SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

                  PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

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Check the appropriate box:

|_|    Preliminary Proxy Statement
|_|    Confidential, for Use of the Commission Only
       (as permitted by Rule 14a-6(e)(2))
|X|    Definitive Proxy Statement
|_|    Definitive Additional Materials
|_|    Soliciting Material Pursuant to Rule 14a-12


                       GOLDEN RIVER RESOURCES CORPORATION

                (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|    No fee required.

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0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

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                                              Golden River Resources Corporation
                                                          A Delaware Corporation

                                           Level 8, 580 St Kilda Road, Melbourne
                                                        Victoria 3004, Australia

                                              PO Box 6315, St Kilda Road Central
                                             Melbourne, Victoria 8008, Australia

                                                      Telephone: +61 3 8532 2860
                                                      Facsimile: +61 3 8532 2805
                                        Email: investor@goldenriverresources.com



TO OUR STOCKHOLDERS:

You are cordially invited to attend our 2006 Annual Stockholders'  Meeting to be
held at Level 8, 580 St Kilda Road Melbourne Victoria 3004 Australia on November
17, 2006, at 3.00 p.m.

We have attached a Notice of Annual Meeting of Stockholders  and Proxy Statement
that discuss the matters to be presented at the meeting.

At this year's meeting, we will be asking our stockholders to elect Joseph Isaac
Gutnick,  David Stuart  Tyrwhitt,  Peter James Lee and  Mordechai Zev Gutnick as
directors.

We hope that you will come to the Annual Meeting in person.  Even if you plan to
come, we strongly encourage you to vote now. Instructions on voting by facsimile
or mail are shown on your  proxy and in the Proxy  Statement.  If for any reason
you desire to revoke your  proxy,  you can do so at any time before it is voted.
Your vote is important and will be greatly appreciated.

If you have any questions about the matters to be voted on at the Annual Meeting
or you need help voting  your  shares,  please  contact me at (613) 8532 2860 or
peter@goldenriverresources.com

/s/ Peter Lee
---------------
Peter Lee
Secretary






                       GOLDEN RIVER RESOURCES CORPORATION

                  NOTICE OF 2006 ANNUAL MEETING OF STOCKHOLDERS

TIME

3.00 p.m. on November 17, 2006.

PLACE

Level 8, 580 St Kilda Road Melbourne Victoria 3004 Australia

PURPOSES

To elect four members of the Board of Directors to serve a one year term.

To transact any other  business  that  properly  comes before the Meeting or any
adjournment of the Meeting.

RECORD DATE

You can vote if you were a  stockholder  of record at the close of  business  on
October 10, 2006.

By order of the Board of Directors

[GRAPHIC OMITTED][GRAPHIC OMITTED]
Peter Lee
Secretary

October 5, 2006
Melbourne, Victoria, Australia

                                   HOW TO VOTE

Your  vote is  important.  You may vote by using a  traditional  proxy  card and
returning it to us by mail to PO Box 11044, New York, NY 10203-0044.








                       GOLDEN RIVER RESOURCES CORPORATION

                                 PROXY STATEMENT

--------------------------------------------------------------------------------------------------------------
                                                                                                  
TABLE OF CONTENTS                                                                                  PAGE

--------------------------------------------------------------------------------------------------------------

General Information about the Solicitation                                                           1
--------------------------------------------------------------------------------------------------------------

Election of Directors                                                                                3
--------------------------------------------------------------------------------------------------------------

Executive Compensation                                                                              10
--------------------------------------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters      16
--------------------------------------------------------------------------------------------------------------

Requirements, Including Deadlines, for Submission of Stockholder Proposals and Nominations of       22
Directors
--------------------------------------------------------------------------------------------------------------

Independent Auditors                                                                                22
--------------------------------------------------------------------------------------------------------------

Other Matters                                                                                       23
--------------------------------------------------------------------------------------------------------------

Audit Committee Charter                                                                           Annex A
--------------------------------------------------------------------------------------------------------------







                                 PROXY STATEMENT

                   GENERAL INFORMATION ABOUT THE SOLICITATION

We are sending you these proxy materials in connection with the  solicitation by
the Board of Directors of Golden River Resources  Corporation  (OTCBB:  GORV) of
proxies to be used at Golden River  Resources  Annual Meeting of Stockholders to
be held on November 17, 2006,  and at any  adjournment  or  postponement  of the
Meeting.  "We",  "our",  "us"  and the  "Company"  all  refer  to  Golden  River
Resources.
 The proxy materials are first being mailed on or about October 20, 2006.

WHO MAY VOTE

You will only be entitled to vote at the Annual Meeting if our records show that
you held your shares on October 10, 2006. At the close of business on October 5,
2006,  a total of  26,711,130  shares of our common stock were  outstanding  and
entitled to vote. Each share of common stock has one vote.

HOW TO VOTE

If your  shares are held by a broker,  bank or other  nominee,  it will send you
instructions  that you must  follow  to have  your  shares  voted at the  Annual
Meeting.  If you hold your shares in your own name as a record  holder,  you may
instruct the proxy agents how to vote your shares as described below.

VOTE BY MAIL

If you choose to vote by  facsimile  or mail,  simply mark your proxy,  date and
sign it,  and  return it to us in the  envelope  provided.  If the  envelope  is
missing, please mail your completed proxy card to Golden River Resources, PO Box
11044, New York, NY 10203-0044.

VOTING AT THE ANNUAL MEETING

The  method by which you vote will not limit  your  right to vote at the  Annual
Meeting if you decide to attend in person.  If your  shares are held in the name
of a bank, broker or other holder of record,  you must obtain a proxy,  executed
in your favor, from the holder of record to be able to vote at the Meeting.

All shares that have been  properly  voted and not revoked  will be voted at the
Annual  Meeting.  If you sign and return  your proxy card but do not give voting
instructions,  the shares represented by that proxy will be voted as recommended
by the Board of Directors.

HOW TO REVOKE YOUR PROXY
You may revoke  your proxy at any time  before it is voted.  If you are a record
stockholder, you may revoke your proxy in any of the following ways:

     o    by giving notice of revocation at the Annual Meeting.

     o    by timely delivery of written  instruction  revoking your proxy to the
          Secretary  of Golden  River  Resources  , PO Box 11044,  New York,  NY
          10203-0044..

     o    by voting in person at the Annual Meeting.

                                       1


HOW VOTES WILL BE COUNTED

The Annual  Meeting  will be held if a quorum,  consisting  of a majority of the
outstanding  shares of common  stock  entitled to vote,  is  represented  at the
Meeting.  If you have  returned a valid proxy or are a record  holder and attend
the  Meeting  in  person,  your  shares  will  be  counted  for the  purpose  of
determining  whether there is a quorum,  even if you wish to abstain from voting
on some or all matters  introduced.  Abstentions and broker "non-votes" are also
counted in determining  whether a quorum is present.  A "broker non vote" occurs
when a broker, bank or nominee that holds shares for a beneficial owner does not
vote on a  particular  proposal  because it does not have  discretionary  voting
power  for that  proposal  and has not  received  voting  instructions  from the
beneficial owner.

If a quorum is not  present at the  Annual  Meeting,  a  majority  of the shares
present,  in person or by proxy,  has the power to adjourn the Meeting from time
to time until a quorum is present.  Other than  announcing at the Annual Meeting
the time and place of the adjourned  Meeting,  no notice of the adjournment will
be  given  to  stockholders  unless  required  because  of  the  length  of  the
adjournment.

Directors will be elected by a plurality of the votes cast at the Meeting.

Abstentions and broker  "non-votes" are not counted in the election of directors
or the approval of any other matter.

LIST OF STOCKHOLDERS

The names of  stockholders of record entitled to vote at the Annual Meeting will
be available at the Annual Meeting and for ten days prior to the Meeting for any
purpose germane to the Meeting, between the hours of 9.00 a.m. and 5.00 p.m., at
our principal executive offices at Level 8, 580 St Kilda Road Melbourne Victoria
3004 Australia.

COST OF THIS PROXY SOLICITATION

We will pay the cost of preparing, assembling and mailing the notice of meeting,
proxy  statement and enclosed  proxy card.  In addition to the use of mail,  our
employees may solicit  proxies  personally and by telephone.  Our employees will
receive  no  compensation  for  soliciting  proxies  other  than  their  regular
salaries.  We may request  banks,  brokers and other  custodians,  nominees  and
fiduciaries to forward copies of the proxy materials to their  principals and to
request  authority for the execution of proxies.  We may reimburse  such persons
for their expenses incurred in connection with these activities.

                                       2




                                   PROPOSAL 1

                              ELECTION OF DIRECTORS

GENERAL

Our By-laws provide that the number of Directors of the Company  initially shall
be six and that the number of directors  which shall  thereafter  constitute the
whole  Board  shall be  determined  by the  Board of  Directors.  The  Board has
determined  that the number of Directors  constituting  the whole Board shall be
four.

Directors need not be  stockholders  of the Company or residents of the State of
Delaware.  Directors  are elected for an annual term and  generally  hold office
until the next  Directors  have been duly elected and  qualified.  Directors may
receive compensation for their services as determined by the Board of Directors.
A vacancy on the Board may be filled by the remaining Directors even though less
than a quorum remains. A Director appointed to fill a vacancy remains a Director
until his successor is elected by the Stockholders at the next annual meeting of
Shareholder or until a special meeting is called to elect Directors.

Our Board of Directors  currently  has four members who hold office for a period
of one year.

         Your proxy will be voted FOR the  election of the four  nominees  named
         below,  unless  you  withhold  authority  to vote for any or all of the
         nominees.  Management  has no reason to believe  that a nominee will be
         unwilling  or unable to serve as a director.  However,  if a nominee is
         unwilling  or unable to serve,  your  proxy  will be voted for  another
         nominee designated by our Board of Directors.

DIRECTOR NOMINEES

The following are management's director nominees

NAME                                        DIRECTOR SINCE
Joseph Isaac Gutnick                        March 1988
David Stuart Tyrwhitt                       November 1996
Peter James Lee                             February 1996
Mordechai Zev Gutnick                       September 2005

DIRECTORS AND EXECUTIVE OFFICERS

The following table lists our directors and executive officers.

NAME                AGE     POSITION(S) CURRENTLY HELD WITH THE COMPANY

Joseph Gutnick       54     Chairman of the Board, President,
                            Chief Executive Officer and Director
David Tyrwhitt       68     Vice President and Director
Peter Lee            49     Director, Secretary and Chief Financial Officer
Mordechai Gutnick    28     Director
Craig Alford         44     Vice President Exploration

Biographical  information provided to us by our directors and executive officers
is as follows.

JOSEPH GUTNICK
Mr Gutnick has been Chairman of the Board, President and Chief Executive Officer
since March, 1988. He has been a Director of numerous public listed companies in
Australia  specialising in the mining sector since 1980, is currently a Director
of Astro Mining N.L., Great Gold Mines N.L., and Quantum  Resources  Limited and
is  Chairman  of the  Board,  President  and Chief  Executive  Officer of Legend
International  Holdings Inc, a company  listed on the over the counter market in
the USA. Mr. Gutnick was previously Executive Chairman of Tahera Corporation,  a
company that is listed on Toronto  Stock  Exchange from May 2000 to October 2003
and has previously been a Director of the World Gold Council.  He is a Fellow of
the Australasian  Institute of Mining & Metallurgy and the Australian  Institute
of Management and a Member of the Australian Institute of Company Directors.

                                       3


DAVID TYRWHITT
Dr  Tyrwhitt  was  appointed a Director in  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.  Dr Tyrwhitt has been a Director of numerous public listed  companies
in  Australia  in the mining  industry,  is currently a Director of Astro Mining
N.L., Great Gold Mines N.L., and Quantum  Resources Limited and is a Director of
Legend  International  Holdings  Inc, a company  listed on the over the  counter
market in the USA.

PETER LEE
Mr Lee has been Chief Financial Officer and Principal  Accounting  Officer since
August 1989 was  appointed a Director in February 1996 and Secretary in 1996. Mr
Lee is a Member of the Institute of Chartered Accountants in Australia, a Fellow
of Chartered Secretaries Australia Ltd., a Member of the Australian Institute of
Company  Directors  and holds a Bachelor  of  Business  (Accounting)  from Royal
Melbourne  Institute of Technology.  He has over 20 years commercial  experience
and is currently  General  Manager  Corporate  and Company  Secretary of several
listed public companies in Australia.

MORDECHAI GUTNICK
On September  14, 2005,  Mr  Mordechai  Zev Gutnick was elected a  non-executive
Director.  Mr Mordechai  Gutnick is a businessman and long-term  investor in the
mining industry.  He is also a Director of Astro Diamond Mines N.L. (May 2003 to
current),  Great Gold Mines N.L.  (May 2003 to current)  and  Quantum  Resources
Limited  (May 2003 to current).  Mr M Z Gutnick has been  appointed to the Audit
and Remuneration Committee's, effective September 14, 2005. Mr Mordechai Gutnick
is the son of Mr Joseph Gutnick.

CRAIG ALFORD
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.

Executive  officers of Golden  River  Resources  are  appointed  by the Board of
Directors  and serve at the  discretion  of the  Board,  subject to the terms of
applicable employment agreements. Except as set forth above, there are no family
relationships  among any of the directors or executive  officers of Golden River
Resources.

                                       4


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 2006,
our  Board of  Directors  met four  times.  The  Board of  Directors  also  uses
resolutions in writing to deal with certain matters and during fiscal 2006, five
resolutions in writing were signed by all Directors.

We do not  have a  nominating  committee.  Historically  our  entire  Board  has
selected nominees for election as directors. The Board believes this process has
worked  well thus far  particularly  since it has been the  Board's  practice to
require  unanimity of Board  members  with respect to the  selection of director
nominees.  In determining  whether to elect a director or to nominate any person
for election by our stockholders, the Board assesses the appropriate size of the
Board of Directors, consistent with our bylaws, and whether any vacancies on the
Board are expected due to retirement or otherwise. If vacancies are anticipated,
or otherwise arise, the Board will consider various potential candidates to fill
each  vacancy.  Candidates  may come to the  attention  of the  Board  through a
variety of sources,  including from current members of the Board,  stockholders,
or other  persons.  The Board of Directors  has not yet had the occasion to, but
will,  consider properly submitted proposed  nominations by stockholders who are
not  directors,  officers,  or employees  of Golden River  Resources on the same
basis  as  candidates  proposed  by any  other  person.  Stockholders  can  make
proposals  as  provided  below  under  the  caption   "Requirements,   Including
Deadlines,   for  Submission  of  Stockholder   Proposals  and   Nominations  of
Directors."

AUDIT COMMITTEE:

Dr David Tyrwhitt and Mr. Mordechai Gutnick  constitute our Audit Committee.  It
is the  opinion of the Board of  Directors  that each of them is an  independent
director as defined in Rule 10A-3 of the  Securities  Exchange  Act of 1934.  In
addition,   the  Board  believes  that  Mr  Tyrwhitt  would  meet  the  director
independence  requirements  of the Nasdaq Stock Market if we were listed on such
Market,  but that Mr. Mordechai Gutnick would not meet such Nasdaq  independence
requirements in light of his family  relationship with Mr. Joseph Gutnick who is
our Chief Executive  Officer.  Our Audit Committee does not include a "financial
expert" as defined in Item 401 (e) of  Regulation  S-B. The Company only has two
independent  Directors and neither of these independent  Directors has a finance
background.  The Audit  Committee  met twice during fiscal 2006 and the Chair of
the Audit  Committee met with the external  auditors on three  occasions  during
fiscal 2006 in respect to quarterly reports prior to the reports being filed.

The  Board's  current  written  charter for its Audit  Committee  is a statement
attached as Annex A to this proxy statement.

CODE OF ETHICS

We have  adopted a Code of Conduct  and Ethics and it applies to all  Directors,
Officers  and  employees.  A copy of the Code of Conduct and Ethics is posted on
our  website and we will  provide a copy to any person  without  charge.  If you
require a copy, you can download it from our website or  alternatively,  contact
us by facsimile or email and we will send you a copy.

REPORT OF THE AUDIT COMMITTEE

Management  is  responsible  for Golden  River  Resources'  financial  reporting
process,  including its system of internal  control,  and for the preparation of
consolidated   financial   statements  in  accordance  with  generally  accepted
accounting   principles.   Golden  River  Resources'  independent  auditors  are
responsible for auditing those financial statements.

In performing our oversight duties we rely on management's  representation  that
the financial  statements  have been prepared with integrity and objectivity and
in  conformity  with  accounting  principles  generally  accepted  in the United
States. We also rely on the representations of the independent auditors included
in their report on Golden River Resources' financial statements.

                                       5


Our oversight  does not provide us with an  independent  basis to determine that
management  has  maintained   appropriate  accounting  and  financial  reporting
principles  or  policies,  or  appropriate  internal  controls  and  procedures.
Furthermore,  our contacts with management and the  independent  auditors do not
assure that:

o    Golden River  Resources'  financial  statements are presented in accordance
     with generally accepted accounting principles,

o    the audit of Golden River Resources'  financial statements has been carried
     out in accordance with generally accepted auditing standards or

o    Golden River Resources' independent accountants are in fact "independent."

In connection with the inclusion of the audited  financial  statements in Golden
River Resources' 2005 annual report on Form 10-KSB, the Audit Committee:

o    reviewed and discussed the audited financial statements with management,

o    discussed  with our  independent  auditors  the  materials  required  to be
     discussed by SAS 61,

o    reviewed  the  written  disclosures  and the  letter  from our  independent
     auditors  required  by  Independent  Standards  Board  Standard  No.  1 and
     discussed with our independent auditors their independence, and

o    based on the foregoing  review and discussion,  recommended to the Board of
     Directors that the audited financial statements be included in Golden River
     Resources' 2006 annual report on form 10-KSB.

David S Tyrwhitt, Audit Committee Chairman
Mordechai Gutnick, Audit Committee Member

REMUNERATION COMMITTEE

The Board has a Remuneration  Committee comprised of two independent  directors.
During fiscal 2006, the Remuneration Committee did not meet.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

Stockholders  who wish to  communicate  with the Board of Directors  should send
their  communications  to the Chairman of the Board at the address listed below.
The Chairman of the Board is responsible  for forwarding  communications  to the
appropriate Board members.

Mr. Peter Lee
Golden River Resources Corporation.
PO Box 6315
St Kilda Road Central
Melbourne, Victoria 8008
Australia

ANNUAL MEETING ATTENDANCE

The  Company   encourages   all  Directors  to  attend  the  Annual  Meeting  of
Stockholders either in person or by telephone.



                                       6





                             EXECUTIVE COMPENSATION

The  following  table  sets  forth  the  annual  salary,  bonuses  and all other
compensation  awards and pay outs on account of our Chief Executive  Officer for
services  rendered to us during the fiscal years ended June 30,  2006,  2005 and
2004. No other executive  officer received more than US$100,000 per annum during
this period.  Unless  otherwise  indicated,  all dollar  amounts in this section
represent  Australian  dollars  ( A$ or $),  which  as of June  30,  2006 had an
exchange rate with the U.S. dollar of A$1.00= U.S. $0.7301. In addition, at June
30, 2006, the exchange rate between the U.S.  dollar and the Canadian dollar was
CDN$1.00=U.S.$0.8931. Summary Compensation Table




                                                   Annual Compensation                 Long Term 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                   2006        $95,000(1)(2)       $19,281(3)        --           500,000(4)
                                       2005        $91,667(1)(2)       $18,935(3)        --           500,000(4)
                                       2004        $76,000(1)(2)       $16,484(3)        --               --
Craig Alford, Vice President
Exploration                            2006          CDN$120,000       CDN$13,750        --           150,000(7)
                                       2005          CDN$120,000        CDN$3,722        --           150,000(7)
Pini Althaus, Chief Operating
Officer (resigned April 2006)          2006            US$82,500                --        --               --
                                       2005        US$110,000(5)                --        --          250,000(6)

--------------------

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  166,667  options  that vested upon grant,  166,667  options  that
     vested on January  27,  2005 and  166,667  options  that vested 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.

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.

For  additional  information  about the  Service  Agreement  and the  Consulting
Agreement see "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS".

         We have a policy  that we will not enter into any  transaction  with an
officer,  Director or affiliate  of the Company or any member of their  families
unless  the  transaction  is  approved  by the  Audit  Committee  and the  Audit
Committee determines that the terms of the transaction are no less favourable to
us than the terms available from  non-affiliated  third parties or are otherwise
deemed to be fair to the Company at the time authorised.

                                       7


AGGREGATED  OPTION  EXERCISES  IN FISCAL  2006 AND FISCAL 2006  YEAR-END  OPTION
VALUES

The persons listed in the following table did not exercise any options in 2006.




                                   Number of Shares of Common           Value of Unexercised
                                  Stock Underlying Unexercised              In-the-money
                                    Options At June 30, 2006        Options At June 30, 2006(1)
                                 -----------------------------     ------------------------------
                     Name        Exercisable     Unexercisable     Exercisable     Unexercisable
----------------------------------------------------------------------------------------------------
                                                                            
Joseph Gutnick                         333,334      166,666            US$55,333      US$27,666
Pini Althaus*                          250,000         --              US$41,500             --
Craig Alford                           150,000         --              US$24,900             --


(1)  Based on US$0.166 per share,  the June 30, 2006 closing  price  reported on
     the OTC Bulletin Board.

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

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.

         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.

                                       8


         Other than the issue of these Options, there are no other current plans
or arrangements to grant any options under the 2004 Plan.

COMPENSATION PURSUANT TO PLANS

         The Company  does not have any  pension or profit  sharing  plans.  The
Company's  Vice  President  Exploration  and  temporary  staff  employed  in the
exploration  program  in  Canada  are  subject  to  Canadian   requirements  for
contributions  to pension plans. At June 30, 2006, the Company has an obligation
to pay A$13,570.  Contributions  to employee  benefit or health plans during the
year ended June 30, 2006 were A$8,528.

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,  2006,  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 be        Weighted Average         Equity Compensation Plans
                               Issued Upon Exercise of        Exercise Price of           (Excluding Securities
                                 Outstanding Options         Outstanding Options         Reflected in Column (A)
Plan Category                            (A)                         (B)                           (C)
---------------------------- ---------------------------- -------------------------  ----------------------------
                                                                             
Equity compensation
plans approved by
security holders                    1,350,000(1)                  US$1.00                    1,321,413(1)

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

   Total                            1,350,000(1)                  US$1.00                    1,321,413(2)
---------------------------- ============================                            ==============================


(1)      On July 4, 2006,  250,000 were cancelled  following the  resignation of
         the Chief Operating Officer. As a result, a further 250,000 options are
         available for future grants.

(2)      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.

                                       9


PRINCIPAL OFFICERS CONTRACTS

Craig Alford

         In April 2004 the Company  appointed Mr. Craig Alford as Vice President
Exploration.  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  on the  Committee  Bay  Greenstone  Belt and in the Slave Craton in
Nunavut,  Canada.  He will also be actively  involved in continuing Golden River
Resources'  strategy of acquiring high  potential,  early-stage  gold properties
worldwide.

         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.

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
2006 all such filing  requirements  were complied with in a timely manner by all
Directors and executive officers.



                                       10



               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                   MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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



------------------------------- ----------------------------------- ----------------------------- -----------
TITLE OF CLASS                  NAME AND ADDRESS                    AMOUNT AND NATURE OF          PERCENTAGE
                                OF BENEFICIAL OWNER*                BENEFICIAL OWNER              OF CLASS
------------------------------- ----------------------------------- ----------------------------- -----------
                                                                                         
Shares of common stock          Joseph and Stera Gutnick            41,200,224    (2)(3)(4)          87.3
                                                                                  (5)(6)(7)
------------------------------- ----------------------------------- ----------------------------- -----------
Shares of common stock          RAB Special Situations (Master)     31,670,000    (9)(13)            55.8
                                Fund Limited
                                1 Adam Street
                                London WC2N 6LE
                                United Kingdom
------------------------------- ----------------------------------- ----------------------------- -----------
Shares of common stock          David Stuart Tyrwhitt               50,000        (2)(3)(8)           **
------------------------------- ----------------------------------- ----------------------------- -----------
Shares of common stock          Mordechai Zev Gutnick               -             (3)(10)
------------------------------- ----------------------------------- ----------------------------- -----------
Shares of common stock          Peter James Lee                     250,000       (2)(3)(8)           **
------------------------------- ----------------------------------- ----------------------------- -----------
Shares of common stock          Craig Alford                        150,000       (3)(11)             **
------------------------------- ----------------------------------- ----------------------------- -----------
                                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:

(3)      Based on 26,711,630 shares outstanding as of June 30, 2006.

(4) 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.

                                       11


(5)      Does not include 2,500 shares of Common Stock beneficially owned by us.

(6)      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.

(7)      Includes  500,000 shares  issuable upon exercise of stock options owned
         by Mr. Gutnick.

(6)      Joseph Gutnick is the beneficial owner of 25,650 shares of Common Stock
         that are registered in his own name.

(7)      Joseph Gutnick and Stera Gutnick are husband and wife.

(8)      Issuable upon exercise of stock options.

(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.

(13)     RAB is organized under the laws of the Cayman Islands. Phillip Richards
         has sole  investment and voting  control over the  securities  owned by
         RAB.

                                       12


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We are one of five  affiliated  companies of which four are  Australian
public companies listed on Australian Stock Exchange. 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
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 ourselves  upon 60
days prior notice.  If the Service  Agreement is terminated by AXIS, we would be
required  to  independently  provide,  or  to  seek  an  alternative  source  of
providing,  the services  currently  provided by AXIS. There can be no assurance
that we could  independently  provide  or find a third  party to  provide  these
services  on a  cost-effective  basis  or that  any  transition  from  receiving
services under the Service  Agreement will not have a material adverse effect on
us. Our  inability to provide such  services or to find a third party to provide
such services may have a material adverse effect on our operations.

         In accordance with the Service Agreement AXIS provides the Company with
the  services  of our Chief  Executive  Officer,  Chief  Financial  Officer  and
clerical employees, as well as office facilities, equipment,  administrative and
clerical  services.  We pay AXIS for the actual costs of such  facilities plus a
maximum service fee of 15%. The Company paid AXIS A$825,939  (being A$529,175 in
respect to the current  year and  A$296,764  being the amount  owing at June 30,
2005) in respect of the  Service  Agreement  for the fiscal  year ended June 30,
2006 and  A$487,535  (being  A$383,535  in respect to the 2005 and  A$104,000 in
respect to the 2004 year) in respect  of the  Service  Agreement  for the fiscal
year ended June 30, 2005.

                                       13


         During 2006,  AXIS loaned the Company  A$108,000 and  A$249,500  during
2005.  At June 30, 2005 and 2006,  the Company owed AXIS  A$296,764 and A$20,450
respectively  for services  provided in accordance  with the Service  Agreement.
During fiscal 2005 and 2006, AXIS  Consultants  charged interest of A$13,879 and
A$21,019  respectively  on  outstanding  balances.  AXIS charged  interest rates
between  10.60% and 10.85% for fiscal 2005 and 9.35% for fiscal 2006. The amount
owing to AXIS at June 30, 2006 is included within  accounts  payable and accrued
expenses.

         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 2006  fiscal  year,  Wilzed  loaned  A$1,241,836  and charged
A$83,243 in interest and we repaid $550.  Wilzed charged  interest during fiscal
2006 at the rate of 9.35%.  In May,  2006,  we  agreed  to issue to Fast  Knight
Nominees  up to 10 million  shares of common  stock at an issue  price of A$0.20
(US$0.1542)  and 20 million  options with an exercise  price of A$0.20 per share
with a latest  expiry date of April 30,  2011,  as  repayment  of A$2 million in
loans from Wilzed to the Company. Wilzed agreed to accept the shares and options
as satisfaction of the loan and instructed us to issue the shares and options to
Fast Knight Nominees, a company that is also associated with Mr. Gutnick.

         Mr Joseph  Gutnick,  the  President  of the  Company,  advanced  us the
initial  deposit  to open a US  Dollar  bank  account.  The  amount  of  A$1,329
(US$1,000) was repaid in July, 2006.

         Kerisridge Pty Ltd, a company  associated  with our  President,  Mr J I
Gutnick,  loaned us  A$2,273,186  in March 2004 for the purpose of repaying  our
long term debt. On March 31, 2004,  Kerisridge agreed to convert all of the debt
we owed to it into common stock and warrants in us. We issued  1,753,984  shares
of common stock and 1,753,984 warrants exercisable at US$1.30 and at any time up
to  March  31,  2006  in full  repayment  of the  amount  owing  to  Kerisridge.
Kerisridge did not exercise the warrants prior to the expiry date.



                                       14



TRANSACTIONS WITH MANAGEMENT.

         We have a policy  that we will not enter into any  transaction  with an
Officer,  Director or affiliate of us or any member of their families unless the
transaction  is  approved  by  a  majority  of  our  disinterested  non-employee
Directors  and the  disinterested  majority  determines  that  the  terms of the
transaction  are  no  less  favourable  to us  than  the  terms  available  from
non-affiliated  third  parties or are  otherwise  deemed to be fair to us at the
time authorised.



                                       15




        REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF STOCKHOLDER
                     PROPOSALS AND NOMINATIONS OF DIRECTORS

Stockholder  proposals  that are intended to be included in our proxy  statement
for our 2007 Annual Meeting  pursuant to Proxy Rule 14a-8 must be received by us
no later than June 26, 2007, and must otherwise comply with that rule.



                              INDEPENDENT AUDITORS

         The  Audit  Committee  of the  Board  of  Directors  has  approved  the
selection and retention of PKF,  Certified  Public  Accountants,  a Professional
Corporation,  to audit our consolidated financial statements for our fiscal year
ending June 30, 2007. PKF has served as our independent auditors since 2003.

         Representatives  of PKF are not  expected  to be  present at the Annual
Meeting.

         The  following  table shows the audit fees incurred for fiscal 2006 and
2005.

                                        2006                        2005
                                        ----                        ----

Audit fees                          A$45,494                    A$52,061
Audit related fees*                   13,697                       4,308
Tax fees                                   -                           -
                                  ----------                   ---------
Total                               A$59,191                    A$56,369
                                  ==========                   =========


*In 2006 the audit-related services relate to work on the Form SB-2 Registration
Statement and in 2005 the audit-related  services relate to work on the proposed
listing on Toronto Venture Exchange.

         Audit  fees  were for the  audit of our  annual  financial  statements,
review of financial  statements  included in our 10-QSB/10-Q  quarterly reports,
and services that are normally  provided by  independent  auditors in connection
with our other  filings with the SEC.  This  category  also  includes  advice on
accounting  matters that arose during, or as a result of, the audit or review of
our interim financial statements.

         As part of its  duties,  our  Audit  Committee  pre-approves  audit and
non-audit services performed by our independent auditors in order to assure that
the provision of such services does not impair the auditors'  independence.  Our
Audit  Committee  does  not  delegate  to  management  its  responsibilities  to
pre-approve services performed by our independent auditors.




                                       16





                                  OTHER MATTERS

We know no other  matters to be  submitted to the Annual  Meeting.  If any other
matters  properly  come before the Annual  Meeting,  it is the  intention of the
persons named in the enclosed form of proxy to vote the shares they represent as
the Board of Directors recommends.


By order of the Board of Directors,

/s/ Peter J Lee
-----------------
Peter J Lee
Secretary

October 5, 2006


                                       17




                                                                         ANNEX A

                       GOLDEN RIVER RESOURCES CORPORATION

                             AUDIT COMMITTEE CHARTER

TERMS OF REFERENCE

1.       OBJECTIVE:

     To assist the Board of Directors  in (i)  fulfilling  its  responsibilities
     relating to accounting  and reporting  practices of Golden River  Resources
     Corporation;  (ii) improving the quality of internal  reporting;  and (iii)
     monitoring, examining and where appropriate recommending action in relation
     to the Company's risk management  including such areas as insurance and the
     use of derivatives.

2.       REPRESENTATION

    To ensure  compliance  with the proposed  Bulletin Board Exchange  corporate
    governance  rules,  at least one of the Directors on the  Committee  must be
    independent.

3.       QUORUM

    The quorum for a meeting of the Audit Committee shall be two Directors,  one
of which must be an independent Director.

4.       FREQUENCY AND CONDUCT OF MEETINGS

     The Committee  will hold at least two regular  meetings per year,  and such
     additional  meetings as the  Chairman  shall decide in order to fulfill its
     duties. The Secretary or other appropriate  executive will act as Secretary
     of the  Committee  and  shall  be  responsible,  in  conjunction  with  the
     Chairman,  for  drawing up the  agenda and  circulating  it,  supported  by
     explanatory documentation to Committee members prior to each meeting.

     The Committee  shall conduct its  proceedings in the manner set out for the
     Board in the By-Laws except as provided in these Terms of Reference.

     The Secretary will also be  responsible  for keeping the minutes of meeting
     of the  Committee,  and  circulating  them to Committee  members and to the
     other members of the Board of Directors.

5.       ACCESS:

     The Committee shall have unlimited  access to the external  auditors and to
     senior management of the Company. The Committee shall also have the ability
     to consult  independent  experts  where they consider it necessary to carry
     out their duties.


                                       18


6.       DUTIES AND RESPONSIBILITIES

    The duties and  responsibilities  of the Audit  Committee  should be read in
    conjunction with the objective set out in 1 above and are as follows:


         o        Discuss the audit plan of the  external  auditors and evaluate
                  the effectiveness of the annual audit.

         o        Decide  and  implement  any  internal  investigations  thought
                  appropriate, including internal audit.

         o        Monitor  the  adequacy  and  effectiveness  of  the  Company's
                  administrative, operating and accounting policies.

         o        Monitor the adequacy of the Company's internal control system.

         o        Review  the  Form  10-K and 10-Q  financial  statements  where
                  applicable and recommend acceptance to the Board of Directors.

         o        Recommend to the Board of  Directors  the  appointment  of the
                  external auditors.

         o        Review  proposed  audit fees and make  recommendations  to the
                  Board of Directors.

         o        Determine  that no  management  restrictions  are being placed
                  upon the external auditors.

         o        Review any  regulatory  reports  submitted  to the Company and
                  monitor management's response to them.

         o        Require reports from  management and external  auditors on any
                  significant proposed regulatory, accounting or reporting issue
                  and  to  assess  the  potential   impact  upon  the  Company's
                  financial reporting process.

         o        Review and approve all significant accounting policy changes.

         o        Receive  and  consider  the  external   auditor's   management
                  letter(s)  in  relation  to  their  audit  of  the   Company's
                  accounts.

         o        Assessing the performance of financial management.

         o        Review  of  risk   management   practices   including  use  of
                  derivatives, insurance coverage and environmental matters that
                  may have a material impact on financial results.

         o        Review all related  party  transactions  to ensure they are at
                  arms length and in the best interests of the Company.


                                       19





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

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
 (Mark one)
[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended       JUNE 30, 2006      or
                             --------------------

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ________________  to _______________

Commission File Number    0-16097
                         ------------

                       GOLDEN RIVER RESOURCES CORPORATION
                          (FORMERLY BAY RESOURCES LTD.)
             (Exact name of Registrant as specified in its charter)

                  DELAWARE                                    98-0079697
                  --------                                    ----------
         (State or other jurisdiction of                    (IRS Employer
         incorporation or organisation)                     Identification No.)

         Level 8, 580 St Kilda Road MELBOURNE, VICTORIA, 3004, AUSTRALIA
                                    ------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code   011 (613) 8532 2860
                                                     -------------------

Securities registered pursuant to Section 12 (b) of the Act:
         Title of each class           Name of each exchange
                                          on which registered
                 N/A                             N/A

Securities registered pursuant to Section 12(g) of the Act:

Common stock, par value $.0001 per share
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements the past 90 days.

                                Yes __X__ No____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.|X|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)

                                Yes ____ No __X__


State Issuer's Revenues for its most recent fiscal year.

NONE

The  aggregate  market  value  based on the  average  bid and asked price on the
over-the-counter  market of the Registrant's common stock, ("Common Stock") held
by non-affiliates of the Company was US$__________ as at June 30, 2006.

There were  26,711,630  outstanding  shares of Common Stock as of September  25,
2006. (Does not include 10,000,000 shares of Common Stock that are issuable upon
exercise  of  Special   Warrants,   without   the  payment  of  any   additional
consideration.  See Item 6.  "Management's  Discussion and Analysis of Financial
Condition or Plan of Operation - Liquidity and Capital Resources.")


DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable

Transitional Small Business Issuer Yes:___  No:__X__







TABLE OF CONTENTS                                                                     PAGE


PART I
                                                                                    
Item 1            Business                                                               4
Item 2            Properties                                                            21
Item 3            Legal Proceedings                                                     21
Item 4            Submission of Matters to a Vote of Security Holders                   21

PART II
Item 5            Market for Common Equity and Related Stockholder Matters              22
Item 6            Management's Discussion and Analysis of Financial Condition           23
                  or Plan of Operation
Item 7            Financial Statements                                                  29
Item 8            Changes in and Disagreements with Accountants on
                  Accounting and Financial Statement Disclosure                         29
Item 8A           Controls and Procedures                                               29


PART III
Item 9            Directors and Executive Officers of the Registrant                    30
Item 10           Executive Compensation                                                32
Item 11           Security Ownership of Certain Beneficial Owners
                  and Management and Related Stockholder Matters                        35
Item 12           Certain Relationships and Related Transactions                        37


PART IV
Item 13           Exhibits, Financial Statement Schedules, and Reports
                  on Form 8-K                                                           39
Item 14           Principal Accounting Fees and Services                                39


                  Signatures                                                            40
                  Exhibit Index                                                         42

Appendix A -      Glossary                                                              65
Appendix B -      List of Mining Interests                                              68




                                     PART I

ITEM 1            BUSINESS

GENERAL

         Our name is Golden River  Resources  Corporation and we sometimes refer
to ourselves in this Annual Report 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 Annual Report as `Golden Bull."

         We sometimes refer to our claims  collectively in this Annual Report 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, 580 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 Annual Report.  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$). For the convenience of the reader,  the Australian Dollar figures for the
year ended June 30, 2006 have been  translated into United States Dollars ("US$)
using the rate of exchange at June 30, 2006 of A$1.00=US$0.7301.

HISTORY OF THE COMPANY

         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,
Baynex.com   Pty  Ltd  (formerly   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 August 21, 2000 we 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 October 2000, we changed our name
to Bay Resources Ltd, and in March 2006, we changed it to Golden River Resources
Corporation.

         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.

                                       4


         In May 2002, we incorporated a new wholly owned subsidiary, Golden Bull
Resources Corporation (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 on the  Committee  Bay
Properties in Canada.

         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.

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 Nunavut. 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  Annual  Report
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 a 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.

                                       5


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

         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. 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  access  agreements  with Tahera for the 2004 and 2006
exploration programs.

         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  totalled
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
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.

                                       6


         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.

         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.

                                       7


         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.

         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.


                                       8




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.

         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.

         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.

                                        9


         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.

         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.


                                       10


RECENT EXPLORATION

In late July 2006,  Golden River  mobilized  equipment  and personnel to further
prospect,  assess and evaluate the Contwoyto  Lake and Hood river area. The work
program was to follow up Golden Rivers' highly  successful 2004 examination with
a focus on  highlighting  key areas for  drilling  in the planned  winter  drill
program.

During this summer field program,  901 samples were taken and several areas were
targeted as key regions for future work based on current  geological  modelling,
the  re-assessment  of historical work and sample results from the 2004 program.
All  samples  were  sent  for   preparation  and  analysis  by  Acme  Analytical
Laboratories  Ltd.  Samples  will  be  analysed  with a 36  element  geochemical
procedure and gold Fire Assays will be conducted where warranted. All 2006 assay
results are due by mid October 2006 due to the backlog in assay  laboratories in
Canada.

The field program and sampling was under the direct  supervision  of Bruce Goad,
PGeo, a Qualified Person under the applicable  Canadian  disclosure  regulations
for mineral exploration companies.

CONTWOYTO LAKE AREA

Numerous new zones of banded iron  formations  were  identified in this summers'
program.  Principle areas within the property  include thick sequences of banded
iron formation with strike lengths of over several  kilometres.  With the use of
recent airborne  geophysical  surveys and new structural data,  Golden River has
outlined  favourable  gold-bearing  deformation zones of the iron formation that
appear  similar to the nearby Lupin Mine.  Assay  results are due by mid October
2006.

HOOD RIVER AREA

Several areas within the High Lake area returned  favourable gold, up to 33 g/t,
from our sampling program in 2004.
Several  prospective zones were re-examined  however,  the Penthouse area became
the main focus of the 2006 Hood River assessment. Here, a large 3 kilometer zone
of sheared and  brecciated  silicious  basalts and sediments  occurs that may be
analogous  to the nearby Ulu  deposit.  Mineralization  is abundant  and appears
structurally controlled. Assay results are due by mid October 2006. Golden River
is very  encouraged  by the 2006  exploration  program  which was  successful in
finding new locations of strong mineralization this field season.  Following the
field  investigation  program,  the  characteristics  and  prospectivity  of the
Penthouse zone are better  understood  and the area presents an excellent  drill
target. Our planned drill program is expected to take place during the 2006-2007
winter months.

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
Annual Report.

                                       11


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.

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.

         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.

                                       12


         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.

         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.

                                       13


         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.

         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.

                                       14


         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.

         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.

         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 Annual Report.

                                       15


         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.

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).


                                       16





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.

RISK FACTORS

            You should carefully consider each of the following risk factors and
all of the other  information  provided in this Annual Report 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 Annual  Report  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 lose part or all of your investment.



                                       17





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
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,  2006 and for the years
ended  June 30,  2006 and 2005 and for the  period  July 1, 2002  (inception  of
exploration  stage)  through  June 30, 2006  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$32,734,000  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.

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 and from mid December to March 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.



                                       18





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 lose
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.

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.


                                       19




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.

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.



                                       20




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
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.

ITEM 2            PROPERTIES

The Company  occupies  certain  executive  and office  facilities  in Melbourne,
Victoria,  Australia which are provided to it pursuant to the Service  Agreement
with AXIS. See "ITEM 1- BUSINESS- EMPLOYEES" and "ITEM 12- 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 Yonge Street,
Toronto ON Canada.  The office  receives  mail,  couriers and  facsimiles on our
behalf and  forwards any  documents  received to us. The lease is for six months
and can be renewed on a month to month basis.  We pay a fee of CDN$30 per month.
This is a temporary  arrangement whilst we determine whether to open a permanent
office.

ITEM 3            LEGAL PROCEEDINGS

There are no pending legal  proceedings  to which the Company is a party,  or to
which any of its property is the subject, which the Company considers material.

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                                 Not Applicable


                                       21





                                     PART II

ITEM 5            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)
           ---------------                                     ----------

           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 Annual Report,  there are  26,711,630  shares of
common stock outstanding. We have (i) 10,000,000 special warrants on issue, each
of which is exercisable  at any time until June 9, 2016, to acquire  without the
payment of further  consideration  one share of common stock,  at which time all
special  warrants that have not been exercised will  automatically  convert into
shares of common stock; and (ii) 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).  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 holder of the  warrants  elected to
exercise  the  warrants  pursuant  to this  provision,  we would not receive any
proceeds from the exercise of the warrants.

         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.

SHAREHOLDERS

         As of August 31, 2006 the Company had approximately 130 shareholders of
record.

DIVIDEND POLICY

         It is the present policy of the Board of Directors to retain  earnings,
when incurred,  for use in our business. We have not declared any cash dividends
to the holders of its Common Stock and do not intend to declare  such  dividends
in the foreseeable future.

TRANSFER AGENT

         Our United States Transfer Agent and Registrar is The Bank of New York.




                                       22





PROPOSED DUAL LISTING ON TORONTO VENTURE EXCHANGE


         We have  lodged an  application  with  TSX-V to dual list our shares of
common  stock on TSX-V.  Canaccord  Capital  Corporation  have  agreed to act as
sponsor  for the  listing  and  may  offer  to act as  agent  on a  commercially
reasonably basis,  following a successful listing, to assist us in raising up to
CDN$3  million  in  flow  through  financing  to  assist  us  with  funding  our
operations.


ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR 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  report.  This  report  contains  numerous  forward-looking  statements
relating to our business. Such forward-looking  statements are identified by the
use of words such a s 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 form those projected in
the forward-looking statements.

         We are an exploration stage mining company. Our objective is to exploit
out 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.


SELECTED FINANCIAL DATA

         Our selected  consolidated  financial data presented  below for each of
the years in the two-year period ended June 30, 2006, and the balance sheet data
at June  30,  2005  and 2006  have  been  derived  from  consolidated  financial
statements,  which have been audited by PKF,  Certified  Public  Accountants,  a
Professional  Corporation.  The  selected  financial  data  should  be  read  in
conjunction with our consolidated  financial statements for each of the years in
the two-year  period ended June 30, 2006, and Notes thereto,  which are included
elsewhere in this Annual Report.


                                       23




CONSOLIDATED STATEMENT OF OPERATIONS DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)



YEAR ENDED JUNE 30


                                                                        CONV.
                                                                      TRANSL.
                                             2005          2006          2006
                  A$       A$       US$
---------------------------------------

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


Costs and expenses                          2,603         1,312           958
                                ---------------------------------------------

Loss from operations                       (2,603)       (1,312)         (958)

Other income (loss)                             3           (16)          (12)
                                ----------------------------------------------

Profit (loss) before income
taxes                                      (2,600)       (1,328)         (970)

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

Net profit (loss) from                     (2,600)       (1,328)         (970)
Continuing Operations

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

Net profit (loss)                          (2,600)       (1,328)         (970)
                                ----------------------------------------------



                                               A$            A$           US$

Net profit (loss) per share

On continuing operations                     (.16)         (.07)         (.05)
                                    -----------------------------------------



Weighted average number
of shares outstanding (000's)              16,714        18,194        18,194
                                   ------------------------------------------

CONSOLIDATED BALANCE SHEET DATA

                                               A$            A$           US$

Total assets                                  227         2,113         1,543
Total liabilities                           1,577           542           396
                                   ------------------------------------------

Stockholders' equity (deficit)             (1,350)        1,571         1,147
                                   ------------------------------------------


                                       24




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

                           2005             A$1.00           =     US$0.7620
                                            CDN$1.00         =     US$0.9279
                           2006             A$1.00           =     US$0.7301
                                            CDN$1.00         =     US$0.8931

The  exchange  rate  between the A$ and US$ has moved by 4.19%  between June 30,
2005 and 2006. Accordingly, a direct comparison of costs between fiscal 2005 and
2006 is not necessarily a true comparison.

RESULTS OF OPERATIONS

YEAR ENDED JUNE 30, 2006 VERSUS YEAR ENDED JUNE 30, 2005

         Total costs and expenses have decreased from  A$2,603,000  for the year
ended  June 30,  2005 to  A$1,312,000  (US$958,000)  for the year ended June 30,
2006. The decrease was a net result of:

         i)       A  decrease  in  exploration   expenditure  written  off  from
                  A$1,277,000 in fiscal 2005 to A$236,000 (US$172,000) in fiscal
                  2006.  In fiscal 2006,  no field  exploration  was  undertaken
                  during  the  2006  field  season  due to high  level  of field
                  exploration  in the  fiscal  2005  field  season  and  limited
                  funding.  The costs incurred represent the salary and benefits
                  of the Vice President Exploration and maintenance costs of the
                  Slave  and  Committee  Bay  Properties.  In  fiscal  2005,  we
                  completed our summer season field program on the Committee Bay
                  and Slave  Properties.  These  properties are in Nunavut 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.

         ii)      An increase in interest  expense from  A$44,000 in fiscal 2005
                  to A$113,000  (US$83,000) in fiscal 2006.  During fiscal 2006,
                  we borrowed  A$1,241,000  (US$906,000)  from Wilzed, a company
                  which our President and CEO is a Director and  shareholder and
                  in May 2006, the total debt of A$2,000,000  (US$1,460,000) was
                  repaid  through  the  issue of  shares  of  common  stock  and
                  options. Wilzed charged us A$83,000 (US$61,000) in interest at
                  a rate of 9.35% during fiscal 2006.  AXIS provides  management
                  and geological services to us pursuant to a Service Deed dated
                  November 25, 1988.  AXIS  charged us A$21,000  (US$15,000)  in
                  interest for fiscal 2006.  AXIS charged  interest at a rate of
                  9.35% during  fiscal  2006.  During the last quarter of fiscal
                  2006, we repaid all outstanding amounts including a proportion
                  of June 2006 charges. The amount of A$20,000 (US$15,000) owing
                  to AXIS at June 30,  2006  represents  part of the charges for
                  the month of June 2006 and is included in accounts payable and
                  accrued expenses.  For fiscal 2006, A$9,000 (US$7,000) general
                  interest   was   charge   on   outstanding   amounts   payable
                  liabilities.  During fiscal 2005, we borrowed  A$645,000  from
                  Wilzed. Wilzed charged us A$31,000 in interest. Wilzed charged
                  interest at a rate between 9.10% and 9.35% during fiscal 2005.
                  AXIS charged  interest at a rate between 10.60% and 10.85% for
                  fiscal 2005.

         iii)     A decrease in legal,  accounting and  professional  costs from
                  A$189,000  in fiscal 2005 to A$124,000  (US$91,000)  in fiscal
                  2006.  During  fiscal  2006,  we  incurred  legal  expenses of
                  A$16,000 (A$12,000) in relation to the proposed listing on the
                  Toronto Venture Exchange;  A$30,000 (US$22,000) in relation to
                  financing  documents,  employment  contracts and general legal
                  work;  which  was  reduced  by  A$11,000  (US$7,700)  of legal
                  expenses no longer  payable in relation to an  arrangement  in
                  Tibet  in  China;  audit  fees  of  A$59,000  (US$43,200)  for
                  professional services in relation to financial statements, the
                  quarterly form 10-QSB's and annual Form 10-KSB;  and reviewing
                  the Form SB-2 and A$29,500 (US$21,600) from our stock transfer
                  agent for  management  of the share  register.  During  fiscal
                  2005,  we incurred  legal  expenses of A$59,000 in relation to
                  the proposed  listing on Toronto Venture Exchange and A$41,000
                  in relation to  financing  documents  and general  legal work;
                  audit  related  fees  of  A$56,300,  being  A$52,000  for  the
                  professional  services in relation to the financial statements
                  in the  quarterly  Form  10-QSB's  and annual  Form 10-KSB and
                  $4,300 for  professional  services  in relation to the listing
                  application on Toronto Venture Exchange; and A$33,000 in costs
                  from our  stock  transfer  agent for  management  of the share
                  register.

                                       25


         iv)      A decrease in  administrative  costs from  A$716,000 in fiscal
                  2005 to A$647,000  (US$472,000) in fiscal 2006.  During fiscal
                  2006,  the  management  fee charged by AXIS to us was $120,000
                  (US$88,000);   AXIS  charged  us  A$349,000  (US$255,000)  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 provide services to the Company.  One independent director
                  who  resigned  during  the year  charged  the  Company  $4,600
                  (US$3,300).  During  fiscal  year 2006,  we  incurred in total
                  A$122,000  (US$89,000) in salary costs for the Chief Operating
                  Officer.  During fiscal 2005,  the  management  fee charged by
                  AXIS  to  us  was  A$120,000  (US$91,400);   AXIS  charged  us
                  A$224,000 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.  In  fiscal  2005,  The  Company  paid  A$68,000  in
                  insurance  premiums.  In November  2004,  we appointed a Chief
                  Operating  Officer and we paid his salary  totalling  A$82,800
                  (US$63,100).  Prior to that date, the current Chief  Operating
                  Officer had provided  consulting  services and we had paid him
                  A$51,100  (US$39,000).  In  addition,  we have  paid  A$35,700
                  (US$27,200)  to  Cannacord  who have  agreed  to  sponsor  our
                  listing on Toronto Venture Exchange.

         v)       A decrease  in stock based  compensation  from  A$377,000  for
                  fiscal  2005  to  A$191,000   (US$139,000)  for  fiscal  2006.
                  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,
                  2005,  333,334 vested on January 27, 2006 and the balance vest
                  on July  27,  2006.  If the  additional  500,000  options  are
                  granted,  they will vest  250,000  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

         The Company  has  accounted  for all options  issued in 2004 based upon
         their fair market value using the Black Scholes  pricing  model.  There
         were no employee  stock options  issued by the Company prior to 2004 or
         in 2005 or 2006.

         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 amortised into operations over the vesting period.  For fiscal 2006,
         the amortization amounted to A$191,000 (US$139,500).

         Accordingly,  the loss from operations  decreased from  A$2,603,000 for
the year ended June 30, 2005 to A$1,312,000 (US$958,000) for the year ended June
30, 2006.

         The net loss amounted to  A$1,328,000  (US$970,000)  for the year ended
June 30, 2006 compared to a net loss of A$2,600,000 for the year ending June 30,
2005.  The net loss per common  equivalent  share in 2006 was  A$0.07  (US$0.05)
compared with a net loss with a common  equivalent  share price of A$0.16 in the
prior year.

LIQUIDITY AND CAPITAL RESOURCES

         For the fiscal year 2006,  net cash used in  operating  activities  was
A$1,079,000 (US$788,000) primarily consisting of amounts spent on exploration of
A$352,000 (US$257,000), and administration A$665,000 (US$486,000), a decrease in
receivables  of A$93,000  (US$68,000),  and  prepayments  and  deposits  for the
exploration  programme of A$28,000  (US$20,000),  a decrease in accounts payable
and accrued  expenses of A$76,000  (US$55,000);  net cash  provided by financing
activities was A$3,093,000  (US$2,258,000)  being proceeds from sale of warrants
A$2,065,000  (US$1,508,000)  and long-term  loans from affiliates of A$1,028,000
(US$750,000).

                                       26


         Effective as of June 9, 2006,  Golden River  Resources,  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  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 (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 A$0.20  (US$0.1542)  to be exercisable  until
April 30, 2011.

         The  Company  has agreed to prepare  and file with the  Securities  and
Exchange  Commission a registration  statement covering the resale of the shares
of Common Stock issuable upon exercise of the Special Warrants and the Warrants.
The  Company  is  required  to prepare  and file with the SEC within  sixty (60)
calendar  days after the Closing  Date (the "FILING  DEADLINE")  a  registration
statement at the sole expense of the Company,  in respect of the Subscriber,  so
as to permit a public  offering and resale of the Common Stock  acquirable  upon
conversion of the Special Warrants, the Common Stock acquirable upon exercise of
the Warrants and the Common Stock issued as  Liquidated  Damages  (collectively,
the  "REGISTRABLE  SECURITIES")  in the United  States under the 1933 Act by the
Subscriber as selling stockholder and not as underwriter. Golden River shall use
its best efforts to cause such  Registration  Statement  to become  effective as
soon as possible  thereafter,  and within the earlier of: (i) one hundred twenty
(120) calendar days after the Closing Date (one hundred and fifty (150) calendar
days in the event the SEC shall elect to review the Registration Statement),  or
(ii) five (5)  calendar  days of the SEC  clearance to request  acceleration  of
effectiveness  (the  "EFFECTIVENESS  Deadline").  The Company agreed that in the
event that the  Registration  Statement  to be filed by the Company is not filed
with  the SEC on or  before  the  Filing  Deadline,  or (ii)  such  Registration
Statement  is not declared  effective by the SEC on or before the  Effectiveness
Deadline,  then the  Company  shall (x) for the period  commencing  on the sixty
first  (61st)  day after  the  Closing  Date and on the first day of each  month
thereafter until the date that the  Registration  Statement is filed and (y) for
the period  commencing  on the one hundred  twenty  first  (121st) day after the
Closing Date (the one hundred  fifty first (151st) day after the Closing Date in
the event the SEC shall elect to review the Registration  Statement) the Company
will pay to the  Subscriber as liquidated  damages and not as a penalty for such
failure (the  "LIQUIDATED  DAMAGES"):  on the first day of each month thereafter
until the Registration  Statement is declared effective by the SEC either: (A) a
cash payment  equal to 2% of the Purchase  Price or (B) at the sole  election of
the  Subscriber,  shares of Common  Stock equal to 2% of the number of shares of
Common Stock purchased by the Subscriber.

         Once such registration statement has been filed and declared effective,
the Company is obligated to keep such registration statement effective until the
earlier of (i) the date that all of the  Registrable  Securities  have been sold
pursuant to such registration  statement,  (ii) all Registrable  Securities have
been  otherwise  transferred  to  persons  who may  trade  such  shares  without
restriction  under the  Securities  Act,  and the  Company  has  delivered a new
certificate  or other  evidence of ownership for such  securities  not bearing a
restrictive legend, or (iii) all Registrable Securities may be sold at any time,
without  volume or manner of sale  limitations  pursuant  to Rule  144(k) or any
similar  provision then in effect under the Securities Act; or (iv) 2 years from
the effective date.

         The  Company  met the Filing  Deadline.  The SEC  elected to review the
Registration Statement and accordingly the Company has until November 9, 2006 to
have the Registration Statement declared effective otherwise the Company will be
required to pay Liquidated  Damages.  The Liquidated Damages are at the election
of the  Subscriber and if the  Subscriber  elects a cash payment,  the amount is
equal to A$40,000  per month or if the  Subscriber  elects to receive  shares of
Common Stock, the amount is equal to 633,400 shares of Common Stock per month.

         Management  of the  Company  believe  that the  Company  will  meet the
Effectiveness Deadline, as to which there can be no assurance.

         As of  June  30,  2006  we  had  short-term  obligations  of  A$542,000
(US$396,000) consisting mainly of accounts payable and accrued expenses.

         We have  A$2,016,000  (US$1,472,000)  in cash at June 30, 2006.  We are
investigating  the  possibility of raising cash flow through money in Canada for
exploration  purposes. We have lodged an application with TSX-V to dual list our
shares of common stock on TSX-V.  Cannacord Capital Corporation,  have agreed to
act as sponsor for the  listing and may offer to act as agent on a  commercially
reasonably basis,  following a successful listing, to assist us in raising up to
CDN$3  million  in  flow  through  financing  to  assist  us  with  funding  our
operations.

         During fiscal 2004 and 2005, we undertook a field  exploration  program
on our  Committee  Bay and Slave  Properties.  In relation to the  Committee Bay
Properties, this was more than the minimum required expenditure and as a result,
we do not have a legal  obligation  to undertake  further  exploration  on those
properties  during their life.  However our properties are  prospective for gold
and other minerals. We undertook further exploration in August 2006 (which falls
in fiscal 2007) on the Slave  Properties and a summary of the results is set out
in Item 1  "Description  of Business - Recent  Exploration".  The budget for the
August 2006 exploration program was approximately  US$300,000 and subject to the
results,  we may consider a drilling  program in early 2007.  At this stage,  we
have not prepared a budget for this drilling program. Our budget for general and
administration for fiscal 2007 is A$0.8 million. We are currently  investigating
capital raising opportunities which may be in the form of either equity or debt,
to provide funding for working capital purposes and future exploration programs.
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.

                                       27


         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.

CAUTIONARY "SAFE HARBOUR"  STATEMENT UNDER THE UNITED STATES PRIVATE  SECURITIES
LITIGATION REFORM ACT OF 1995.

         Certain  information  contained in this Form 10-KSB are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 ("the  Act"),  which  became law in December  1995.  In order to obtain the
benefits of the "safe harbor" provisions of the Act for any such forward-looking
statements,  we  wish to  caution  investors  and  prospective  investors  about
significant  factors which, among others, have in some cases affected our actual
results and are in the future likely to affect our actual results and cause them
to  differ   materially  from  those  expressed  in  any  such   forward-looking
statements.  This Form 10-KSB contains  forward-looking  statements  relating to
future financial results.  Actual results may differ as a result of factors over
which  we  have  no  control,  including,   without  limitation,  the  risks  of
exploration  and development  stage projects,  political risks of development in
foreign  countries,  risks  associated with  environmental  and other regulatory
matters,  mining  risks and  competitors,  the  volatility  of gold  prices  and
movements in foreign exchange rates.

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.

         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.

                                       28



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  Consolidated
Financial Statements which are attached hereto.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         At June 30, 2006, the Company had no outstanding  borrowings under Loan
Facilities.

ITEM 7.           FINANCIAL STATEMENTS

                  See F Pages

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE

                  None

ITEM 8A  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

                  Our principal  executive  officer and its principal  financial
         officer,  evaluated the  effectiveness  of our disclosure  controls and
         procedures as of the end of the period covered by this report. Based on
         that  evaluation,   such  principal  executive  officer  and  principal
         financial   officer   concluded  that,  our  disclosure   controls  and
         procedures as of the end of the period covered by this report have been
         designed  and  are  functioning   effectively  to  provide   reasonable
         assurance  that  the  information  required  to be  disclosed  by us in
         reports  filed under the  Securities  Exchange Act of 1934 is recorded,
         processed, summarized and reported within the time periods specified in
         the SEC's rules and forms.

(b) Change in Internal Control over Financial Reporting.

                  No change in our  internal  control over  financial  reporting
         occurred  during our most recent  fiscal  quarter  that has  materially
         affected,  or is reasonably  likely to  materially  affect our internal
         control over financial reporting.

(c) Other.

                  We believe that a controls system, no matter how well designed
         and operated, can not provide absolute assurance that the objectives of
         the controls  system are met, and no evaluation of controls can provide
         absolute  assurance that all control issues and instances of fraud,  if
         any, within a company have been detected.

                  In preparation  for the annual report of management  regarding
         our evaluation of our internal controls that is required to be included
         in our annual report for the year ended June 30, 2008 by Section 404 of
         the  Sarbanes-Oxley Act of 2002, we will need to assess the adequacy of
         our internal control,  remediate any weaknesses that may be identified,
         validate that controls are  functioning  as documented  and implement a
         continuous reporting and improvement process for internal controls.  We
         may discover  deficiencies  that require us to improve our  procedures,
         processes and systems in order to ensure that our internal controls are
         adequate  and  effective  and  that  we  are  in  compliance  with  the
         requirements  of  Section  404  of  the  Sarbanes-Oxley   Act.  If  the
         deficiencies  are not  adequately  addressed,  or if we are  unable  to
         complete all of our testing and any  remediation in time for compliance
         with the requirements of Section 404 of the  Sarbanes-Oxley Act and the
         SEC rules  under it, we would be unable to conclude  that our  internal
         controls   over   financial   reporting   are  designed  and  operating
         effectively,  which could adversely  affect our investor  confidence in
         our internal controls over financial reporting.



                                       29





                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         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.

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.


                                       30


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
2006,  our Board of Directors met four times.  The Board of Directors  also uses
resolutions  in writing to deal with certain  matters,  and during  fiscal 2006,
five resolutions in writing were signed by all Directors.

         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 twice during fiscal 2006 and the Chair of
the Audit  Committee met with the external  auditors on three  occasions  during
fiscal 2006 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 2006, the Remuneration Committee did not meet.

                                       31



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  2006 all such  filing  requirements  were  complied  with in a timely
manner by all Directors and executive officers

ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth the annual salary, bonuses and all other
compensation  awards and pay outs on account of our Chief Executive  Officer for
services  rendered to us during the fiscal years ended June 30,  2006,  2005 and
2004. No other executive  officer received more than US$100,000 per annum during
this period.

Summary Compensation Table


                                                  Annual Compensation               Long Term 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                   2006       $95,000(1)(2)         $19,281(3)       --          500,000(4)
                                       2005       $91,667(1)(2)         $18,935(3)       --          500,000(4)
                                       2004       $76,000(1)(2)         $16,484(3)       --               --
Craig Alford, Vice President
Exploration                            2006         CDN$120,000         CDN$13,750       --          150,000(7)
                                       2005         CDN$120,000          CDN$3,722       --          150,000(7)
Pini Althaus, Chief Operating
Officer (resigned April 2006)          2006           US$82,500                  --       --               --
                                       2005       US$110,000(5)                  --       --          250,000(6)


--------------------------------------------------------

8.       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.

9.       Excludes  options  granted  to  Edensor  of  which Mr JI  Gutnick  is a
         Director  and  Shareholder  (see  Item 13 - Certain  Relationships  and
         Related Party Transactions)

10.      Includes amounts paid by AXIS to an accumulation superannuation plan on
         behalf of Joseph Gutnick.

11.      Includes  166,667 options that vested upon grant,  166,667 options that
         vested on January 27, 2005 and 166,667  options that vested on July 27,
         2006.

12.      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.

13.      Includes 250,000 options that are vested.  Mr Althaus resigned on April
         4, 2006 and the options expired on July 4, 2006.

14.      Includes 150,000 options that are vested.

For  additional  information  about the  Service  Agreement  and the  Consulting
Agreement see "ITEM 1- BUSINESS- EMPLOYEES" and "ITEM 12- CERTAIN  RELATIONSHIPS
AND RELATED TRANSACTIONS".

                                       32


         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.


AGGREGATED  OPTION  EXERCISES  IN FISCAL  2006 AND FISCAL 2006  YEAR-END  OPTION
VALUES

The persons listed in the following table did not exercise any options in 2006.



                                             Number of Shares of Common
                                                 Stock Underlying           Value of Unexercised
                                                    Unexercised                 In-the-money
                                              Options At June 30, 2006   Options At June 30, 2006(1)
                   Name                     Exercisable   Unexercisable   Exercisable  Unexercisable
--------------------------------            -----------   -------------   -----------  -------------
                                                                                
Joseph Gutnick                                   333,334     166,666         US$55,333     US$27,666
Pini Althaus*                                    250,000       --            US$41,500             --
Craig Alford                                     150,000       --            US$24,900             --


(1)      Based on US$0.166 per share,  the June 30, 2006 closing price  reported
         on the OTC Bulletin Board.

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

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.

         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.

         Options to  purchase  the  following  shares of common  stock have been
issued (or agreed to be issued) as follows:-

NAME                              QUANTITY               EXERCISE PRICE
J. I. Gutnick                     500,000                    US$1.00
P.J. Lee                          250,000                    US$1.00
D S Tyrwhitt                       50,000                    US$1.00
P L Ehrlich *                      50,000                    US$1.00
P. Althaus **                     750,000                    US$1.00
C. Alford                         150,000                    US$1.00
E Flood                           150,000                    US$1.00

*        as a result of Mr. Ehrlich's resignation in September 2005, the options
         are relinguished.

**       tranche 1 of 250,000 options issued.  Mr. Althaus  resigned on April 4,
         2006 and the options expired on July 4, 2006.

                                       33


         None of the proposed  recipients  have  received  any stock  options or
other  equity  based forms of  compensation  from us for at least the last three
years.

         Other than the issue of these Options, there are no other current plans
or arrangements to grant any options under the 2004 Plan.

COMPENSATION PURSUANT TO PLANS

         The Company  does not have any  pension or profit  sharing  plans.  The
Company's  Vice  President  Exploration  and  temporary  staff  employed  in the
exploration  programme  in Canada  are  subject  to  Canadian  requirements  for
contributions  to pension plans. At June 30, 2006, the Company has an obligation
to pay A$13,570.  Contributions  to employee  benefit or health plans during the
year ended June 30, 2006 were A$8,528.

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,  2006,  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 be        Weighted Average      Equity Compensation Plans
                          Issued Upon Exercise of        Exercise Price of        (Excluding Securities
                            Outstanding Options         Outstanding Options      Reflected in Column (A)
Plan Category                       (A)                         (B)                        (C)
----------------------- ---------------------------- ----------------------------------------------------
                                                                        
Equity compensation
plans approved by
security holders                1,350,000(1)               US$1.00                 1,321,413((1)

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

   Total                        1,350,000(1)               US$1.00                 1,321,413(2)
------------------------- =========================                         ===========================


(1)      On July 4, 2006,  250,000 were cancelled  following the  resignation of
         the Chief Operating Officer. As a result, a further 250,000 options are
         available for future grants.

(2)      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.


                                       34




PRINCIPAL OFFICERS CONTRACTS

Craig Alford

         In April 2004 the Company  appointed Mr. Craig Alford as Vice President
Exploration.  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  on the  Committee  Bay  Greenstone  Belt and in the Slave Craton in
Nunavut,  Canada.  He will also be actively  involved in continuing Golden River
Resources'  strategy of acquiring high  potential,  early-stage  gold properties
worldwide.

         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.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS.

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



------------------------ --------------------------------- ------------------------ ---------------
TITLE OF                 NAME AND ADDRESS                  AMOUNT AND NATURE OF     PERCENTAGE
CLASS                    OF BENEFICIAL OWNER*              BENEFICIAL OWNER         OF CLASS
------------------------ --------------------------------- ------------------------ ---------------
                                                                           
Shares of common stock   Joseph and Stera Gutnick              41,200,224(2)(3)(4)       87.3
                                                                         (5)(6)(7)
------------------------ --------------------------------- ------------------------ ---------------
Shares of common stock   RAB Special Situations (Master)       31,670,000  (9)(13)       55.8
                         Fund Limited
                         1 Adam Street
                         London WC2N 6LE
                         United Kingdom
------------------------ --------------------------------- ------------------------ ---------------
Shares of common stock   David Stuart Tyrwhitt                     50,000(2)(3)(8)        **

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

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

------------------------ --------------------------------- ------------------------ ---------------
Shares of common stock   Craig Alford                             150,000  (3)(11)        **

------------------------ --------------------------------- ------------------------ ---------------
                         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%

                                       35


NOTES:

(3)      Based on 26,711,630 shares outstanding as of June 30, 2006.

(4)      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.

(5)      Does not include 2,500 shares of Common Stock beneficially owned by us.

(6)      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.

(7)      Includes  500,000 shares  issuable upon exercise of stock options owned
         by Mr. Gutnick.

(6)      Joseph Gutnick is the beneficial owner of 25,650 shares of Common Stock
         that are registered in his own name.

(7)      Joseph Gutnick and Stera Gutnick are husband and wife.

(8)      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.

(13)     RAB is organized under the laws of the Cayman Islands. Phillip Richards
         has sole  investment and voting  control over the  securities  owned by
         RAB.

                                       36


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We are one of five  affiliated  companies of which four are  Australian
public companies listed on Australian Stock Exchange. 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
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 ourselves  upon 60
days prior notice.  If the Service  Agreement is terminated by AXIS, we would be
required  to  independently  provide,  or  to  seek  an  alternative  source  of
providing,  the services  currently  provided by AXIS. There can be no assurance
that we could  independently  provide  or find a third  party to  provide  these
services  on a  cost-effective  basis  or that  any  transition  from  receiving
services under the Service  Agreement will not have a material adverse effect on
us. Our  inability to provide such  services or to find a third party to provide
such services may have a material adverse effect on our operations.

         In accordance with the Service Agreement AXIS provides the Company with
the  services  of our Chief  Executive  Officer,  Chief  Financial  Officer  and
clerical employees, as well as office facilities, equipment,  administrative and
clerical  services.  We pay AXIS for the actual costs of such  facilities plus a
maximum service fee of 15%. The Company paid AXIS A$825,939  (being A$529,175 in
respect to the current  year and  A$296,764  being the amount  owing at June 30,
2005) in respect of the  Service  Agreement  for the fiscal  year ended June 30,
2006 and  A$487,535  (being  A$383,535  in respect to the 2005 and  A$104,000 in
respect to the 2004 year) in respect  of the  Service  Agreement  for the fiscal
year ended June 30, 2005.

         During 2006,  AXIS loaned the Company  A$108,000 and  A$249,500  during
2005.  At June 30, 2005 and 2006,  the Company owed AXIS  A$296,764 and A$20,450
respectively  for services  provided in accordance  with the Service  Agreement.
During fiscal 2005 and 2006, AXIS  Consultants  charged interest of A$13,879 and
A$21,019  respectively  on  outstanding  balances.  AXIS charged  interest rates
between  10.60% and 10.85% for fiscal 2005 and 9.35% for fiscal 2006. The amount
owing to AXIS at June 30, 2006 is included within  accounts  payable and accrued
expenses.

         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 2006  fiscal  year,  Wilzed  loaned  A$1,241,836  and charged
A$83,243 in interest and we repaid $550.  Wilzed charged  interest during fiscal
2006 at the rate of 9.35%.  In May,  2006,  we  agreed  to issue to Fast  Knight
Nominees  up to 10 million  shares of common  stock at an issue  price of A$0.20
(US$0.1542)  and 20 million  options with an exercise  price of A$0.20 per share
with a latest  expiry date of April 30,  2011,  as  repayment  of A$2 million in
loans from Wilzed to the Company. Wilzed agreed to accept the shares and options
as satisfaction of the loan and instructed us to issue the shares and options to
Fast Knight Nominees, a company that is also associated with Mr. Gutnick.

                                       37


         Mr Joseph  Gutnick,  the  President  of the  Company,  advanced  us the
initial  deposit  to open a US  Dollar  bank  account.  The  amount  of  A$1,329
(US$1,000) was repaid in July, 2006.

         Kerisridge Pty Ltd, a company  associated  with our  President,  Mr J I
Gutnick,  loaned us  A$2,273,186  in March 2004 for the purpose of repaying  our
long term debt. On March 31, 2004,  Kerisridge agreed to convert all of the debt
we owed to it into common stock and warrants in us. We issued  1,753,984  shares
of common stock and 1,753,984 warrants exercisable at US$1.30 and at any time up
to  March  31,  2006  in full  repayment  of the  amount  owing  to  Kerisridge.
Kerisridge did not exercise the warrants prior to the expiry date.

TRANSACTIONS WITH MANAGEMENT.

         We have a policy  that we will not enter into any  transaction  with an
Officer,  Director or affiliate of us or any member of their families unless the
transaction  is  approved  by  a  majority  of  our  disinterested  non-employee
Directors  and the  disinterested  majority  determines  that  the  terms of the
transaction  are  no  less  favourable  to us  than  the  terms  available  from
non-affiliated  third  parties or are  otherwise  deemed to be fair to us at the
time authorised.


                                       38





                                     PART IV

ITEM 13.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K


(A)      CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO.

         The Consolidated  Financial  Statements and Notes thereto listed on the
         Index at page 58 of this  Annual  Report on Form  10-KSB are filed as a
         part of this Annual Report.


(B)      EXHIBITS

                  The  Exhibits to this Annual  Report on Form 10-KSB are listed
in the Exhibit Index at page 45 of this Annual Report.

(C)      FORM 8-K

         Not Applicable

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

         The  following  table  shows the audit  fees we were  billed by PKF for
fiscal 2006 and 2005.

                              2006                 2005
                              ----                 ----

Audit fees                A$45,494             A$52,061
Audit related fees*         13,697                4,308
Tax fees                         -                    -
                      ------------           ----------

Total                     A$59,191             A$56,369
                      ============           ==========

*  in  2006  the  audit-related  services  relate  to  work  on  the  Form  SB-2
Registration  Statement and in 2005 the audit-related services relate to work on
the proposed listing on Toronto Venture Exchange.

         Audit  fees  were for the  audit of our  annual  financial  statements,
review of financial  statements  included in our 10-QSB/10-Q  quarterly reports,
and services that are normally  provided by  independent  auditors in connection
with our other  filings with the SEC.  This  category  also  includes  advice on
accounting  matters that arose during, or as a result of, the audit or review of
our interim financial statements.

         As part of its  duties,  our  Audit  Committee  pre-approves  audit and
non-audit services performed by our independent auditors in order to assure that
the provision of such services does not impair the auditors'  independence.  Our
Audit  Committee  does  not  delegate  to  management  its  responsibilities  to
pre-approve services performed by our independent auditors.



                                       39





                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the Registrant has caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorised.


                       GOLDEN RIVER RESOURCES CORPORATION.

                                    (Registrant)

                                           /s/  Peter J Lee
                                    By:   ............................
                                             Peter J Lee
                                             Director, Secretary,
                                             Chief Financial Officer
                                             and Principal Financial
                                             and Accounting Officer



Dated: September 27, 2006




                                       40




                           FORM 10-KSB SIGNATURE PAGE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this Report has been signed below by the following persons in the capacities and
on the dates indicated.


                                                                           

SIGNATURE                                   TITLE                                 DATE
---------                                   -----                                 ----
1.       /s/ Joseph Gutnick                Chairman of the BOARd,
         ------------------                Officer (Principal Executive
         Joseph Gutnick                    Officer), and Director.          September 27, 2006
         President and Chief Executive



2.       /s/ David Tyrwhitt                Director.                        September 27, 2006
         ------------------
         David Tyrwhitt



3.       /s/ Peter Lee                      Director, Secretary,
         ------------------                 Chief Financial Officer and
         Peter Lee                          Principal Financial and
                                            Accounting Officer.             September 27, 2006

4.       /s/ Mordechai Gutnick              Director                        September 27, 2006
         ---------------------
         Mordechai Gutnick



                                       41





                                  EXHIBIT INDEX



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
(4)         99.3               4.1         Warrant to purchase 1,670,000 shares of common stock
(4)         99.4               4.2         Warrant to purchase 1,783,984 shares of common stock
(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       10.10       Subscription  Agreement with RAB Special  Solutions  (Master)
                                           Fund Limited
(10)        Exhibit 99.3       10.11       Special Warrant
(10)        Exhibit 99.4       10.12       Warrant
            *                  21          List of Subsidiaries as at June 30, 2006.
            *                  31.1        Certification  pursuant to 18 U.S.C.  Section 1350 as adopted
                                           pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 by
                                           Peter James Lee.
            *                  31.2        Certification  pursuant to 18 U.S.C.  Section 1350 as adopted
                                           pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 by
                                           Joseph Isaac Gutnick.
            *                  32.1        Certification  pursuant to 18 U.S.C.  Section 1350 as adopted
                                           pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 by
                                           Joseph Issac Gutnick.
            *                  32.2        Certification  pursuant to 18 U.S.C.  Section 1350 as adopted
                                           pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 by
                                           Peter James Lee


         *Filed herewith



                                       42





         FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2005 AND 2006.
         Golden River Resources Corporation
         Audited  Consolidated  Financial  Statements  for the  Company  and its
         Subsidiaries for the year ended June 30, 2005 and Audited  Consolidated
         Financial Statements for the Company for the year ended June 30, 2006.


(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.

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

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

(10) Registrant's Annual Report on Form 10-KSB for the year ended June 30, 2006.
(11)  Registrant's  Quarterly  Report on Form 10-OSB for the quarter ended March
31, 2006. (12) Registrant's Current Report on Form 8-K filed on June 15, 2006.


                                       43



                                   EXHIBIT 21


                    LIST OF SUBSIDIARIES AS AT JUNE 30, 2006

      EACH OF THE FOLLOWING SUBSIDIARIES IS WHOLLY-OWNED BY THE REGISTRANT.


                               Baynex.com Pty Ltd
                           (incorporated in Australia)

                          Bay Resources (Asia) Pty Ltd
                           (incorporated in Australia)

                        Golden Bull Resources Corporation
                            (incorporated in Canada)



                                                                    EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter James Lee, Chief Financial Officer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Golden River Resources
     Corporation. (the "registrant");

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and have:

     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision  to  ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

     c)   disclosed  in  this  annual  report  any  change  in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's  most recent  fiscal  quarter  (the  registrant's  fourth
          fiscal  quarter in the case of an annual  report) that has  materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: September 27, 2006

                         /s/ Peter Lee
                         -----------------------------
                         Name:    Peter Lee
                         Title: Director, Secretary and
                         Chief Financial Officer
                         (Principal Financial Officer)



                                                                    EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Isaac Gutnick, Chief Executive Officer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Golden River Resources
     Corporation. (the "registrant");

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and have:

     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision  to  ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

     c)   disclosed  in  this  annual  report  any  change  in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's  most recent  fiscal  quarter  (the  registrant's  fourth
          fiscal  quarter in the case of an annual  report) that has  materially
          affected,   or  is  reasonably  likely  to  materially   affect,   the
          registrant's internal control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     (a)  all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date: September 27, 2006

                          /s/ Joseph I. Gutnick
                          -------------------------------------
                          Name:  Joseph I. Gutnick
                          Title:   Chairman of the Board,
                          President and Chief Executive Officer
                          (Principal Executive Officer)





                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In  connection  with the annual  report on Form 10-KSB of Golden  River
Resources  Corporation.  (the "Company") for the fiscal year ended June 30, 2006
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"report"), the undersigned, Joseph Isaac Gutnick, Chief Executive Officer of the
Company,  certifies  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 that:

     (1)  The report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.


Date:  September 27, 2006

                                        /s/ Joseph Isaac Gutnick
                                        ------------------------
                                        Joseph Isaac Gutnick
                                        Chairman of the Board, President and
                                        Chief Executive Officer
                                        (Principal Executive Officer)





                                                                    EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In  connection  with the annual  report on Form 10-KSB of Golden  River
Resources  Corporation.  (the "Company") for the fiscal year ended June 30, 2006
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"report"),  the  undersigned,  Peter James Lee, Chief  Financial  Officer of the
Company,  certifies  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 that:

     (1)  The report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.


Date:  September 27, 2006


                                         /s/ Peter James Lee
                                         ----------------------------
                                         Peter James Lee
                                         Director, Secretary and
                                         Chief Financial Officer
                                         (Principal Financial Officer)






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


                        Consolidated Financial Statements

                             June 30, 2006 and 2005

         (with Report of Independent Registered Public Accounting Firm)





CONTENTS


                                                                    Page



Report of Independent Registered Public Accounting Firm              F-2
Consolidated Balance Sheet                                           F-3
Consolidated Statements of Operations                                F-4
Consolidated Statements of Stockholders' Equity (Deficit)            F-5
Consolidated Statements of Cash Flows                                F-6

Notes to Consolidated Financial Statements                    F-7 - F-15






             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
Golden River Resources Corporation.

We have  audited the  accompanying  consolidated  balance  sheet of Golden River
Resources  Corporation.  and Subsidiaries  (An Exploration  Stage Company) as of
June  30,  2006,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity and cash flows for the years  ended June 30, 2006 and 2005
and  the  cumulative   period  from  July  1,  2002  (inception  of  exploration
activities)   through  June  30,  2006.  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, 2006, and the results of its
operations and its cash flows for the years ended June 30, 2006 and 2005 and the
cumulative  period  from  July 1, 2002  (inception  of  exploration  activities)
through  June  30,  2006 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, 2006 the Company had not yet commenced revenue producing  operations and had
a retained  deficit of  A$32,734,000  (US$23,899,000).  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 11, 2006          Certified Public Accountants
                            A Professional Corporation

                                      F-2







               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                           Consolidated Balance Sheet
                                  June 30, 2006

                                                                   Convenience
                                                                   Translation
                                                                      US$000's
                                                                          2006
                                                         A$000's
                                                          2006
ASSETS

Current Assets:
Cash                                                       2,016         1,471
Receivables                                                   33            25
Prepayments and Deposits                                      54            40
                                                         -------       -------
Total Current Assets                                       2,103         1,536
                                                         -------       -------

Non Current Assets:
Property and Equipment, net                                   10             7
                                                         -------       -------
Total Non Current Assets                                      10             7
                                                         -------       -------

Total Assets                                               2,113         1,543
                                                         =======       =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable and Accrued Expenses                        541           395
Short-Term Affiliate                                           1             1
                                                         -------       -------
Total Current Liabilities                                    542           396
                                                         -------       -------
Total Liabilities                                            542           396
                                                         -------       -------

Commitments and Contingencies (note 7)
Stockholders' Equity:
Common stock: $.0001 par value
100,000,000 shares authorised,
26,714,130 shares issued                                       3             2
Less Treasury Stock, at Cost, 2,500 shares                   (20)          (15)
Additional Paid-in-Capital                                34,333        25,157
Other Comprehensive loss                                     (11)           (8)
Retained Deficit during exploration stage                 (6,332)       (4,623)
Retained Deficit prior to exploration                    (26,402)      (19,276)
                                                         -------       -------
Total Stockholders' Equity                                 1,571         1,147
                                                         -------       -------

Total Liabilities and Stockholders' Equity                 2,113         1,543
                                                         =======       =======


See Notes to Financial Statements


                                      F-3




               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Operations
                   For the years ended June 30, 2005 and 2006
                   and for the cumulative period July 1, 2002
             (inception of exploration activities) to June 30, 2006



                                                                                                Convenience    July 1, 2002
                                                                                                Translation     to June 30,
                                                               A$000's           A$000's           US$000's            2006
                                                                  2005              2006               2006         A$000'S
                                                                  ----              ----               ----         -------

REVENUES                                                            $-                $-                 $-              $-
                                                         -------------- ----------------- ------------------ ---------------

Cost and expenses

                                                                                                            
Stock Based Compensation                                           377               191                139             568
Exploration Expenditure                                          1,277               236                172           2,662
Loss on disposal of equipment                                        -                 1                  1               1
Interest Expense net                                                44               113                 83             412
Legal, Accounting and Professional                                 189               124                 91             487
Administrative                                                     716               647                472           2,189
                                                         -------------- ----------------- ------------------ ---------------
                                                                 2,603             1,312                958           6,319
                                                         -------------- ----------------- ------------------ ---------------
(Loss) from Operations                                          (2,603)           (1,312)              (958)         (6,319)
Foreign Currency Exchange Gain (Loss)                                3               (16)               (12)            (13)
                                                         -------------- ----------------- ------------------ ---------------
(Loss) before Income Tax                                        (2,600)           (1,328)              (970)         (6,332)
Provision for Income Tax                                             -                 -                  -               -
                                                         -------------- ----------------- ------------------ ---------------
Net (Loss)                                                      (2,600)           (1,328)              (970)         (6,332)
                                                         ============== ================= ================== ===============
Basic net (Loss) per Common Equivalent Shares                  $(0.16)             (0.07)             (0.05)          (0.50)
                                                         ============== ================= ================== ===============
Weighted Number of Common Equivalent
Shares Outstanding (000's)                                      16,714            18,194             18,194          12,665
                                                         ============== ================= ================== ===============

See Notes to Financial Statements




                                      F-4




               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
                             June 30, 2005 and 2006
                   and for the cumulative period July 1, 2002
             (inception of exploration activities) to June 30, 2006



                                     Common   Treasury  Additional   Retained      Retained  Deferred     Other
                                     Stock    Stock, at  Paid-in     Earnings      Earnings  Compen-      Compre-
                          Shares     Amount      Cost    Capital     (Deficit)    (Deficit)  sation       hensive     Total
                                                                    (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'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        1,754         -           -     2,273            -            -         -          -     2,273
shares and warrants in
lieu of debt repayment

Sale of 1,670,000 shares     1,670         -           -     2,253            -            -         -          -     2,253
and warrants

Issuance of 6,943,057        6,943         1           -       (1)            -            -         -          -         -
shares on cashless
exercise of options

Net unrealised loss on           -         -           -         -            -            -         -        (9)        (9)
foreign exchange

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            -         -           -       575            -            -     (575)           -        -
options under 2004 stock
option plan

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

Net unrealised gain on           -         -           -         -            -            -         -           6        6
foreign exchange

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)

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

Issuance of 10,000,000
shares and 20,000,000
options in lieu of debt
repayment                   10,000         1           -     1,999            -            -         -          -     2,000

Sale of 20,000,000               -         -           -       997            -            -         -          -       997
normal warrants

Sale of 10,000,000               -         -           -     1,069            -            -         -          -     1,069
special warrants

Amortisation of                  -         -           -       191            -            -         -          -       191
1,400,000 options under
2004 stock option plan

Net unrealised loss on           -         -           -         -            -            -         -        (8)        (8)
foreign exchange

Net (loss)                       -         -           -         -      (1,328)            -         -          -    (1,328)
                           ---------------------------------------------------------------------------------------------------

Balance June 30, 2006       26,714        $3       $(20)   $34,333     $(6,332)    $(26,402)       $ -      $(11)    $1,571
                           ---------------------------------------------------------------------------------------------------


See Notes to Financial Statements



                                      F-5



               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                      Consolidated Statements of Cash Flows
                   For the Years Ended June 30, 2005 and 2006
                   and for the cumulative period July 1, 2002
             (inception of exploration activities) to June 30, 2006




                                                                                     Convenience  July 1, 2002
                                                                                     Translation   to June 30,
                                                              A$000's       A$000's     US$000's          2006
                                                                 2005          2006         2006       A$000'S
                                                                 ----          ----         ----       -------
CASH FLOWS FROM OPERATING ACTIVITIES
                                                                                           
Net (Loss)                                                  $(2,600)        (1,328)         (970)      (6,332)
Adjustments to reconcile net (loss) to net cash (used) in
operating activities:
Foreign Exchange                                                   6             4             3            1
Depreciation of plant and equipment                                9             8             6           18
Stock based compensation                                         377           191           139          568
Accrued interest added to principal                               50             -             -          184
Net Change In :
Receivables                                                      (39)           93            68          (33)
Staking Deposit                                                    -             -             -           23
Prepayments and Deposits                                         159            28            20          (54)
Accounts Payable and Accrued Expenses                            110           (76)          (55)          80
Short-Term Advance - Affiliates                                 (104)            1             1          (35)
                                                            ---------- ------------- ------------ -------------


Net Cash used in Operating Activities                         (2,032)       (1,079)         (788)      (5,580)
                                                            ---------- ------------- ------------ -------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of Property and Equipment                                (6)             -            -          (27)
                                                            ---------- ------------- ------------ -------------
Net Cash used in Investing Activities                             (6)             -            -          (27)
                                                            ---------- ------------- ------------ -------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Net borrowing (repayments) from Affiliates                       922         1,028           750        1,031
Sale of Warrants (net)                                             -         2,065         1,508        4,318
Proceeds from loan payable                                         -             -             -        2,273
                                                            ---------- ------------- ------------ -------------

Net Cash Provided by Financing Activities                        922         3,093         2,258        7,622
                                                            ---------- ------------- ------------ -------------

Net Increase (Decrease) in Cash                               (1,116)        2,014         1,470        2,015
Cash at Beginning of Year                                      1,118             2             1            1
                                                            ---------- ------------- ------------ -------------
Cash at End of Year                                                2         2,016         1,471        2,016
                                                            ========== ============= ============ =============

Supplemental Disclosures
Interest Paid                                                      -           104            76          359

NON CASH FINANCING ACTIVITY
Debt repaid through issuance of shares                             -         2,000         1,460        4,273
Stock Options recorded as Deferred Compensation
                                                                $575             -             -          575


See Notes to Financial Statements

                                      F-6



               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2006 and 2005

(1) ORGANIZATION AND BUSINESS

                Golden River Resources Corporation. ("Golden River Resources" or
       the "Company") is  incorporated  in the State of Delaware.  The principal
       shareholders  of Golden  River  Resources  are Joseph and Stera  Gutnick,
       Australian  residents who own 79.36% of Golden River Resources as of June
       30, 2006.  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 May 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
       on the Committee Bay Properties 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.

                The Company's ability to continue operations through fiscal 2007
       is dependent upon future funding from 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 that funding to
       commence  exploration  activity  in Canada and  A$2,065,000  in June 2006
       through  the  issuance  of normal and  special  warrants  under a private
       placement  and will use the funds to  continue  exploration  activity  in
       Canada and for working capital purposes.

(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.



                                      F-7





               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2006 and 2005

(2) RECENT ACCOUNTING PRONOUNCEMENTS (continued)

                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  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



                                      F-8





               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2006 and 2005

(2) RECENT ACCOUNTING PRONOUNCEMENTS (continued)

       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  correction  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`s  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.

       (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  2006 and  2005  amounted  to
               (A$8,000) and A$6,000, respectively.  Accordingly,  comprehensive
               loss for the  years  ended  June 30,  2006 and 2005  amounted  to
               A$1,328,000 and A$2,594,000, respectively.



                                      F-9





               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2006 and 2005

(3) ACCOUNTING POLICIES (continued)

        (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, 2006
                amounted to A$15,261  (2005  A$2,654) and A$7,925  (2005 $1,602)
                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.

(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.
                Contributions  to employee  benefit or health  plans  during the
                year ended June 30, 2006 were A$8,528.

(l) Concentrations of credit risk

                The Company  monitors its position  with, and the credit quality
                of, the financial institution it invests with. As of the balance
                sheet date,  and  periodically  throughout the year, the Company
                has maintained  balances in various operating accounts in excess
                of federally insured limits.



                                      F-10




              GOLDEN RIVER RESOURCES CORPORATION. AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2006 and 2005

(3) ACCOUNTING POLICIES (continued)

(m) Convenience Translation to US$

                The  consolidated  financial  statements  as of and for the year
                ended June 30,  2006 have been  translated  into  United  States
                dollars  using the rate of exchange of the United  States dollar
                at June 30, 2006  (A$1.00=US$0.7301).  The  translation was made
                solely for the convenience of readers in the United States.

(n)      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.

(o)      Comparative Figures

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


(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).

 (5)   SHORT-TERM ADVANCE - AFFILIATE


                                                                             
                                                                                              A$000's
                                                                                                2006
                                                                                                ----
        Short-term advance from Joseph Gutnick, President of Golden River
        Resources.                                                                                 1
                                                                                 --------------------


(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 accounts payable and accrued liabilities at June 30,
       2006 was A$20,450 due to AXIS, an  affiliated  management  company.  This
       entity is affiliated through common management and ownership. The Company
       paid AXIS A$825,939  (being  A$529,175 in respect to the current year and
       A$296,764  being the  amount  owing at June 30,  2005) in  respect of the
       Service  Agreement  for the fiscal year ended June 30, 2006 and A$487,535
       (being  A$383,535 in respect to the current year and A$104,000 in respect
       to prior years) in respect of the Service  Agreement  for the fiscal year
       ended June 30, 2005.  During 2006, AXIS loaned the Company  A$108,000 and
       A$249,500  during 2005. At June 30, 2005 and 2006,  the Company owed AXIS
       A$296,764 and A$20,450  respectively for services  provided in accordance
       with the Service Agreement. During fiscal 2005 and 2006, AXIS Consultants
       charged  interest of A$13,879 and A$21,019  respectively  on  outstanding
       balances.  AXIS charged  interest at rates between  10.60% and 10.85% for
       fiscal 2005 and at 9.35% for fiscal 2006.

                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, 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


                                      F-11





               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2006 and 2005

(6) AFFILIATE TRANSACTIONS (continued)

       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 and we repaid $396.  At June
       30, 2005, the Company owed Wilzed A$675,472. During the 2006 fiscal year,
       Wilzed loaned  A$1,241,836 and charged A$83,243 in interest and we repaid
       $550.  In May 2006,  the Company  announced the issue of up to 10,000,000
       shares  of  common  stock at an issue  price of  A$0.20  (US$0.1542)  and
       20,000,000 options with an exercise price of A$0.20 (US$0.1542) per share
       and a  latest  exercise  date  of  April  30,  2011 as  repayment  of the
       outstanding  balance of  A$2,000,000.  Wilzed agreed to accept the shares
       and options as  satisfaction  of the loan and  instructed us to issue the
       shares  and  options  to Fast  Knight  Nominees,  a company  that is also
       associated  with Mr Gutnick.  Wilzed  charged  interest at rates  between
       9.10% and 9.35% for fiscal 2005,  and at 9.35% for fiscal  2006.  At June
       30, 2006, the amount owned by the Company to Wilzed was nil.

                Mr Joseph  Gutnick,  the  President of the Company  advanced the
       Company the initial  deposit on opening of a US Dollar bank account.  The
       amount of A$1,329 (US$1,000) was repaid in July 2006.

                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 was 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$104,000 and A$45,000 in fiscal 2006
       and 2005, 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-12





               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2006 and 2005

(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$22.6  million as of June 30,  2006 which will expire in
       the years 2007 through 2025. 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.  The valuation
       allowance did not change being US$7.5 million at June 30, 2005 and US$7.5
       million at June 30, 2006

(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  10. 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.

                In May 2006,  the  Company  issued  10,000,000  shares of common
       stock at an issue price of A$0.20  (US$0.1542)  and  20,000,000  warrants
       with an exercise price of A$0.20  (US$0.1542)  and a latest exercise date
       of April 30, 2011 as repayment of a debt of  A$2,000,000 to an affiliated
       entity.

                In June 2006,  the  Company  raised  US$1,542,000  (A$2,065,499)
       through a private  placement of 20,000,000 normal warrants and 10,000,000
       special warrants. The normal warrants have a time to expiry date of April
       30,  2011  and an  exercise  price of  US$0.1542  (A$0.20).  The  special
       warrants  can be  exercised  any  time  up to June 9,  2016  without  any
       consideration,  at which  time all  special  warrants  that have not been
       exercised  will  automatically  convert into shares of common stock.  The
       Company is required to file a Registration Statement with the SEC for the
       20,000,000 normal warrants and 10,000,000  special warrants.  The Company
       is required to prepare and file with the SEC within  sixty (60)  calendar
       days  after the  Closing  Date (the  "FILING  DEADLINE")  a  registration
       statement  at  the  sole  expense  of  the  Company,  in  respect  of the
       Subscriber,  so as to permit a public  offering  and resale of the Common
       Stock  acquirable  upon  conversion of the Special  Warrants,  the Common
       Stock  acquirable  upon  exercise of the  Warrants  and the Common  Stock
       issued as Liquidated Damages (collectively, the "REGISTRABLE SECURITIES")
       in the  United  States  under the 1933 Act by the  Subscriber  as selling
       stockholder  and not as  underwriter.  Golden  River  shall  use its best
       efforts to cause such Registration  Statement to become effective as soon
       as possible thereafter, and within the earlier of: (i) one hundred twenty
       (120)  calendar  days after the Closing Date (one hundred and fifty (150)
       calendar days in the event the SEC shall elect to review the Registration
       Statement),  or (ii)  five  (5)  calendar  days of the SEC  clearance  to
       request acceleration of effectiveness (the "EFFECTIVENESS DEADLINE"). The
       Company  agreed that in the event that the  Registration  Statement to be
       filed by the  Company  is not filed  with the SEC on or before the Filing
       Deadline,  or (ii) such Registration  Statement is not declared effective
       by the SEC on or before  the  Effectiveness  Deadline,  then the  Company
       shall (x) for the period  commencing  on the sixty first (61st) day after
       the Closing Date and on the first day of each month  thereafter until the
       date that the  Registration  Statement  is filed  and (y) for the  period
       commencing on the one hundred  twenty first (121st) day after the Closing
       Date (the one hundred  fifty first  (151st) day after the Closing Date in
       the event the SEC shall elect to review the  Registration  Statement) the
       Company will pay to the  Subscriber  as  liquidated  damages and not as a
       penalty for such failure (the "LIQUIDATED DAMAGES"): on the first day of



                                      F-13





               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2006 and 2005

(9) STOCKHOLDERS EQUITY (continued)

       each  month  thereafter  until the  Registration  Statement  is  declared
       effective  by the  SEC  either:  (A) a cash  payment  equal  to 2% of the
       Purchase Price or (B) at the sole election of the  Subscriber,  shares of
       Common  Stock  equal  to 2% of the  number  of  shares  of  Common  Stock
       purchased by the Subscriber.

                Once such  registration  statement  has been filed and  declared
       effective,  the Company is obligated to keep such registration  statement
       effective  until the earlier of (i) the date that all of the  Registrable
       Securities have been sold pursuant to such registration  statement,  (ii)
       all Registrable Securities have been otherwise transferred to persons who
       may trade such shares without  restriction  under the Securities Act, and
       the  Company  has  delivered  a new  certificate  or  other  evidence  of
       ownership for such securities not bearing a restrictive  legend, or (iii)
       all  Registrable  Securities  may be sold at any time,  without volume or
       manner  of sale  limitations  pursuant  to  Rule  144(k)  or any  similar
       provision then in effect under the  Securities  Act; or (iv) 2 years from
       the effective date.

                The Company met the Filing  Deadline.  The SEC elected to review
       the Registration Statement and accordingly the Company has until November
       9, 2006 to have the Registration  Statement declared effective  otherwise
       the Company will be required to pay  Liquidated  Damages.  The Liquidated
       Damages  are at the  election  of the  Subscriber  and if the  Subscriber
       elects a cash  payment,  the amount is equal to A$40,000  per month or if
       the Subscriber  elects to receive  shares of Common Stock,  the amount is
       equal to 633,400 shares of Common Stock per month.

                Management of the Company believe that the Company will meet the
       Effectiveness Deadline, as to which there can be no assurance.

(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 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  vest on July 27,  2006.  If the  additional
       500,000  options are  granted,  they will vest  250,000  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.

                The Company has accounted  for all options  issued in 2004 based
       upon their fair market value using the Black Scholes pricing model. There
       were no options issued by the Company in 2005 or 2006.

                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).  The gross  fair  value is
       amortised into operations  over the vesting period.  For fiscal 2006, the
       amortization amounted to A$191,119 (US$139,536).

                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.


                                      F-14





               GOLDEN RIVER RESOURCES CORPORATION AND SUBSIDIARIES
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                             June 30, 2006 and 2005


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

                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  fiscal 2006,  50,000  options  lapsed when Mr P. Ehrlich
       resigned  as a  Director,  and  250,000  options  lapsed  on July 4, 2006
       following Mr P Althaus' resignation as Chief Operating Officer.

                A summary of the options outstanding and exercisable at June 30,
2006 are as follows:

                                 OUTSTANDING              EXERCISABLE

       Number of options           1,350,000                1,033,650

       Exercise price                US$1.00                  US$1.00

       Expiration date      October 15, 2014         October 15, 2014



                                      F-15




                                                                      APPENDIX A

                                    GLOSSARY

         In this Form 10-KSB, 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  igneous  rock.
                              Gabbro is made of calcium-rich  plagioclase,  with
                              amphibole  and/or  pyroxene,   and  is  chemically
                              equivalent to basalt.

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.

                                       A-1


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.

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.

                                      A-2


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.

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-3





                                                                      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
                                        ----------------





                                                                           
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
                                        ----------------


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
                                      ------------------





                                                                           
   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
   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








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.