Golden River Resources Corporation Ltd.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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38116G 105
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(Cusip Number)
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December 31, 2010
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(Date of Event which Requires Filing of this Statement)
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1.
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Name of Reporting Person
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S.S. of I.R.S. Identification No. of Above Person | |
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Edensor Nominees Pty. Ltd. | |
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I.R.S. Employer Identification No.: Not Applicable | |
2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions) | |
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(a) [ ]
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(b) [x] | |
3.
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SEC Use Only
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4.
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Source of Funds (see Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings is Required
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Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by:
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7.
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Sole Voting Power: None
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8.
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Shared Voting Power: 539,459
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9.
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Sole Dispositive Power: None
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10.
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Shared Dispositive Power: 539,459
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
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Person: 539,459. |
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
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Shares (See Instructions) [x] |
13.
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Percent of Class Represented by Amount in row (11): 1.0%
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14.
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Type of Reporting Person (See Instructions): CO
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1.
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Name of Reporting Person
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S.S. of I.R.S. Identification No. of Above Person
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Kerisridge Pty. Ltd.
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I.R.S. Employer Identification No.: Not Applicable
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a) [ ]
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(b) [x]
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3.
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SEC Use Only
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4.
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Source of Funds (see Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings is Required
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Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by:
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7.
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Sole Voting Power: None
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8.
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Shared Voting Power: 175,399
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9.
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Sole Dispositive Power: None
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10.
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Shared Dispositive Power: 175,399
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
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Person: 175,399 Shares. |
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
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Shares (See Instructions) [x]
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13.
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Percent of Class Represented by Amount in row (11): *%
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14.
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Type of Reporting Person (See Instructions): CO
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1.
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Name of Reporting Person
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S.S. of I.R.S. Identification No. of Above Person
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Joseph I. Gutnick
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I.R.S. Employer Identification No.: Not Applicable
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a) [ ]
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(b) [x]
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3.
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SEC Use Only
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4.
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Source of Funds (see Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings is Required
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Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by:
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7.
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Sole Voting Power: 250,000*
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8.
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Shared Voting Power: 57,929,095**
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9.
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Sole Dispositive Power: 250,000*
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10.
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Shared Dispositive Power: 57,929,095**
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
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Person: 58,179,095*** Shares. |
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
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Shares (See Instructions) [x]
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13.
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Percent of Class Represented by Amount in row (11): 98.5%
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14.
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Type of Reporting Person (See Instructions): IN
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1.
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Name of Reporting Person
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S.S. of I.R.S. Identification No. of Above Person
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Stera M. Gutnick
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I.R.S. Employer Identification No.: Not Applicable
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a) [ ]
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(b) [x]
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3.
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SEC Use Only
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4.
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Source of Funds (see Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings is Required
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Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by:
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7.
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Sole Voting Power: None
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8.
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Shared Voting Power: 58,179,095*
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9.
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Sole Dispositive Power: None
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10.
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Shared Dispositive Power: 58,179,095*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
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Person: 58,179,095* Shares. |
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
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Shares (See Instructions) [x]
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13.
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Percent of Class Represented by Amount in row (11): 98.5%
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14.
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Type of Reporting Person (See Instructions): IN
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1.
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Name of Reporting Person
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S.S. of I.R.S. Identification No. of Above Person
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Kalycorp Pty. Ltd.
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I.R.S. Employer Identification No.: Not Applicable
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a) [ ]
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(b) [x]
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3.
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SEC Use Only
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4.
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Source of Funds (see Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings is Required
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Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by:
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7.
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Sole Voting Power: None
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8.
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Shared Voting Power: 200,000
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9.
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Sole Dispositive Power: None
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10.
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Shared Dispositive Power: 200,000
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
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Person: 200,000. |
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
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Shares (See Instructions) [x]
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13.
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Percent of Class Represented by Amount in row (11): *
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14.
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Type of Reporting Person (See Instructions): CO
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1.
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Name of Reporting Person
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S.S. of I.R.S. Identification No. of Above Person
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Surfer Holdings Pty. Ltd.
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I.R.S. Employer Identification No.: Not Applicable
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a) [ ]
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(b) [x]
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3.
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SEC Use Only
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4.
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Source of Funds (see Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings is Required
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Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship or Place of Organization: Australia
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Number of Shares
Beneficially owned by:
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7.
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Sole Voting Power: None
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8.
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Shared Voting Power: 150,000
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9.
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Sole Dispositive Power: None
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10.
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Shared Dispositive Power: 150,000
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
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Person: 150,000. |
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
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Shares (See Instructions) [x]
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13.
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Percent of Class Represented by Amount in row (11): *%
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14.
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Type of Reporting Person (See Instructions): CO
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1.
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Name of Reporting Person
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S.S. of I.R.S. Identification No. of Above Person
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Northern Capital Resources Corporation
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I.R.S. Employer Identification No.: Not Applicable
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2.
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Check the Appropriate Box if a Member of a Group
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(See Instructions)
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(a) [ ]
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(b) [x]
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3.
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SEC Use Only
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4.
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Source of Funds (see Instructions): WC
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5.
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Check if Disclosure of Legal Proceedings is Required
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Pursuant to Items 2(d) or 2(e) [ ]
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6.
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Citizenship or Place of Organization: Nevada
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Number of Shares
Beneficially owned by:
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7.
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Sole Voting Power: None
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8.
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Shared Voting Power: 56,863,387*
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9.
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Sole Dispositive Power: None
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10.
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Shared Dispositive Power: 56,863,387*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
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Person: 56,863,387* Shares. |
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
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Shares (See Instructions) [x]
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13.
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Percent of Class Represented by Amount in row (11): 96.7%
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14.
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Type of Reporting Person (See Instructions): CO
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Name
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Aggregate Number
Of Shares Owned
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Percentage of
Outstanding(1)
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||||||
Edensor(2)
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539,459 | 1.0 | % | |||||
Kerisridge(2)
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175,399 | * | % | |||||
Kalycorp(2)
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200,000 | * | % | |||||
Surfer(2)
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150,000 | * | % | |||||
NCRC(3)
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56,863,387 | (4) | 96.7 | % | ||||
JG
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58,179,095 | (5) | 98.5 | % | ||||
SG(6)
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58,179,095 | (6) | 98.5 | % |
_______________
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*
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Less than 1%.
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(1)
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Based on 56,807,344 shares of Common Stock outstanding as of December 31, 2010, after giving effect to the Placement.
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(2)
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Each of Edensor, Kerisridge, Kalycorp and Surfer (the “Trustees”) has the power to vote and to dispose of the shares of Common Stock owned by it. The Officers and Directors may be deemed to share beneficial ownership of the shares of Common Stock owned by the Trustees.
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(3)
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NCRC has the power to vote and to dispose of the shares of Common Stock owned by it. The Officers and Directors may be deemed to shares beneficial ownership of the shares of Common Stock owned by NCRC.
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(4)
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Includes 2,000,000 shares issuable upon exercise of stock options.
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(5)
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Includes 56,863,387 shares beneficially owned by NCRC, 1,064,858 shares beneficially owned by the Trustees and 850 shares owned by Pearlway Investments Pty Ltd., a private Australian corporation of which the Officers and Directors and members of their family are officers, directors and shareholders. Also includes 250,000 shares issuable upon exercise of stock options.
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(6)
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Includes 56,863,387 shares beneficially owned by NCRC, 1,064,858 shares beneficially owned by the Trustees and 850 shares owned by Pearlway Investments Pty Ltd., a private Australian corporation of which the Officers and Directors and members of their family are officers, directors and shareholders. Also includes 250,000 shares issuable upon exercise of stock options owned by SG’s spouse, as to which SG may be deemed to share beneficial ownership.
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Dated: December 13, 2011
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EDENSOR NOMINEES PTY. LTD.
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By: /s/ Joseph I. Gutnick
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Director
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KERISRIDGE PTY. LTD.
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By: /s/ Joseph I. Gutnick
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Director
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KALYCORP PTY. LTD.
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By: /s/ Joseph I. Gutnick
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Director
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SURFER HOLDINGS PTY. LTD.
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By: /s/ Joseph I. Gutnick
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Director
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NORTHERN CAPITAL RESOURCES CORPORATION
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By: /s/ Joseph I. Gutnick
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Chairman of the Board
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/s/ Joseph I. Gutnick
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Joseph I. Gutnick
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/s/ Stera M. Gutnick
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Stera M. Gutnick
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