have been prepared in
conformity with generally  accepted  accounting  principles,  which contemplates
continuation  of  Golden  River  Resources  as a  going  concern.  Golden  River
Resources is in the exploration stage, has sustained  recurring losses and has a
net working capital deficiency which raises substantial doubts as to its ability
to continue as a going concern. However, Golden River Resources anticipates that
it will be able to  defer  repayment  of  obligations  until  it has  sufficient
liquidity to enable these loans to be repaid or other  arrangements to be put in
place. In addition Golden River Resources has  historically  relied on loans and
advances  from  corporations  affiliated  with the  President  of  Golden  River
Resources.  Based on discussions  with these affiliate  companies,  Golden River
Resources  believes this source of funding will continue to be available.  Other
than the arrangements noted above,  Golden River Resources has not confirmed any
other arrangement for ongoing funding. As a result Golden River Resources may be
required to raise funds by additional debt or equity  offerings in order to meet
its cash flow requirements during the forthcoming year.

     The  accumulated  deficit of the Company from  inception  through March 31,
2006 amounted to A$32,410,000 of which  A$6,008,000  has been  accumulated  from
July 2002, the date the Company entered the Exploration Stage, through March 31,
2006.

(5)  Income Taxes

     Golden River  Resources  should have carry forward losses of  approximately
US$19.4  million  as of June 30,  2005 which will  expire in the  various  years
through  2024.  Golden River  Resources  will need to file tax returns for those
years having  losses on which  returns have not been filed to establish  the tax
benefits of the net operating loss carry forwards. Due to the uncertainty of the
availability  and future  utilization of those  operating  loss carry  forwards,
management has provided a full valuation against the related tax benefit.

(6)  Employment Contract

     In October 2004,  the Company  entered into an employment  agreement with a
new Chief  Operating  Officer.  The  agreement  expires on December 31, 2006 and
provides  for an  annual  salary  of  US$110,000.  As part  of  this  employment
contract,  the Company granted options to purchase 750,000 shares of the Company
common  stock at US$1.00  per share (see Note 7). The  750,000  options  vest as
follows:  250,000  immediately,  250,000  on  September  1, 2005 and  250,000 on
December 31, 2006. The issue of the second 250,000 and third 250,000 options are
subject to availability of options in the Stock Option Plan.

(7)  Issue of Options under Stock Option Plan

     In October 2004, the Board of Directors and  Remuneration  Committee of the
Company adopted a Stock Option Plan and agreed to issue 1,400,000 options and up
to a further  500,000  options to acquire shares of common stock in the Company,
at an  exercise  price of US$1.00 per option,  subject to  shareholder  approval
which was  subsequently  received on January 27,  2005.  Of the total  1,400,000
options  issued,  350,000 vested  immediately  following  shareholder  approval,
50,000 vested on March 31, 2005, 333,331 vested on July 27, 2005, 333,334 vested
on January 27, 2006 and the balance of 333,335  will vest on July 27,  2006.  If
the additional  500,000 options are granted,  250,000 will vest  immediately and
250,000 on December 31, 2006. The exercise price of US$1.00 was derived from the
issue price of common  stock from the  placement of shares on March 31, 2004 and
is  considered  by the  Company's  Directors  to be the fair value of the common
stock. The options expire on October 15, 2014.


                                      F-7


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                 March 31, 2006

(7)  Issue of Options under Stock Option Plan (Cont'd)

     The Company has accounted  for all options  issued in 2006 based upon their
fair market value using the Black Scholes  pricing model.  There were no options
issued by the Company in 2005.

     The Company has  calculated the fair value of the options issued in January
2006 using the Black  Scholes  valuation  method using a share price of US$1.00,
strike  price of US$1.00,  maturity  period of 5 years 7 1/2  months,  risk free
interest rate of 5.15% and volatility of 20%. This equates to a value of US31.85
cents  per  option.  The  total  value  of  the  options  equates  to  A$575,100
(US$445,900)  and is being amortized over the vesting period.  For the three and
nine months  ended March 31,  2006,  the  amortization  amounted to A$32,699 and
A$168,297 respectively.

     On January 1, 2006, the Company  adopted  revised SFAS No.123,  Share-Based
payment,  which addresses the accounting for share-based payment transactions in
which  a  company  receives   employee  services  in  exchange  for  (a)  equity
instruments of that company or (b) liabilities  that are based on the fair value
of the company's  equity  instruments  or that may be settled by the issuance of
such equity  instruments.  Because the Company had  previously  adopted the fair
value recognition  provisions of SFAS No. 123, the revised standard did not have
a material impact on its financial statements.

     Consistent with the provisions of APB No.25,  the Company recorded the fair
value of stock option grants in stockholders  equity and an offsetting  deferred
compensation   amount  within   stockholders   equity  for  the  unearned  stock
compensation  cost. Under SFAS No.123R an equity instrument is not considered to
be issued until the instrument vests. Accordingly,  as provided in SFAS No.123R,
the Company has reversed the unamortized  restricted stock compensation included
in stockholders  equity for the unvested portions of stock option grants awarded
prior to the effective date of SFAS No.123R.

     During the nine months ended March 31, 2006,  50,000 options lapsed when Mr
P. Ehrlich resigned as a Director.

     A summary of the options  outstanding and exercisable at March 31, 2006 are
as follows:

                                      Outstanding              Exercisable
Number of options                       1,350,000                  716,666
Exercise price                            US$1.00                  US$1.00
Expiration date                  October 15, 2014         October 15, 2014

(8)  Events Subsequent to Balance Date

     Effective  as of May 8, 2006,  the  Company  agreed to issue to Fast Knight
Nominees  Pty Ltd  (FKN),  10  million  shares of common  stock and  options  to
purchase 20 million  shares of common  stock at an exercise  price of A$0.20 per
share and an  expiration  date of April 30, 2011, in repayment of A$2 million in
loans from Wilzed Pty Ltd to the Company. Wilzed is a company that is associated
with the  President  of the  Company,  Mr. J. I.  Gutnick.  Wilzed has agreed to
accept the Shares and Options as satisfaction of the loan and has instructed the
Company  to  issue  the  Shares  and  Options  to FKN,  a  company  that is also
associated with Mr. Gutnick.


                                      F-8


     On June 9, 2006, we entered into a Subscription  Agreement with RAB Special
Situations (Master) Fund Limited ("RAB") pursuant to which we issued to RAB in a
private  placement  transaction  (the  "Private  Placement")  for  an  aggregate
purchase price of A$2,000,000  (US$1,542,000);  (i)10,000,000  special  warrants
(the "Special  Warrants"),  each of which is exercisable at any time to acquire,
without additional  consideration,  one share of common stock, and (ii) warrants
(the  "Warrants")  for the purchase of 20,000,000  shares of common stock, at an
exercise price of A$0.20 (US$0.1542) to be exercisable until April 30, 2011. The
Warrants  contain a cashless  exercise  provision  whereby  the  holder,  at its
option,  may exercise the Warrants by surrender and cancellation of a portion of
the shares of our common stock  issuable upon the exercise of the Warrants based
on the then  current  market  price of our common  stock.  If the holders of the
Warrants elected to exercise the Warrants  pursuant to this provision,  we would
not receive any proceeds from the exercise of the Warrants.

     We plan to conduct exploration on the Slave Properties during 2006. At this
stage, we have not prepared a budget for the 2006 exploration program.  However,
we believe the budget will be approximately A$1,000,000.  Our budget for general
and administration for fiscal 2006 is A$0.8 million. On June 14, 2006, we closed
an equity raising of A$2.0 million (US$1.542 million) and this will provide cash
for our exploration  program,  general and  administration  expenses and working
capital.





                                      F-9


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                          (formerly Bay Resources Ltd)
                         (An Exploration Stage Company)


                        Consolidated Financial Statements

                             June 30, 2005 and 2004

         (with Report of Independent Registered Public Accounting Firm)





                                      F-10


Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders of
Golden River Resources Corporation (formerly Bay Resources Ltd)

     We have audited the accompanying consolidated balance sheet of Golden River
Resources Corporation and Subsidiaries (An Exploration Stage Company) as of June
30, 2005, and the related consolidated  statements of operations,  stockholders'
equity  (deficit)  and cash flows for the years ended June 30, 2005 and 2004 and
the cumulative  period from July 1, 2002  (inception of exploration  activities)
through June 30, 2005. These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

     We  conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the financial position of Golden River
Resources  Corporation and Subsidiaries at June 30, 2005, and the results of its
operations and its cash flows for the years ended June 30, 2005 and 2004 and the
cumulative  period  from  July 1, 2002  (inception  of  exploration  activities)
through  June  30,  2005 in  conformity  with  accounting  principles  generally
accepted in the United States of America.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming the Company will continue as a going  concern.  As described in note 1,
at June 30, 2005 the Company had not yet commenced revenue producing  operations
and had a retained  deficit of A$31,406,000  (US$23,931,000).  These  conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The consolidated  financial  statements do not include any adjustments
that might result from the outcome of this  uncertainty.  Management's  plans in
regard to these matters are also discussed in note 1.


New York, NY                                      PKF
September 6, 2005                                 Certified Public Accountants
                                                  A Professional Corporation


                                      F-11


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                           Consolidated Balance Sheet
                                  June 30, 2005

                                                            Convenience
                                                            Translation
                                                     A$000's   US$000's
                                                        2005       2005

ASSETS

Current Assets:
Cash                                                        2         2
Receivables                                               126        96
Prepayments and Deposits                                   82        62
                                                ---------------------------
Total Current Assets                                      210       160
                                                ---------------------------
Non Current Assets:
Property and Equipment, net                                17        13
                                                ---------------------------
Total Non Current Assets                                   17        13
                                                ---------------------------
Total Assets                                              227       173
                                                ===========================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts Payable and Accrued Expenses                     605       460
                                                ---------------------------
Total Current Liabilities                                 605       460
                                                ---------------------------

Non Current Liabilities
Long-Term Advance - Affiliate                             972       741
                                                ---------------------------
Total Non Current Liabilities                             972       741
                                                ---------------------------
Total Liabilities                                       1,577     1,201
                                                ---------------------------

Stockholders' Equity (Deficit):
Common stock: $.0001 par value
50,000,000 shares authorized,
16,714,130 shares issued                                    2         2
Less Treasury Stock, at Cost, 2,500 shares                (20)      (15)
Additional Paid-in-Capital                             30,275    23,068
Deferred Compensation                                    (198)     (151)
Other Comprehensive loss                                   (3)       (2)
Retained Deficit during exploration stage              (5,004)   (3,813)
Retained Deficit prior to exploration                 (26,402)  (20,118)
                                                ---------------------------
Total Stockholders' Equity (deficit)                   (1,350)   (1,029)
                                                ---------------------------
Total Liabilities and Stockholders' Equity                227       172
                                                ===========================

See Notes to Financial Statements



                                      F-12


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Operations
                   For the years ended June 30, 2004 and 2005
                   and for the cumulative period July 1, 2002
             (inception of exploration activities) to June 30, 2005



                                                                                                              

                                                                                                Convenience    July 1, 2002
                                                                                                Translation     to June 30,
                                                               A$000's           A$000's           US$000's            2005
                                                                  2004              2005               2005         A$000's
                                                                 $-                  $-                 $-            $-
Revenues
                                                         -------------- ----------------- ------------------ ---------------
Cost and expenses

Stock Based Compensation                                            -               377                287             377
Exploration Expenditure                                           951             1,277                973           2,426
Interest Expense net - related entity                             122                44                 34             299
Legal, Accounting and Professional                                112               189                144             363
Administrative                                                    537               716                546           1,541
                                                         -------------- ----------------- ------------------ ---------------
                                                                1,722             2,603              1,984           5,007
                                                         -------------- ----------------- ------------------ ---------------

(Loss) from Operations                                         (1,722)           (2,603)            (1,984)         (5,007)
Foreign Currency Exchange Gain (Loss)                              (1)                3                  2              (3)
                                                         -------------- ----------------- ------------------ ---------------

(Loss) before Income Tax                                       (1,723)           (2,600)            (1,982)         (5,004)
                                                                    -                 -                  -               -
Provision for Income Tax
                                                         -------------- ----------------- ------------------ ---------------
Net (Loss)                                                    $(1,723)           (2,600)            (1,982)         (5,004)
                                                         ============== ================= ================== ===============
Basic net (Loss) per Common Equivalent Shares                   $(.18)            $(.16)             $(.12)          $(.38)
                                                         ============== ================= ================== ===============
Weighted Number of Common Equivalent
Shares Outstanding (000's)                                      9,385            16,714             16,714          12,932
                                                         ============== ================= ================== ===============
See Notes to Financial Statements



                                      F-13


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
                             June 30, 2004 and 2005
                   and for the cumulative period July 1, 2002
             (inception of exploration activities) to June 30, 2005



                                                                                        

                                         Shares Common TreasuryAdditional Retained     Retained  Deferred Other  Total
                                                 Stock Stock,   Paid-in    Earnings    Earnings   Compen-Compr-
                                                Amount    at    Capital    (Deficit)  (Deficit)   sation hensive
                                                         Cost            (during the  (prior to           Loss
                                                                          Exploration Exploration
                                                                            stage)      stage)
                                         -------------------------------------------------------------------------------
                                          000's A$000's A$000's A$000's    A$000's     A$000's   A$000's A$000'sA$000's

Balance June 30, 2002                     6,347     $1    $(20)  $25,175           -    $(26,402)      -      - $(1,246)
Net loss                                      -      -       -         -        (681)          -       -      -    (681)
                                         -------------------------------------------------------------------------------

Balance June 30, 2003                     6,347     $1    $(20)  $25,175       $(681)   $(26,402)      -      - $(1,927)

Issuance of 1,753,984 shares and warrants
 in lieu of debt repayment                1,754      -       -     2,273           -           -       -      -   2,273
Sale of 1,670,000 shares and warrants     1,670      -       -     2,253           -           -       -      -   2,253
Issuance of 6,943,057 shares on cashless
 exercise of options                      6,943      1       -        (1)          -           -       -      -       -
Net unrealized loss on foreign exchange       -      -       -         -           -           -       -     (9)     (9)
Net (loss)                                    -      -       -         -     $(1,723)          -       -      -  (1,723)
                                         -------------------------------------------------------------------------------
Balance June 30, 2004                    16,714     $2    $(20)  $29,700     $(2,404)   $(26,402)      -     (9)   $867

Issuance of 1,400,000 options under 2004
 stock option plan                            -      -       -       575           -           -    (575)     -       -

Amortization of 1,400,000 options under
 2004 stock option plan                       -      -       -         -           -           -     377      -     377

Net unrealized gain on foreign exchange       -      -       -         -           -           -              6       6

Net/(loss)                                    -      -       -         -      (2,600)         -0)                (2,600)
                                         -------------------------------------------------------------------------------

Balance June 30, 2005                    16,714     $2    $(20)   30,275     $(5,004)    (26,402)   (198)    (3) (1,350)
                                         -------------------------------------------------------------------------------


See Notes to Financial Statements


                                      F-14



               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Cash Flows
                   For the Years Ended June 30, 2004 and 2005
                   and for the cumulative period July 1, 2002
             (inception of exploration activities) to June 30, 2005



                                                                                                         

                                                                                                 Convenience     July 1, 2002
                                                                                                 Translation      to June 30,
                                                                  A$000's         A$000's           US$000's             2005
                                                                    2004            2005               2005          A$000's

CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)                                                       $(1,723)         $(2,600)          $(1,981)        $(5,004)
Adjustments to reconcile net (loss) to net cash (used) in
operating activities
Foreign Exchange                                                      (9)               6                 4              (3)
Depreciation of plant and equipment                                    1                9                 7              10
Stock based compensation                                               -              377               287             377
Accrued interest added to principal                                    1               50                38             184
Net Change In :
Receivables                                                          (84)             (39)              (30)           (126)
Staking Deposit                                                        -                -                 -              23
Prepayments and Deposits                                            (241)             159               121             (82)
Accounts Payable and Accrued Expenses                                338              110                84             156
Short-Term Advance - Affiliates                                      103             (104)              (79)            (36)
                                                            ---------------- ------------- ---------------- ----------------
Net Cash used in Operating Activities                             (1,614)          (2,032)           (1,549)         (4,501)
                                                            ---------------- ------------- ---------------- ----------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of Plant and Equipment                                      (21)              (6)               (4)            (27)
                                                            ---------------- ------------- ---------------- ----------------
Net Cash used in Investing Activities                                (21)              (6)               (4)            (27)
                                                            ---------------- ------------- ---------------- ----------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Net borrowing (repayments) from Affiliates                        (1,774)             922               703               3
Sale of Shares of Common Stock                                     2,253                -                 -           2,253
Proceeds from loan payable                                         2,273                -                 -           2,273
                                                            ---------------- ------------- ---------------- ----------------
Net Cash Provided by Financing Activities                          2,752              922               703           4,530
                                                            ---------------- ------------- ---------------- ----------------
Net Increase (Decrease) in Cash                                    1,117           (1,116)             (850)              1
Cash at Beginning of Year                                              1            1,118               852               1
                                                            ---------------- ------------- ---------------- ----------------
Cash at End of Year                                                1,118                2                 2               2
                                                            ================ ============= ================ ================

Supplemental Disclosures
Interest Paid                                                       $122                -                 -             255

NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares                            $2,273                -                 -           2,273
Stock Options recorded as Deferred Compensation
                                                                       -             $575              $438            $575


See Notes to Financial Statements

                                      F-15



               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)

                   Notes to Consolidated Financial Statements
                             June 30, 2005 and 2004

(1)    ORGANIZATION AND BUSINESS

     Golden  River  Resources  Corporation  ("Golden  River  Resources"  or  the
"Company", formerly Bay Resources Ltd) is incorporated in the State of Delaware.
The  principal  shareholder  of  Golden  River  Resources  is  Edensor  Nominees
Proprietary Limited ("Edensor"), an Australian corporation.  Edensor owned 32.3%
of Golden River Resources as of June 30, 2005.  During fiscal 1998, Golden River
Resources  incorporated  a  subsidiary,   Baynex.com  Pty  Ltd  (formerly  Bayou
Australia Pty Ltd), under the laws of Australia. Baynex.com has not traded since
incorporation.  On August 21, 2000 the Company  incorporated  a new wholly owned
subsidiary,  Bay  International  Pty Ltd, (now known as Bay Resources (Asia) Pty
Ltd), a corporation  incorporated under the laws of Australia. In June 2002, the
Company  incorporated  a new wholly  owned  subsidiary,  Golden  Bull  Resources
Corporation  ("Golden  Bull")  (formerly  4075251  Canada  Inc),  a  corporation
incorporated  under the laws of Canada.  Golden Bull is the vehicle that will be
used by the Company to undertake exploration activities for gold in Canada.

     During the 2002 fiscal  year,  Golden  River  Resources  expanded  its gold
exploration  business  by  entering  into an  agreement  to explore  for gold on
extensive property interests in northern Canada held by Tahera Corporation;  and
making  application  via a new 100%  owned  subsidiary,  Golden  Bull  Resources
Corporation,  for properties in the highly prospective  Committee Bay Greenstone
Belt in Nunavut, Canada.

     Golden River  Resources  originally  applied for 29 claims  totaling 71,694
acres in the Committee Bay Greenstone  Belt in central  Nunavut,  Canada.  These
claims were recorded on October 16, 2002.  From the original area,  Golden River
Resources  retained a total of 49,439.48 acres on 21 claims.  To keep the claims
in good standing,  Golden River Resources  needed to spend a total of CN$197,798
of  assessment  work was  required to be completed  by the  anniversary  date of
October 16, 2004. A total of CDN$98,879 is required in each  subsequent  year up
to 2012 (at which  point a decision  to bring the claims to lease must be made).
Golden River  Resources  spent more than the minimum  requirement and the excess
spent can be used to offset the expenditure  requirements in following years. As
a result, Golden River Resources has already met its commitment until 2012.

     The accompanying  consolidated  financial  statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America,  which  contemplates  continuation of Golden River Resources as a going
concern.  However,  Golden River Resources is an exploration stage company which
has not yet commenced revenue producing  operations and has sustained  recurring
losses since inception.

     In addition,  Golden River Resources has  historically  relied on loans and
advances  from  corporations  affiliated  with the  President  of  Golden  River
Resources  and fund  raising  through the sale of equity  instruments.  Based on
discussions with these affiliate  companies Golden River Resources believes this
source of funding will continue to be available.

     The  Company's  ability  to  continue  operations  through  fiscal  2006 is
dependent upon future funding from affiliated entities, capital raisings, or its
ability to commence revenue producing operations and positive cash flows.

     The Company raised A$2,253,000 in April 2004 through the issuance of shares
under a Private  Placement  and has used their  funding to commence  exploration
activity in Canada.


                                      F-16


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)

                   Notes to Consolidated Financial Statements
                             June 30, 2005 and 2004


(2)    RECENT ACCOUNTING PRONOUNCEMENTS

     In  December  2002,  the  Financial  Accounting  Standards  Board  ("FASB")
approved Statement of Financial  Accounting  Standards No. 148,  "Accounting for
Stock-Based  Compensation  -  Transition  and  Disclosure.  SFAS No.  148 amends
Statement of Financial Accounting standards No. 123, "Accounting for Stock-Based
compensation"  (SFAS No. 123) to provide alternative methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.   In  addition,  SFAS  No.  148  amends  the  disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee  compensation  and the effect of the method used on  reported  results.
SFAS No. 148 was effective for the Company fiscal year ended June 30, 2003.

     In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity".  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset is some circumstances). The requirements of SFAS No.
150  apply  to  issuer's   classification   and   measurement  of   freestanding
instruments,  including  those  that  comprise  more than one  option or forward
contract.  SFAS No.  150  does not  apply to  features  that are  embedded  in a
financial  instrument that is not a derivative in its entirety.  SFAS No. 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after  June 15,  2003,  except  for  mandatory  redeemable  financial
instruments  of non-public  entities.  It is to be  implemented by reporting the
cumulative  effect  of  a  change  in  an  accounting  principle  for  financial
instruments  created before the issuance date of SFAS No. 150 and still existing
at the  beginning of the interim  period of  adoption.  The adoption of this new
standard had no effect on the Company's financial position.

     In  December  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 153 (SFAS 153), "Exchanges of Nonmonetary Assets." SFAS 153 amends
the guidance in APB No. 29,  "Accounting for Nonmonetary  Assets." APB No.29 was
based on the principle that  exchanges of nonmonetary  assets should be measured
on the fair  value  of the  assets  exchanged.  SFAS 153  amends  APB No.  29 to
eliminate the exception for nonmonetary  exchanges of similar  productive assets
and replaces it with a general  exception  for exchanges of  nonmonetary  assets
that do not have commercial substance if the future cash flows of the entity are
expected  to  change  significantly  as a result  of the  exchange.  SFAS 151 is
effective for financial  statements issued for fiscal years beginning after June
15, 2005.

     The adoption of SFAS 153 is not  expected to have a material  effect on the
Company's financial position or results of operations.

     In December  2004,  the FASB  revised  Statement  of  Financial  Accounting
Standards No. 123 (SFAS 123(R)),  "Accounting for Stock-Based Compensation." The
SFAS 123(R) revision  established  standards for the accounting for transactions
in which an entity  exchanges its equity  instruments  for goods or services and
focuses  primarily on accounting  for  transactions  in which an entity  obtains
employee services in share-based  payment  transactions.  It does not change the
accounting guidance for share-based payment transactions with parties other than
employees.  For public entities that do not file as small business issuers,  the
revisions to SFAS 123 are  effective as of the beginning of the first interim or
annual  reporting  period that begins after June 15, 2005.  For public  entities
that file as small business issuers, the revisions


                                      F-17


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)

                   Notes to Consolidated Financial Statements
                             June 30, 2005 and 2004

(2)    RECENT ACCOUNTING PRONOUNCEMENTS (continued)

to SFAS 123(R) are  effective as of the beginning of the first interim or annual
reporting period that begins after December 15, 2005.

     For non-public entities,  the revisions to SFAS 123 are effective as of the
beginning of the first annual  reporting  period that begins after  December 15,
2005.  The  adoption  this  statement  will not have an effect on the  Company's
financial  position or results of operations as the Company  already applies the
provisions  of FASB No.123 and accounts for stock  options  under the fair value
method

     In  March  2005,  the FASB  issued  FASB  Interpretation  ("FIN")  No.  47,
"Accounting for Conditional Asset Retirement  Obligations." FIN No. 47 clarifies
the meaning of the term CONDITIONAL ASSET RETIREMENT  OBLIGATION as used in SFAS
143, "Accounting for Asset Retirement  Obligations" and clarifies when an entity
would have  sufficient  information to reasonably  estimate the fair value of an
asset retirement obligation.  This interpretation is effective no later than the
end of fiscal  years  ending  after  December  15, 2005  (December  31, 2005 for
calendar-year   companies).   Retrospective  application  of  interim  financial
information is permitted but is not required.  The adoption of this statement is
not expected to have a material effect on the Company's  consolidated  financial
position, results of operations or cash flows.

     In May 2005,  the FASB issued SFAS no. 154,  "Accounting  Changes and Error
Corrections  ("SFAS No.  154") which  replaces  APB Opinion No. 20,  "Accounting
Changes"  and SFAS No. 3,  "Reporting  Accounting  Changes in Interim  Financial
Statements-An Amendment of ABP Opinion No. 28. SFAS No. 154 provides guidance on
the  accounting for and reporting of accounting  changes and error  corrections.
Specially,  this statement  requires  "retrospective  application" of the direct
effect  for a  voluntary  change  in  accounting  principle  to  prior  periods'
financial  statements,  if it is practical to do so. SFAS No. 154 also  strictly
defines  the term  "restatement"  to mean the  correction  of an error  revising
previously issued financial statements. SFAS No. 154 is effective for accounting
changes and  corrections of errors made in fiscal years beginning after December
15, 2005 and is  required  to be adopted by the Company in the first  quarter of
fiscal year 2007.  Although we will continue to evaluate the application of SFAS
No. 154,  management  does not currently  believe  adoption will have a material
impact on our results of operations, financial position or cash flows.

(3)    ACCOUNTING POLICIES

     The following is a summary of the significant  accounting policies followed
in connection with the preparation of the consolidated financial statements.

     (a)  Consolidation

          The consolidated  financial  statements include the accounts of Golden
          River  Resources and the 100% interest it holds in Baynex.com Pty Ltd,
          Bay Resources  (Asia) Pty Ltd and Golden Bull  Resources  Corporation.
          All  significant  intercompany  transactions  and  balances  have been
          eliminated in consolidation.

     (b)  Foreign Currency Translation

          The majority of Golden River Resources'  administrative operations are
          in  Australia  and  as  a  result  the   reporting   currency  of  its
          consolidated  accounts  are  maintained  in  Australian  dollars.  The
          functional currency of the Company Canadian subsidiary is the Canadian
          dollar.  The income and expenses of  operations  are  translated  into
          Australian  dollars at the average exchange rate prevailing during the
          period.   Assets  and  liabilities  of  the  Canadian  subsidiary  are
          translated  into Australian  dollars at the period-end  exchange rate.
          The resulting  translation  adjustments  are accumulated in a separate
          component  of  Stockholders   Equity.   Foreign  currency  translation
          adjustments have not been material for all periods presented.


                                      F-18


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)

                   Notes to Consolidated Financial Statements
                             June 30, 2005 and 2004

(3)    ACCOUNTING POLICIES (continued)

     (c)  Financial Instruments

          The Company's  cash,  receivables,  payables and short term borrowings
          represent  financial  instruments  whose carrying  amounts  reasonably
          approximate their fair value.

     (d)  Comprehensive Income (Loss)

          The Company follows Financial  Accounting Standards No. 130 (SFAS 130)
          "Reporting  Comprehensive  Income".  SFAS 130  requires  a company  to
          report comprehensive income (loss) and its components in a full set of
          financial  statements.  Comprehensive  income  (loss) is the change in
          equity  during  a  period  from  transactions  and  other  events  and
          circumstances  from  non-owner  sources,   such  as  unrealized  gains
          (losses)  on  foreign  currency  translation  adjustments.  Changes in
          unrealized  foreign  currency  translation  gains or  (losses)  during
          fiscal 2005 and 2004 amounted to A$6,000 and (A$9,000),  respectively.
          Accordingly,  comprehensive loss for the years ended June 30, 2005 and
          2004 amounted to A$2,594,000 and A$1,732,000, respectively.

     (e)  Property and Equipment

          Property  and  equipment is stated at cost.  Depreciation  is computed
          over a period  covering the  estimated  useful life of the  applicable
          property and  equipment.  Accumulated  depreciation  and  depreciation
          expense as of and for the year ended June 30, 2005 amounted to A$2,654
          (2004 A$1,052) and A$1,602 (2004 $1,052) respectively.

     (f)  Cash Equivalents

          Golden River Resources considers all highly liquid investments with an
          original  maturity of three  months or less at the time of purchase to
          be cash  equivalents.  For the  periods  presented  there were no cash
          equivalents.

     (g)  Income Tax

          Income  taxes are  provided on  financial  statement  income.  For the
          periods  presented there was no taxable income.  There are no deferred
          income taxes resulting from temporary differences in reporting certain
          income  and  expense  items for income  tax and  financial  accounting
          purposes.  Golden River Resources at this time is not aware of any net
          operating losses which are expected to be realised.


                                      F-19


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)

                   Notes to Consolidated Financial Statements
                             June 30, 2005 and 2004

(3)    ACCOUNTING POLICIES (continued)

     (h)  Loss per share

          Basic  (loss)  per share is  computed  based on the  weighted  average
          number of common shares outstanding  during the period.  Dilutive loss
          per share  has not been  presented  as the  effects  of  common  stock
          equivalents are anti-dilutive.

     (i)  Exploration Expenditure

          Exploration  expenditure  consisting of  prospecting  and  exploration
          costs are written off into operations as incurred.

     (j)  Accounting for Stock Options

          For the issuances of stock options, the Company follows the fair value
          provisions of Financial  Accounting  Standards No. 123 "Accounting for
          Stock Based  Compensation".  SFAS 123  requires the company to measure
          the cost of employee  services  received  in exchange  for an award of
          equity  instruments  based on grant date fair value.  The cost will be
          recognised  over the period  during  which an  employee is required to
          provide  service  in  exchange  for the  award - usually  the  vesting
          period.  In the case where there is no required  service  period,  the
          fair value of the equity instruments is expensed immediately.

     (k)  Pension 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, 2005, the
          Company has an obligation to pay A$13,570.  Contributions  to employee
          benefit or health  plans  during  the year  ended  June 30,  2005 were
          A$7,196.

     (l)  Convenience Translation to US$

          The  consolidated  financial  statements  as of and for the year ended
          June 30, 2005 have been  translated  into United States  dollars using
          the rate of  exchange  of the United  States  dollar at June 30,  2005
          (A$1.00=US$0.7620).   The   translation   was  made   solely  for  the
          convenience of readers in the United States.

     (m)  Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and assumptions  that affect certain reported amounts and disclosures.
          Accordingly,   actual  results  could  differ  from  those  estimates.
          Significant  estimates  required to be made by management  include the
          fair value of options and other equity instruments issued.

     (n)  Comparative Figures

          Where  necessary,   comparative  figures  have  been  restated  to  be
          consistent with current year presentation.


                                      F-20


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)

                   Notes to Consolidated Financial Statements
                             June 30, 2005 and 2004

(4)    INVESTMENT SECURITIES

     The Company has several small historical cost based investments that it has
provided a full  valuation  for  diminution  and  carry's at a $nil value  (2004
$nil).


                                                                                           
                                                                                           A$000's
                                                                                              2005
(5)   LONG-TERM ADVANCE - AFFILIATE
      Loan  from  AXIS  Consultants,   a  corporation   affiliated  with  the                 297
      President  of Golden  River  Resources.  Interest  accrued at 10.60% to
      10.85% being the National  Australia Bank rate plus 1.5% for overdrafts
      over $100,000.

      Loan from Wilzed Pty Ltd, a corporation  affiliated  with the President                 675
      of Golden  River  Resources.  Interest  accrued at 9.10% to 9.35% being
      the rate.
                                                                               --------------------
                                                                                              972
                                                                               ====================


(6)      AFFILIATE TRANSACTIONS

     Golden  River  Resources  advances to and  receives  advances  from various
affiliates.  All advances  between  consolidated  affiliates  are  eliminated on
consolidation.

     Included  in  short  term   advances  and  accounts   payable  and  accrued
liabilities at June 30, 2004 was A$104,000 due to AXIS, an affiliated management
company. This entity is affiliated through common management and ownership.  The
Company paid AXIS A$487,535  (being A$383,535 in respect to the current year and
A$104,000  being the amount  owing at June 30,  2004) in respect of the  Service
Agreement for the fiscal year ended June 30, 2005 and A$759,410 (being A$335,987
in respect  to the  current  year and  A$486,000  in respect to prior  years) in
respect of the Service  Agreement for the fiscal year ended June 30, 2004 During
2005, AXIS loaned the Company  A$249,500.At  June 30, 2004 and 2005, the Company
owed  AXIS  A$104,000  and  A$296,764  respectively  for  services  provided  in
accordance  with the  Service  Agreement.  During  fiscal  2004 and  2005,  AXIS
Consultants   charged   interest  of  A$42,742  and  A$13,879   respectively  on
outstanding  balances.  AXIS charged interest at rates between 10.10% and 10.60%
for fiscal 2004 and 10.60% and 10.85% for fiscal 2005.

     Chevas 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 and has paid certain  expenses on behalf of the Company.  At June 30
2002,  the Company owed Chevas  A$783,743.  During the 2003 fiscal year,  Chevas
loaned a further  A$369,155  and charged  A$86,417 in interest to the Company on
the loan account. At June 30, 2003, the Company owed Chevas A$1,239,315.  During
the 2004 fiscal year,  Chevas loaned a further A$187,122 and charged A$82,776 in
interest  to the  Company on the loan  account.  During the 2004 fiscal year the
Company repaid the loan in full amounting to A$1,509,214. Interest rates charged
in fiscal 2004 ranged between 8.6% to 9.10%.

     Edensor  Gold Pty Ltd,  a  company  associated  with the  President  of the
Company,  Joseph  Gutnick,  provided loan funds during fiscal 2004 to enable the
Company to meet its  liabilities.  During the 2004  fiscal  year,  Edensor  Gold
loaned A$69,000 and charged A$670 in interest. During fiscal 2004, we repaid the
loan in full. Edensor Gold charged interest on outstanding  balances of the loan
account at the ANZ Banking  Group Limited  reference  rate for  overdrafts  over
A$100,000  plus 1%. In accordance  with this formula,  the actual  interest rate
charged during the 2004 fiscal year was 8.85% to 9.10%.


                                      F-21


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2005 and 2004

 (6)   AFFILIATE TRANSACTIONS (continued)

     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.  During the 2005 fiscal year,  Wilzed loaned  A$644,633 and charged
A$31,235 in interest.  We repaid $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%.

     At June 30, 2002,  the Company owed Tahera  A$36,365.  During  fiscal 2003,
Tahera incurred certain exploration and administration costs in Canada on behalf
of the Company amounting to A$65,314 and Mr. J.I. Gutnick and Chevas paid Tahera
A$47,368 and A$53,350 respectively on behalf of the Company.  During fiscal 2003
and 2004, Tahera did not charge the Company interest on amounts outstanding.  At
June 30, 2003,  the Company owed Tahera A$1,361 and Mr. J.I.  Gutnick  A$47,368.
During  fiscal  2004,  Mr J I Gutnick  was paid in full and Tahera  advised  the
Company in writing that there were no monies owing to it by the Company.

     Quantum  Resources  Limited incurred certain costs on behalf of the Company
amounting to A$43,941 during fiscal 2003 in respect to the Company's  activities
in Tibet China as a result of Quantum's  contacts in China. This amount remained
outstanding  and was included in accounts  payable and accrued  expenses at June
30, 2003. During fiscal 2004, this amount was repaid in full.

     Kerisridge Pty Ltd, a company associated with the President of the Company,
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 owed to them into common  stock and  warrants of the  Company.  The Company
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, 2006 in full repayment of the $2,273,186
owing to Kerisridge.

     On February  19, 2004  Edensor  Nominees  Pty Ltd  ("Edensor")  advised the
Company that it was  exercising  the  6,000,000  options for common stock of the
Company  it held  utilizing  the  cashless  exercise  feature  of the  terms and
conditions of the issue of the options.  The Company issued  5,142,857 shares of
common  stock to  Edensor  on March 3, 2004 as a result of the  exercise  of the
options. (See note 9)

     Interest expense incurred on loans and advances due to affiliated  entities
approximated A$45,000 and A$122,000 in fiscal 2005 and 2004, respectively.

(7)      CONTINGENT LIABILITY

     The Company has received an invoice from a corporation  that  conducted the
pegging  of the  claims in Canada on behalf of the  Company.  A number of claims
that were  pegged were not  ultimately  issued to the Company due to a number of
errors by the pegging Company.  The Company had advised the pegging company that
it does not  believe any further  payments  are due to the pegging  company as a
result of the  economic  loss  incurred by Golden River  Resources.  The Company
believes  that if it is  unsuccessful  in  defending  any claim  that is brought
against it, the maximum  potential  liability is C$59,000.  No accrued liability
has been recorded in the accompanying  financial  statement pending the ultimate
disposition of this matter.


                                      F-22


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2005 and 2004

(8)    INCOME TAXES

     Golden River  Resources  files its income tax returns on an accrual  basis.
Golden River Resources should have carry forward losses of approximately US$19.4
million as of June 30,  2005 which will expire in the years 2006  through  2024.
Golden  River  Resources  will need to file tax returns  for those years  having
losses on which returns have not been filed to establish the tax benefits of the
net operating loss carry forwards.  Due to the  uncertainty of the  availability
and future  utilization of those  operating loss  carryforwards,  management has
provided a full  valuation  against  the  related  tax  benefit.  The  valuation
allowance  increased  from US$6.8  million at June 30, 2004 to US$7.5 million at
June 30, 2005.

(9)    STOCKHOLDERS EQUITY

     In February and March 2004,  holders of options to acquire 8,000,000 shares
of the common  stock  informed the Company of their  intentions  to exercise the
cashless  exercise  feature of their option  agreement.  As a result the Company
issued 6,943,057 shares of its common stock.

     In March 2004,  the Company  raised  US$1,670,000  (A$2,253,000)  through a
private  placement by issuing  1,670,000  shares of common stock and warrants to
purchase  1,670,000  shares of common  stock at US$1.30 per share.  The warrants
expire in two years from the date of issuance.

     In March 2004, the Company received a loan from an affiliated entity in the
amount of A$2,273,000  (US$1,754,000)  which was used to repay other outstanding
amounts due to affiliated  entities.  This loan was later satisfied  through the
issuance of 1,753,984 shares of common stock and warrants to purchase  1,753,984
shares of common stock at $1.30 per share. The warrants expire in two years from
the date of issuance.

     At June 30, 2005 the Company has  outstanding  stock options as detailed in
footnote 11. At June 30, 2005 the Company had warrants  outstanding  to purchase
3,423,984  shares of common  stock at  US$1.30  per share.  All of the  warrants
expire in 2006.

(10)   ISSUE OF OPTIONS UNDER STOCK OPTION PLAN

     In October 2004, the Board of Directors and  Remuneration  Committee of the
Company adopted a Stock Option Plan and agreed to issue 1,400,000 options and up
to a further  500,000  options to acquire shares of common stock in the Company,
at an  exercise  price of US$1.00 per option,  subject to  shareholder  approval
which was  subsequently  received on January 27,  2005.  Of the total  1,400,000
options issued, 350,000 vest immediately following shareholder approval,  50,000
vest on March 31, 2005,  333,331 vest on July 27, 2005,  333,334 vest on January
27, 2006 and the balance of 333,335  vest on July 27,  2006.  If the  additional
500,000  options  are  granted,  they will vest  250,000 on October 31, 2005 and
250,000 on December 31, 2006. The exercise price of US$1.00 was derived from the
issue price of common  stock from the  placement of shares on March 31, 2004 and
is  considered  by the  Company's  Directors  to be the fair value of the common
stock. The options expire on October 15, 2014.

     The Company has accounted  for all options  issued in 2005 based upon their
fair market value using the Black Scholes  pricing model.  There were no options
issued by the Company in 2004.


                                      F-23


               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2005 and 2004

(10)   ISSUE OF OPTIONS UNDER STOCK OPTION PLAN (continued)

     The Company has  calculated  the fair value of the 1,400,000  options using
the Black Scholes valuation method using a share price of US$1.00,  strike price
of US$1.00,  maturity period of 5 years 7 1/2 months, risk free interest rate of
5.15% and  volatility  of 20%.  This  equates  to a value of  US31.85  cents per
option. The total value of the options equates to A$575,100 (US$438,200) and has
been reflected as Deferred  Compensation  Expense within the Shareholders Equity
Statement.  The gross fair value is amortized into  operations  over the vesting
period.  For fiscal 2005, the amortization  amounted to A$377,210  (US$287,434).
Subsequent to June 30, 2005,  and as a result of the  resignation  of one of the
Company's Directors, 50,000 options were relinquished.

     A summary of the options  outstanding  and exercisable at June 30, 2005 are
as follows:

                                      Outstanding              Exercisable
       Number of options                1,400,000                  733,333
       Exercise price                     US$1.00                  US$1.00
       Expiration date           October 15, 2014         October 15, 2014



                                      F-24


                                                                      Appendix A

                                    GLOSSARY

     In this Prospectus,  we use certain  capitalized and abbreviated  terms, as
well as technical terms, which are defined below.


                         


AMPHIBOLE                     A family  of  silicate  minerals  forming  prism or  needlelike  crystals.
                              Amphibole  minerals  generally  contain  iron,   magnesium,   calcium  and
                              aluminum in varying amounts, along with water.

ANOMALY                       Pertaining  to the data set  resulting  from  geochemical  or  geophysical
                              surveys; a deviation from uniformity or regularity.

ANTICLINE                     An  upward-curving  (convex)  fold in rock  that  resembles  an arch.  The
                              central part contains the oldest section of rock.

ARCHEAN                       The time  interval  between  3800-2500  million  years ago. The Archean is
                              one of the Precambrian time intervals.

ARSENOPYRITE                  A tin-white or silver-white to steel-grey mineral (FeAsS).

ASSAY                         To  analyze  the  proportions  of  metals in a  specimen  of rock or other
                              geological  material.  Results of a test of the proportions of metals in a
                              specimen of rock or other geological material.

BEDROCK                       A general term for the rock,  usually solid,  that underlies soil or other
                              unconsolidated superficial material.

BIOTITE                       A dark brown to dark green or black mica mineral.

BRECCIA                       A rock that is composed of larger than sand size  angular  fragments  that
                              are  cemented  together  by a finer  grained  matrix;  in this  sense  the
                              fragmentation  is  usually a result  of  movement  on nearby or  adjoining
                              fault or fracture zones.

CHALCOPYRITE                  Copper iron sulfide mineral (CuFeS2).  Color is brassy yellow.

CHIP SAMPLE                   A sample of a vein or other  mineralized  structure  that is  collected by
                              way of small pieces of rock taken at regular and  frequent  intervals on a
                              transect  across  the  structure;  intended  to be a  relatively  accurate
                              representation of the tenor of mineralization.

CRATON                        The  relatively  stable  nucleus of a continent.  Cratons are made up of a
                              shield-like core of Precambrian Rock and a buried extension of the shield.

DYKE                          A tabular  igneous  intrusion that cuts across the bedding or foliation of
                              the country rock.

FAULT                         A  fracture  or  fracture   zone  in  rock  along  which  there  has  been
                              displacement  of the two sides  relative to each other and parallel to the
                              fracture plane.

GABBRO                        A  dark,  coarse-grained  intrusive  igeneous  rock.  Gabbro  is  made  of
                              calcium-rich   plagioclase,   with  amphibole  and/or  pyroxene,   and  is
                              chemically equivalent to basalt.



                                      A-1




                         


GEOPHYSICAL SURVEY            In  mineral  exploration,   the  collection  of  seismic,   gravitational,
                              electrical,   radiometric,   density  or  magnetic  data  to  aid  in  the
                              evaluation of the mineral potential of a particular area.

GRAB SAMPLE                   A specimen of  mineralized  bedrock or float,  usually  about  fist-sized,
                              that may be collected as a  representation  of the  mineralized  zone as a
                              whole.  Because of bias,  either  unintended or otherwise,  and because of
                              the  generally  high  natural  variability  typical  of  gold-silver  vein
                              mineralization,  grades of grab  samples  should  not be  considered  as a
                              reliable  estimation of a mineralized zone as a whole but they nonetheless
                              serve to establish the presence of mineralization  with grades of economic
                              interest.

GRANITE                       A  coarse  grained  intrusive  igneous  rock  with at  least  65%  silica.
                              Quartz,  plagioclase  feldspar and potassium  feldspar make up most of the
                              rock  and  give it a  fairly  light  color.  Granite  has  more  potassium
                              feldspar than plagioclase feldspar.

GRANODIORITE                  A  coarse  grained  igneous  plutonic  rock  intermediate  in  composition
                              between  quartz   diorite  and  quartz   monzonite;   containing   quartz,
                              plagioclase,  and potassium  feldspar,  with biotite and hornblende as the
                              dominant mafic components.

GREENSTONE                    A metamorphic rock derived from basalt or chemically  equivalent rock such
                              as  gabbro.   Greenstones   contain  sodium-rich   plagioclase   feldspar,
                              chlorite, and epidote, as well as quartz.

GPT                           Abbreviation for gram per tonne; equivalent to one part per million (ppm).

IGNEOUS                       Said of a rock or mineral  that  solidified  from molten or partly  molten
                              material;  also  applied to processes  leading to, or  resulting  from the
                              formation of such rocks.

INTRUSION                     Emplacement of magma (molten rock) into pre-existing  rock.  Dikes,  sills
                              and batholiths are intrusions.

IP                            A type of geophysical survey method called Induced Polarisation.

IRON FORMATION                A chemical  sedimentary  rock  containing  at least 15% iron and  commonly
                              containing chert. The iron may be present as oxide,  silicate,  carbonate,
                              or sulfide.

KOMATIITE                     An igneous suite of basaltic and ultramafic lavas.

MAFIC                         Pertaining to or composed  dominantly of the  ferromagnesian  rock forming
                              silicates; said of some igneous rocks and their constituent minerals.

MASSIVE                       Said of a stratified rock that occurs in very thick, homogenous beds.

METALLIC                      A mineral  chiefly  composed  of, or  containing,  one or more metals as a
                              primary constituent.

MINERALIZATION                The process or  processes  by which a mineral or minerals  are  introduced
                              into a rock,  resulting  in an  enriched  deposit;  or the result of these
                              processes.



                                       A-2




                         

MINERALIZED                   Rock that has undergone the process of mineralization.

NET SMELTER

RETURN ROYALTY                A general term for a residual  benefit  that is a percentage  of the value
                              for which a smelter  will  reimburse  the  provider of ore to the smelter,
                              after  deduction for various  smelting fees and penalties and, often after
                              cost of transportation has been deducted.

ORE                           The  naturally  occurring  material  from which a mineral or  minerals  of
                              economic  value  can be  extracted  profitably  or to  satisfy  social  or
                              political objectives.

OUTCROP                       The part of a rock formation that appears at the surface of the ground.

OVERBURDEN                    Loose soil, sand, gravel, broken rock, etc. that lies above the bedrock.

PERMAFROST                    A  permanently  frozen layer of soil or subsoil,  or even  bedrock,  which
                              occurs  to  variable  depths  below  the  Earth's  surface  in  arctic  or
                              subarctic regions.

PPB                           Abbreviation for part per billion.

PPM                           Abbreviation for part per million.

PROSPECTING                   Pertaining  to the search for  outcrops  or surface  exposures  of mineral
                              deposits, primarily by nonmechanical methods.

PYRITE                        Iron sulfide  mineral  (FeS).  Forms silvery to brassy  metallic  cubes or
                              masses.

QUARTZ                        A glassy silicate and common rock forming mineral (SiO2).

RESERVE                       An estimate  within  specified  accuracy  limits of the valuable  metal or
                              mineral  content  of known  deposit  that may be  produced  under  current
                              economic conditions and with present technology.

RESOURCE                      Pertaining  to the  quantity  or  bulk  of  mineralized  material  without
                              reference to the economic viability of its extraction (see reserve).

SEDIMENT                      Fragmental  material that  originates from weathering of rocks and that is
                              transported by air, water, ice or other natural agents,  and that forms in
                              layers  on the  Earth's  surface  at  ordinary  temperatures  in a  loose,
                              unconsolidated form; e.g. silt, sand, gravel, etc.

SCHIST                        A strongly  foliated  rock,  formed by dynamic  metamorphism,  that can be
                              split into thin flakes or slabs due to well developed  parallelism of more
                              than 50% of the minerals.

SHEARED                       A descriptive  term for rock that is deformed as a result of stresses that
                              cause or tend to cause  parts of a body to slide  relative  to each  other
                              along their plane of contact.

STRIKE                        The course or bearing of the  outcrop of an  inclined  bed,  vein or fault
                              plane  on  a  level   surface;   the   direction  of  a  horizontal   line
                              perpendicular to the dip.



                                      A-3




                         

STRUCTURAL MAPPING            Geological  mapping that focusses in collection of data  pertaining to the
                              orientation  of beds,  faults and  fractures  as well as other  structures
                              that modify the distribution of bedrock and mineralized zones.

SULPHIDE MINERAL              A mineral  compound  characterized  by the linkage of sulphur with a metal
                              or semimetal.

TRACE                         Pertaining  to assay values;  as used in this report,  this term refers to
                              gold grades of less than 0.01 oz/ton (0.3 gpt).

ULTRAMAFIC                    Igneous  rocks  made  mostly of the mafic  minerals  hypersthene,  augite,
                              and/or olivine.

VEIN                          An  epigenetic  mineral  filling  of a fault or other  fracture  in a host
                              rock,  in  tabular  or  sheetlike  form,  often  as a  precipitate  from a
                              hydrothermal fluid.







                                      A-4




                                                                      Appendix B
Slave Craton Mining Claims

     The  following  is a list of the mining  claims that are covered  under our
agreement with Tahera:



                                                          

                                                                                Next
    Tag#        Claim         NTS            Acres          Registered       Anniversary    Type of Property
Jericho Mining Claims
   ML3793       DJB 19      076-L-04         344.0           09-Jun-99        09-Jun-04           Lease
   ML3794       JD 94       076-L-04        2524.0           09-Jun-99        09-Jun-04           Lease
   ML3795       JD 313      076-L-04        2515.0           09-Jun-99        09-Jun-04           Lease
   ML3796       OD 44       076-L-04         422.0           09-Jun-99        09-Jun-04           Lease
   ML3797       OD 45       076-L-04         325.0           09-Jun-99        09-Jun-04           Lease
   ML3798       OD 61       076-L-04         508.0           09-Jun-99        09-Jun-04           Lease
                                        ----------------
                                            6,638.0
                                        ----------------
Jericho Group
   F31092       JD 92       076-L-04       2,272.60          26-Jan-93        26-Jan-04     Lease Applied For
   F31093       JD 93       076-L-04       2,569.60          26-Jan-93        26-Jan-04     Lease Applied For
   F31095       JD 95       076-L-04       2,363.10          26-Jan-93        26-Jan-04     Lease Applied For
   F31096       JD 96       076-L-04       2,582.50          26-Jan-93        26-Jan-04     Lease Applied For
   F31310       JD 310      076-L-03        632.70           26-Jan-93        26-Jan-04     Lease Applied For
   F31311       JD 311      076-L-03        890.90           26-Jan-93        26-Jan-04     Lease Applied For
   F31312       JD 312      076-L-03       1,144.00          26-Jan-93        26-Jan-04     Lease Applied For
   F31314       JD 314      076-L-03       2,118.10          26-Jan-93        26-Jan-04     Lease Applied For
   F31315       JD 315      076-L-03       2,117.60          26-Jan-93        26-Jan-04     Lease Applied For
                                        ----------------
                                           16,691.10
                                        ----------------

   F35015       OD 25       076-E-13       2,255.50          18-Jun-93        18-Jun-04     Lease Applied For
   F35016       OD 26       076-E-13       2,255.50          18-Jun-93        18-Jun-04     Lease Applied For
   F35017       OD 27       076-E-13       2,165.40          18-Jun-93        18-Jun-04     Lease Applied For
   F35018       OD 28       076-E-13        375.10           18-Jun-93        18-Jun-04     Lease Applied For
   F35019       OD 29       076-E-13        444.20           18-Jun-93        18-Jun-04     Lease Applied For
   F35020       OD 30       076-E-13       2,509.60          18-Jun-93        18-Jun-04     Lease Applied For
   F35021       OD 31       076-E-13       2,548.70          18-Jun-93        18-Jun-04     Lease Applied For
   F35022       OD 32       076-E-13       2,582.50          18-Jun-93        18-Jun-04     Lease Applied For
   F35031       OD 41       076-E-13       2,435.90          18-Jun-93        18-Jun-04     Lease Applied For
   F35032       OD 42       076-E-13       2,435.90          18-Jun-93        18-Jun-04     Lease Applied For
   F35033       OD 43       076-E-13       2,420.80          18-Jun-93        18-Jun-04     Lease Applied For
   F35036       OD 46       076-E-13       2,066.00          18-Jun-93        18-Jun-04     Lease Applied For
   F35037       OD 47       076-E-13       2,029.90          18-Jun-93        18-Jun-04     Lease Applied For
   F35038       OD 48       076-E-13       2,029.90          18-Jun-93        18-Jun-04     Lease Applied For
   F35048       OD 58       076-E-14       2,582.50          18-Jun-93        18-Jun-04     Lease Applied For
   F35049       OD 59       076-E-14       2,582.50          18-Jun-93        18-Jun-04     Lease Applied For
   F35050       OD 60       076-E-14       2,582.50          18-Jun-93        18-Jun-04     Lease Applied For
   F35052       OD 62       076-E-14        508.60           18-Jun-93        18-Jun-04     Lease Applied For
   F35053       OD 63       076-E-14       2,582.50          18-Jun-93        18-Jun-04     Lease Applied For
   F35055       OD 65       076-E-14       2,582.50          18-Jun-93        18-Jun-04     Lease Applied For
   F35065       OD 75       076-E-14       2,582.50          18-Jun-93        18-Jun-04     Lease Applied For
                                        ----------------
                                           44,558.50
                                        ----------------

                                        ----------------
   F45947       DJB 17      076-L-03        160.10           06-Jul-94        06-Jul-04     Lease Applied For
                                        ----------------



                                      B-1




                                                          

Jericho Exploration
   F45635       INU 3       076-E-11         77.50           08-Jun-94        08-Jun-04       Mineral Claim
   F44915       INU 5       076-E-11        217.00           08-Jun-94        08-Jun-04       Mineral Claim
   F44916       INU 6       076-E-11         77.50           08-Jun-94        08-Jun-04       Mineral Claim
                                        ----------------
                                            372.00
                                        ----------------

   F48871        PT 3       076-M-02        2,066.0          16-Dec-94        16-Dec-04       Mineral Claim
   F48872        PT 4       076-M-02        1,833.5          16-Dec-94        16-Dec-04       Mineral Claim
                                        ----------------
                                            3,899.5
                                        ----------------

                                        ----------------
   F65378       KIM 1       076-L-04         67.40           04-Sep-98        04-Sep-04       Mineral Claim
                                        ----------------


   F76144        TA 1       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76145        TA 2       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76146        TA 3       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76147        TA 4       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76148        TA 5       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76149        TA 6       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76150        TA 7       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76151        TA 8       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76152        TA 9       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76153       TA 10       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76154       TA 11       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76155       TA 12       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76156       TA 13       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76157       TA 14       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76158       TA 15       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76159       TA 16       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76160       TA 17       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76161       TA 18       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76162       TA 19       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76163       TA 20       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76164       TA 21       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76165       TA 22       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76166       TA 23       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76167       TA 24       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76168       TA 25       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76169       TA 26       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
   F76170       TA 27       86-I-01         2582.5           06-Jun-02        06-Jun-04       Mineral Claim
                                        ----------------
                                           69,727.5
                                        ----------------
CONTWOYTO INUIT OWNED LANDS
                                                                                Next
    Tag#        Claim         NTS            Acres          Registered       Anniversary    Type of Property

CO-08-00-01                 076-E-15       20,968.62         01-Jan-95        31-Dec-04       Mineral Claim
CO-08-00-02                 076-E-15       19,518.16         01-Jan-95        31-Dec-04       Mineral Claim
CO-08-00-03                 076-E-15       12,181.86         01-Jan-95        31-Dec-04       Mineral Claim
CO-08-00-05                 076-E-15       4,971.58          31-Dec-99        31-Dec-04       Mineral Claim
CO-08-00-06                 076-E-15       7,610.58          31-Dec-00        31-Dec-04       Mineral Claim
                                        ----------------
                                           65,250.80
                                        ----------------



                                      B-2




                                                          

HOOD RIVER CLAIMS
   F64824       Hood 3     76-L-10         2582.5            24-Jun-98        24-Jun-06       Mineral Claim
   F64825       Hood 4     76-L-10         2582.5            24-Jun-98        24-Jun-06       Mineral Claim
   F64828      Hood 12     76-L-13         2582.5            24-Jun-98        24-Jun-08       Mineral Claim
   F64829      Hood 14     76-L-13         2582.5            24-Jun-98        24-Jun-08       Mineral Claim
                                      ------------------
                                          10,330.00
                                      ------------------

                                      ------------------
   F48875        PT 7      76-L-15         263.37            16-Dec-94        16-Dec-03       Mineral Claim
                                      ------------------

CO 20 - 00 - 01            76-L-15         6653.08           01-Jan-97        01-Jan-05    IOL - Mineral Claim
CO 20 - 00 - 03 (a)        76-L-14         3008.90           01-Jan-97        01-Jan-05    IOL - Mineral Claim
CO 20 - 00 - 03 (b)        76-L-15         2164.74           01-Jan-97        01-Jan-05    IOL - Mineral Claim
CO 20 - 00 - 04            76-L-15         2901.85           01-Jan-97        01-Jan-05    IOL - Mineral Claim
CO 20 - 01 - 01            76-L-15         6653.08           01-Jan-97        01-Jan-05    IOL - Mineral Claim
                                      ------------------
                                          21,381.64
                                      ------------------

ICE CLAIMS
   F22432       ICE032     76-E-06         2582.5            01-Apr-92        01-Apr-04     Lease Applied For
   F22433       ICE033     76-E-06         2582.5            01-Apr-92        01-Apr-04     Lease Applied For
   F22464       ICE064     76-E-06         2582.5            01-Apr-92        01-Apr-04     Lease Applied For
   F22534       ICE334     76-E-06         2582.5            01-Apr-92        01-Apr-04     Lease Applied For
   F22535       ICE335     76-E-06         2582.5            01-Apr-92        01-Apr-04     Lease Applied For
   F22537       ICE337     76-E-06         2582.5            01-Apr-92        01-Apr-04     Lease Applied For
   ML3464       ICE336     76-E-06         2665.0            14-Feb-96        14-Feb-04           Lease
                                      ------------------
                                          18,160.0
                                      ------------------

DOLLY VARDEN CLAIMS
                                      ------------------
   F23152       DIA 52     76-E-01        2,582.50           28-Apr-04        28-Apr-04     Lease Applied For
                                      ------------------

ROCKINGHORSE CLAIMS
   F60840       WC 156     86-I-02          413.2            11-Dec-96        11-Dec-04       Mineral Claim
   F60841       WC 157     86-I-02         1601.15           11-Dec-96        11-Dec-03       Mineral Claim
   F60844       WC 160     86-I-02          826.4            11-Dec-96        11-Dec-06       Mineral Claim
   F60846       WC 162     86-I-02         154.95            11-Dec-96        11-Dec-03       Mineral Claim
   F60847       WC 163     86-I-02         464.85            11-Dec-96        11-Dec-06       Mineral Claim
                                      ------------------
                                          3,460.55
                                      ------------------

                                      ------------------
   F50064       SKY 1      86-I-02        2,582.50           20-Aug-99        20-Aug-09       Mineral Claim
                                      ------------------

   F58889       PUD 4      86-I-14         2582.5            14-Jun-99        14-Jun-05       Mineral Claim
   F58890       PUD 5      86-I-14         2582.5            14-Jun-99        14-Jun-05       Mineral Claim
   F56909       PUD 24     86-I-14         2582.5            14-Jun-99        14-Jun-05       Mineral Claim
   F66955       PUD 36     86-I-14         2582.5            14-Jun-99        14-Jun-06       Mineral Claim
   F67117       PUD 39     86-I-14         2582.5            14-Jun-99        14-Jun-04       Mineral Claim
   F67118       PUD 40     86-I-14         2582.5            14-Jun-99        14-Jun-04       Mineral Claim
                                      ------------------
                                          15,495.0
                                      ------------------

                                      ------------------
   F58677       DD 24      86-I-13        2,582.50           11-Apr-96        11-Apr-04       Mineral Claim
                                      ------------------

   F62383        KE 5      86-I-10         447.63            14-May-97        14-May-05       Mineral Claim
   F62941        KE 6      86-I-10         416.63            14-May-97        14-May-05       Mineral Claim
   F63306       KE 22       86-I-7         378.77            14-May-97        14-May-05       Mineral Claim
                                      ------------------
                                          1,243.03
                                      ------------------



                                      B-3




                                                          


   F85901       KEN 1      86-I-09         2582.5            20-Apr-99        12-Mar-09       Mineral Claim
   F66045       KEN 5      86-I-09         2100.35           20-Apr-99        12-Mar-09       Mineral Claim
                                      ------------------
                                          4,682.85
                                      ------------------

   F74768       NAP 1      86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74769       NAP 2      86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74770       NAP 3      86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74771       NAP 4      86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74772       NAP 5      86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74773       NAP 6      86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74774       NAP 7      86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74775       NAP 8      86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74776       NAP 9      86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74777       NAP 10     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74778       NAP 11     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74779       NAP 12     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74780       NAP 13     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F74781       NAP 14     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75430       NAP 15     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75431       NAP 16     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75432       NAP 17     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75433       NAP 18     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75434       NAP 19     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75435       NAP 20     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75436       NAP 21     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75437       NAP 22     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75438       NAP 23     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75439       NAP 24     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75440       NAP 25     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75441       NAP 26     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75442       NAP 27     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75443       NAP 28     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75444       NAP 29     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75445       NAP 30     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75446       NAP 31     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75447       NAP 32     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75448       NAP 33     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75449       NAP 34     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75450       NAP 35     86-I-10         831.67            11-Jun-02        11-Jun-04       Mineral Claim
   F75451       NAP 36     86-I-10         1514.99           11-Jun-02        11-Jun-04       Mineral Claim
   F75452       NAP 37     86-I-10         1477.12           11-Jun-02        11-Jun-04       Mineral Claim
   F75453       NAP 38     86-I-10         509.58            11-Jun-02        11-Jun-04       Mineral Claim
   F75454       NAP 39     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75455       NAP 40     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75456       NAP 41     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75457       NAP 42     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75458       NAP 43     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75459       NAP 44     86-I-10         263.74            11-Jun-02        11-Jun-04       Mineral Claim
   F75461       NAP 46     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75462       NAP 47     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75463       NAP 48     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75464       NAP 49     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75465       NAP 50     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim



                                      B-4




                                                          

   F75466       NAP 51     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75467       NAP 52     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75468       NAP 53     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75469       NAP 54     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75470       NAP 55     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75471       NAP 56     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75472       NAP 57     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75473       NAP 58     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75474       NAP 59     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
   F75475       NAP 60     86-I-10         2582.5            11-Jun-02        11-Jun-04       Mineral Claim
                                      ------------------
                                         144,052.10
                                      ------------------

   F74338        TL 8      86-I-11         2029.57           24-Jun-93        13-Mar-04       Mineral Claim
   F74352       TL 22      86-I-11         2582.5            24-Jun-93        13-Mar-04       Mineral Claim
   F74353       TL 23      86-I-11         1019.73           24-Jun-93        13-Mar-04       Mineral Claim
   F74354       TL 24      86-I-11         378.53            24-Jun-93        13-Mar-04       Mineral Claim
   F74355       TL 25      86-I-11         2582.5            24-Jun-93        13-Mar-04       Mineral Claim
   F74356       TL 26      86-I-11         2582.5            24-Jun-93        13-Mar-04       Mineral Claim
   F74366       TL 36      86-I-11          64.72            24-Jun-93        13-Mar-04       Mineral Claim
   F74367       TL 37      86-I-11         255.23            24-Jun-93        13-Mar-04       Mineral Claim
   F74368       TL 38      86-I-11         469.09            24-Jun-93        13-Mar-04       Mineral Claim
   F74369       TL 39      86-I-11         471.17            24-Jun-93        13-Mar-04       Mineral Claim
                                      ------------------
                                          12,435.54
                                      ------------------

                                      ------------------
CO44 -00-01                86-I-11          414.0            01-Jan-97        01-Jan-05    IOL - Mineral Claim
                                      ------------------

   F38623       OK 123     86-I-11         2582.5            18-Jun-93        18-Jun-03     Applied for Lease
   F38627       OK 127     86-I-11         2582.5            18-Jun-93        18-Jun-03     Applied for Lease
   F38628       OK 128     86-I-11         2582.5            18-Jun-93        18-Jun-03        KCEI Lease
   F38629       OK 129     86-I-11         2582.5            18-Jun-93        18-Jun-03     Applied for Lease
   F38648       OK 148     86-I-11         2169.3            18-Jun-93        18-Jun-03     Applied for Lease
   F38649       OK 149     86-I-11         2169.3            18-Jun-93        18-Jun-03     Applied for Lease
   F38652       OK 152     86-I-11         2582.5            18-Jun-93        18-Jun-03     Applied for Lease
   F38653       OK 153     86-I-11         2582.5            18-Jun-93        18-Jun-03     Applied for Lease
   F38654       OK 154     86-I-11         2582.5            18-Jun-93        18-Jun-03     Applied for Lease
   F38665       OK 165     86-I-11         2582.5            18-Jun-93        18-Jun-03     Applied for Lease
                                      ------------------
                                          24,998.60
                                      ------------------

                            Total        471,765.71




                                      B-5


Committee Bay Greenstone Belt Claims

     The following is a list of our claims in the Committee Bay Greenstone Belt:



                                                          

Claim name          Claim No.    NTS Sheet         Recording Date          Anniversary Date

Pick 1              F54799       56K/03            16-Oct-02               16-Oct-10
Pick 2              F54798       56K/03            16-Oct-02               16-Oct-10
Pick 3              F54760       56K/03            16-Oct-02               16-Oct-10
EE 1                F54757       56K/06            16-Oct-02               16-Oct-11*
EE 2                F54756       56K/06            16-Oct-02               16-Oct-11*
EE 3                F54758       56K/06            16-Oct-02               16-Oct-12*
K 1                 F60304       56K/11            16-Oct-02               16-Oct-10*
K 2                 F60305       56K/11            16-Oct-02               16-Oct-10*
CAY 1               F60252       56K/09            16-Oct-02               16-Oct-12*
CAY 3               F60254       56K/09            16-Oct-02               16-Oct-12*
AA 1                F60249       56J/13            16-Oct-02               16-Oct-10
AA 2                F60250       56J/13            16-Oct-02               16-Oct-10
NN 1                F60307       56K/16            16-Oct-02               16-Oct-12*
NN 2                F60251       56O/04            16-Oct-02               16-Oct-12*
WREN 1              F60231       56J/11            16-Oct-02               16-Oct-12*
WREN 2              F60232       56J/14            16-Oct-02               16-Oct-12*
WREN 3              F60233       56J/14            16-Oct-02               16-Oct-12*
WREN 4              F60234       56J/14            16-Oct-02               16-Oct-12*
WREN 5              F60235       56J/14            16-Oct-02               16-Oct-12*
WEST                F60212       56K/03            16-Oct-02               16-Oct-10
HOST                F54800       56K/03            16-Oct-02               16-Oct-10


     o    as confirmed by the mining recorder

(one small additional claim GB-1 will be ours after Bruce Goad transfers
the claim)


                                       B-6



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our  by-laws  indemnify  each  person  (including  the  heirs,   executors,
administrators, or estate of such person) who is or was a director or officer of
Golden River Resources to the fullest extent  permitted or authorized by current
or future legislation or judicial or administrative  decision against all fines,
liabilities,  costs and expenses,  including attorney's fees, arising out of his
or her status as a director,  officer,  agent,  employee or representative.  The
foregoing  right of  indemnification  shall not be  exclusive of other rights to
which those seeking an indemnification  may be entitled.  Golden River Resources
may maintain  insurance,  at its expense, to protect itself and all officers and
directors against fines, liabilities,  costs and expenses, whether or not Golden
River  Resources  would have the legal power to indemnify them directly  against
such liability.

     Costs,  charges,  and expenses  (including  attorney's  fees) incurred by a
person  referred to above in defending a civil or criminal  proceeding  shall be
paid by Golden River Resources in advance of the final disposition  thereof upon
receipt of any  undertaking  to repay all amounts  advanced if it is  ultimately
determined  that the person is not  entitled to be  indemnified  by Golden River
Resources  and upon  satisfaction  of other  conditions  required  by current or
future legislation.

     If this  indemnification  or any portion of it is invalidated on any ground
by a court  of  competent  jurisdiction,  Golden  River  Resources  nevertheless
indemnifies  each person  described above to the fullest extent permitted by all
portions  of this  indemnification  that  have not been  invalidated  and to the
fullest extent permitted by law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
Golden River Resources pursuant to the foregoing  provisions,  or otherwise,  be
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in the  Securities  Act of 1933 and is  therefore
unenforceable.

Item 25.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The  following  table sets  forth  expenses,  incurred  or  expected  to be
incurred by Golden River Resources in connect with the issuance and distribution
of the securities being registered.  Items marked with an asterisk (*) represent
estimated  expenses.  We have  agreed to pay all the costs and  expenses of this
offering. Selling security holders will not pay any part of these expenses.

SEC Registration Fee                                                      $674
Legal Fees and Expenses*                                                10,000
Accounting Fees and Expenses*                                           10,000
Printing                                                                     -
Miscellaneous                                                            5,000
                                                                ---------------
TOTAL*                                                                 $25,674
                                                                ---------------


Item 26.    RECENT SALE OF UNREGISTERED SECURITIES

     On February 19, 2004 Edensor Nominees advised us that it was exercising the
6,000,000  options over common  stock it held  utilizing  the cashless  exercise
feature  of the terms and  conditions  of the  issue of the  options.  We issued
5,142,857  shares of common stock to Edensor on March 3, 2004 as a result of the
exercise of the options.

     On March 31, 2004 Kerisridge  agreed to convert all of its debt owing by us
into common stock and warrants.  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, 2006
in full repayment of the amount owing to Kerisridge.




     In April 2004, we completed a private  placement of 1,670,000  common stock
at a price of US$1.00 raising US$1.67 million.  As part of the private placement
the investor was issued  1,670,000  warrants  over common stock with an exercise
price of US$1.30 per warrant and a latest exercise date of March 31, 2006.

     On May 8, 2006, we announced the issue of up to 10 million shares of common
stock at an issue price of A$0.20 and 20 million  options with an exercise price
of A$0.20 and a latest  exercise date of April 30, 2011 to Fast Knight  Nominees
as repayment of a debt of A$2 million to Wilzed.  Wilzed,  a company  associated
with our  President and Chief  Executive  Officer has provided loan funds over a
period of time to enable us to conduct our exploration programs in Canada and to
meet our  working  capital  needs.  The issue of the shares of common  stock and
options will repay this debt.

     On June 9, 2006, we entered into a subscription  agreement with RAB Special
Situations Fund (Master) Limited ("RAB") pursuant to which the Company issued to
RAB  in a  private  placement  transaction  (the  "Private  Placement")  for  an
aggregate  purchase price of US$1,542,000:  (i)10,000,000  special warrants (the
"Special  Warrants"),  each of which  is  exercisable  at any  time to  acquire,
without additional  consideration,  one (1) share (the "Special Warrant Shares")
of Common Stock,  US$0.001 par value ("Common Stock"), of the Company,  and (ii)
warrants (the "Warrants") for the purchase of 20,000,000 shares of Common Stock,
US$0.001 par value (the "Warrant Shares"),  at an exercise price of US$0.1542 to
be exercisable until April 30, 2011.

     All of the foregoing  securities were issued pursuant to the exemption from
registration provided in Section 4(2) of the Securities Act of 1933, as amended.


                         

Item 27.  EXHIBITS

Incorporated by              Exhibit
Reference to:                No          Exhibit

(1)         Exhibit 3.1        3.1         Certificates of Incorporation of the Registrant
(1)         Exhibit 3.2        3.2         By-laws of the Registrant
(2)         Exhibit A          3.3         Amendment to Certificate of Incorporation dated July 17, 1999
(3)                            3.4         Amendment to Certificate of Incorporation dated October 17,
                                           2000
                               3.5         Amendment to Certificate of Incorporation dated April 6, 2005
(9)         Exhibit 3.1        3.6         Amendment to Certificate of Incorporation dated March 10,
                                           2006
            *                  3.7         Amendment to Certificate of Incorporation dated June 20, 2006
            *                  5.1         Opinion of Phillips Nizer LLP
(5)         Exhibit 10.5       10.4        Service Agreement dated November 25, 1988, by and between
                                           the Registrant and AWI Administration Services Pty Limited
(6)         Exhibit 10.6       10.5        Agreement with Tahera Corporation
(4)         Exhibit            10.6        Subscription Agreement with RAB Special Solutions LP
(7)                            10.7        Employment Agreement between the Registrant and C. Alford
(8)                            10.8        Employment Agreement between the Registrant and P Althaus.
(7)                            10.9        Sponsorship Agreement with Canaccord Capital
(10)        Exhibit 99.2                   Subscription Agreement with RAB Special Solutions (Master)
                                           Fund Limited
(10)        Exhibit 99.3                   Special Warrant
(10)        Exhibit 99.4                   Warrant
            *                  21          List of Subsidiaries as at June 30, 2005.
            *                  23.1        Consent of Phillips Nizer LLP (included in Exhibit 5)
            *                  23.2        Consent of PKF, Certified Public Accountants, A Professional
                                           Corporation
         *Filed herewith






(1)      Registrant's Registration Statement on Form S-1 (File No. 33-14784).

(2)      Registrant's Definitive Information Statement dated August 11, 1999.

(3)      Registrant's Definitive Information Statement dated October 17, 2000.

(4)      Registrant's Form 8-K filed on April 8, 2004.

(5)      Registrant's Annual report on Form 10-K for the fiscal year ended
         June 27, 1989.

(2)      Registrant's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2002.

(3)      Registrant's Annual Report on Form 10-KSB for the year ended June 30,
         2004.

(8)      Registrant's Annual Report on Form 10-KSB for the year ended June 30,
         2005.

(9)      Registrant's Quarterly Report on Form 10-OSB for the quarter ended
         March 31, 2006.

(10)     Registrant's Current Report on Form 8-K filed on June 15, 2006.


Item 28.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes that it will:

          (1)  File, during any period in which it offers or sells securities, a
               post-effective amendment to this registration statement to:

               (i)  Include any prospectus  required by section  10(a)(3) of the
                    Securities Act;

               (ii) Reflect  in  the  prospectus  any  facts  or  events  which,
                    individually or together,  represent a fundamental change in
                    the    information    in   the    registration    statement.
                    Notwithstanding  the foregoing,  any increase or decrease in
                    volume of  securities  offered (if the total dollar value of
                    securities   offered   would  not  exceed   that  which  was
                    registered)  and any  deviation  from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus  filed with the  Commission  pursuant to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more than a 20%  change in the  maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   registration
                    statement; and

               (iii) Include any additional or changed  material  information on
                     the plan of distribution.

          (2)  For  determining  liability  under the Securities Act, treat each
               post-effective  amendment as a new registration  statement of the
               securities  offered,  and the offering of the  securities at that
               time to be the initial bona fide offering.

          (3)  File a post-effective  amendment to remove from  registration any
               of the securities that remain unsold at the end of the offering.

          (4)  For  determining  liability  under  the  Securities  Act  to  any
               purchaser in the initial  distribution  of the  securities,  in a
               primary  offering of  securities  pursuant  to this  registration
               statement, regardless of the underwriting method used to sell the
               securities to the  purchaser,  if the  securities  are offered or
               sold  to  such  purchaser  by  means  of  any  of  the  following
               communications, the undersigned will be a seller to the purchaser
               and will be considered  to offer or sell such  securities to such
               purchaser:

               (i)  Any  preliminary  prospectus or  prospectus  relating to the
                    offering required to be filed pursuant to Rule 424;

               (ii) Any  free  writing  prospectus   relating  to  the  offering
                    prepared  by or on behalf of or used or  referred  to by the
                    undersigned;

               (iii) The portion of any other free writing  prospectus  relating
                    to the offering  containing  material  information about the
                    undersigned  or its  securities  provided by or on behalf of
                    the undersigned; and



               (iv) Any  other  communication  that is an offer in the  offering
                    made by the undersigned to the purchaser.

          (5)  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933 may be permitted to  directors,  officers
               and  controlling  persons  of  the  registrant  pursuant  to  the
               foregoing  provisions,  or  otherwise,  the  registrant  has been
               advised   that   in   the   opinion   of  the   Commission   such
               indemnification  is against  public  policy as  expressed  in the
               Securities Act of 1933, and is, therefore, unenforceable.

               In the  event  that a  claim  for  indemnification  against  such
               liabilities (other than the payment by the registrant of expenses
               incurred or paid by a director,  officer or controlling person of
               the registrant in the successful  defense of any action,  suit or
               proceeding) is asserted by such director,  officer or controlling
               person in connection with the securities  being  registered,  the
               registrant will,  unless in the opinion of counsel the matter has
               been  settled  by  controlling  precedent,  submit  to a court of
               appropriate    jurisdiction    the    question    whether    such
               indemnification  by it is against  public  policy as expressed in
               the  Securities  Act of 1933 and will be  governed  by the  final
               adjudication of such issue.

          (6)  For purposes of  determining  any liability  under the Securities
               Act of 1933, the information  omitted from the form of prospectus
               filed as part of this  registration  statement  in reliance  upon
               Rule  430A and  contained  in a form of  prospectus  filed by the
               registrant  pursuant to Rule 424 (b)(1) or (4),  or 497(h)  under
               the  Securities  Act of 1933,  shall be deemed to be part of this
               registration statement as of the time it was declared effective.

          (7)  For the purpose of determining any liability under the Securities
               Act of 1933, each  post-effective  amendment that contains a form
               of prospectus shall be deemed to be a new registration  statement
               relating to the securities  offered therein,  and the offering of
               such  securities  at that time shall be deemed to be the  initial
               bona fide offering of those securities.

          (8)  For the purpose of determining liability under the Securities Act
               to any purchaser:

               (i)  Each  prospectus  filed pursuant to Rule 424(b)(3)  shall be
                    deemed to be part of this  registration  statement as of the
                    date the filed  prospectus is deemed part of and included in
                    this registration statement;

               (ii) Each  prospectus  require  to  be  filed  pursuant  to  Rule
                    424(b)(2),  (b)(5),  or  (b)(7)  as part  of a  registration
                    statement  in reliance on Rule 430B  relating to an offering
                    made pursuant to Rule  415(a)(1)(i),  (vii),  or (x) for the
                    purpose of  providing  the  information  required by Section
                    10(a) of the  Securities  Act  shall be deemed to be part of
                    and  included  in  this  registration  statement  as of  the
                    earlier  date such form of  prospectus  is first  used after
                    effectiveness  or the date of the first  contract of sale of
                    securities in the offering  described in the prospectus.  As
                    provided in Rule 430B, for liability  purposes of the issuer
                    and any  person  that is at that date an  underwriter,  such
                    date  shall  be  deemed  to be a new  effective  date of the
                    registration  statement  relating to the  securities  in the
                    registration statement to which that prospectus relates, and
                    the offering of such securities at that time shall be deemed
                    to be the  initial  bona fide  offering  thereof.  Provided,
                    however,  that no statement  shall be made in a registration
                    statement  or  prospectus  that is part of the  registration
                    statement  or  made in a  document  incorporated  or  deemed
                    incorporated by reference into the registration statement or
                    prospectus that is part of the registration  statement will,
                    as to a  purchaser  with a time of contract of sale prior to
                    such effective date,  supersede or modify any statement that
                    was made in the  registration  statement or prospectus  that
                    was part of the  registration  statement or made in any such
                    document immediately prior to such effective date; or

               (iii) Each prospectus  filed pursuant to Rule 424(b) as part of a
                    registration  statement relating to an offering,  other than
                    registration  statements  relying on Rule 430B or other than
                    prospectuses filed in reliance on Rule 430A, shall be deemed
                    to be part of and included in the registration  statement as
                    of the date it is first used after effectiveness.  Provided,
                    however, that no statement made in a registration  statement
                    or prospectus that is part of the registration  statement or
                    made in any document  incorporated or deemed incorporated by
                    reference  into the  registration  statement  will,  as to a
                    purchaser  with a time of  contract  of sale  prior  to such
                    first use,  supersede or modify any statement  that was made
                    in the registration statement or prospectus that was part of
                    the  registration  statement  or made in any  such  document
                    immediately prior to such date of first use.




                                   SIGNATURES

     In accordance  with the  requirements  of the  Securities  Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing on Form SB-2 and  authorized  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the State of Victoria, Australia on July 7, 2006.

                                GOLDEN RIVER RESOURCES CORPORATION

                                By:     Peter Lee
                                Name:   Peter Lee
                                Title:  Director, CFO & Secretary

                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Peter Lee and Brian Brodrick and each of them, as
his true and lawful  attorney-in-fact  and agent with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities  to  sign  this  Registration  Statement  and  any or all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute, may lawfully do or cause to be done by virtue thereof.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated.



                                                                                              

SIGNATURE                               TITLE                                               DATE

                                        President, Chairman of the Board and Chief          July 7, 2006
                                        Executive Officer
/s/ Joseph I Gutnick
----------------------------------
Joseph I Gutnick

                                        Director, Secretary, Chief Financial Officer and    July 7, 2006
                                        Principal Accounting Officer
/s/ Peter Lee
----------------------------------
Peter Lee

                                        Director                                            July 7, 2006
/s/  David Tyrwhitt
----------------------------------
David Tyrwhitt

                                        Director                                            July 7, 2006
/s/  Mordechai Gutnick
----------------------------------
Mordechai Gutnick






EXHIBITS INDEX

     The following exhibits are filed as part of this registration statement.

Exhibit No.      Description

3.7    Amendment to Certificate of Incorporation dated June 20, 2006

5.1    Opinion of Phillips Nizer LLP

21     List of Subsidiaries

23.1   Consent of Phillips Nizer LLP(included in Exhibit 5.1)

23.2   Consent of PKF, Certified Public Accountants, A Professional Corporation