SC 13D/A

CUSIP No. 23559-26 Page 1 of 10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Natural Resources USA Corporation

f/k/a AmerAlia, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

023559-26

(CUSIP Number)

Alan M. De’ath, CEO

Green SEA Resources Inc.

130 Adelaide Street West, Suite 3303

Toronto, Ontario Canada M5H 3P5

416-867-9298

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(with copy to)

Thomas M. Rose

Troutman Sanders LLP

401 9^th Street, NW, Suite 1000

Washington, DC 20004

757-687-7715

August 8, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and if filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 23559-26 Page 2 of 10

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GREEN SEA RESOURCES INC.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  þ        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER     339,574,381
		8.	SHARED VOTING POWER     0
		9.	SOLE DISPOSITIVE POWER     339,574,381
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     339,574,381
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     95%
14.	TYPE OF REPORTING PERSON     CO

CUSIP No. 23559-26 Page 3 of 10

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GSR ACQUISITION CORP.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  þ        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     Utah
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
14.	TYPE OF REPORTING PERSON     CO

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT USA RESOURCES FUND, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  þ        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
14.	TYPE OF REPORTING PERSON     PN

CUSIP No. 23559-26 Page 5 of 10

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SENTIENT EXECUTIVE MLP 1, LIMITED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)  þ        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions)     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0%
14.	TYPE OF REPORTING PERSON     CO

CUSIP No. 23559-26 Page 6 of 10

This Amendment No. 11 amends and supplements the Statement on Schedule 13D relating to the common stock (the “Common Stock”) of Natural Resources USA Corporation f/k/a AmerAlia, Inc. (“AmerAlia,” “NRUC” or the “Issuer”), a Utah corporation, filed on September 13, 2004, as amended on June 4, 2007, August 29, 2007, June 6, 2008, November 10, 2008, January 12, 2009, January 20, 2009, March 24, 2009, July 12, 2010, March 17, 2011 and August 3, 2011 (as amended, the “Schedule 13D”). This Amendment No. 11 is being filed jointly by: (i) Green SEA Resources Inc. (“Green SEA”), (ii) Sentient USA Resources Fund, L.P. (“SURF”), (iii) Sentient Executive MLP 1, Limited (“MLP I”) and (iv) GSR Acquisition Corp. (“GSR Acquisition”) (the foregoing are collectively referred to herein as the “Reporting Persons”). This filing should be deemed the initial filing as a Reporting Person by GSR Acquisition and an amendment to previous filings by the other Reporting Persons. The Capitalized terms used herein and not otherwise defined in this Amendment No. 11 shall have the meanings set forth in the Schedule 13D.

Item 1. Security and Issuer

No change.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended to add the following:

“Unless noted, the following information set forth below is true about GSR Acquisition and its officers and directors. Information concerning the officers and directors of GSR Acquisition is attached as Schedule A to this Filing, and is, by this reference, incorporated herein.

During the past 5 years, such person has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or (iii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

Item 3. Source and Amount of Funds or Other Consideration

See Item 4.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following:

“On the date hereof, Green SEA and GSR Acquisition, a newly created Utah corporation formed and wholly-owned by Green SEA, filed a Schedule 13E-3 (the “Schedule 13E-3”) with the Securities and Exchange Commission announcing Green SEA’s intention to effect a “short-form” merger, whereby GSR Acquisition will merge with and into the Issuer (the “Merger”) under Section 1104 of the Utah Revised Business Corporations Act (the “URBC”). Immediately following the consummation of the Merger, Green SEA will own all of the outstanding equity interests in the Issuer. The Merger will permit Green SEA to acquire, indirectly through GSR Acquisition, all of the Common Stock that it does not already own, and will provide a source of liquidity to the holders of those shares of Common Stock. Following completion of the Merger, Green SEA intends to terminate the registration of the Common Stock under the Act and eliminate any future reporting obligations of the Issuer thereunder.

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Pursuant to the terms of a contribution agreement entered into between Green SEA and GSR Acquisition (filed as an Exhibit hereto) (the “Contribution Agreement”), Green SEA intends to contribute, among other things, all of its shares of Common Stock to GSR Acquisition prior to the Merger in order to enable GSR Acquisition to merge with and into the Issuer. Following the contribution, GSR Acquisition will own greater than 90% of the outstanding Common Stock, and intends to adopt a plan of merger (the form of which is filed as an Exhibit hereto), whereby it will effect a “short form” merger and merge GSR Acquisition with and into the Issuer, with the Issuer being the surviving corporation, in accordance with the URBC. Upon consummation of the Merger, each outstanding share of Common Stock (A) not owned by GSR Acquisition and (B) as to which dissent rights are not properly exercised will be cancelled and automatically converted into the right to receive $0.57 per share in cash, without interest. Each share of GSR Acquisition’s common stock issued and outstanding immediately prior to the consummation of the Merger will be converted into one validly issued, fully paid and non-assessable share of common stock of the Issuer as the surviving corporation of the Merger. Each outstanding stock option not exercised prior to the effective date of the Merger will be cancelled and holders of the in-the-money stock options will be entitled to receive the amount per share to be paid to the holders of Common Stock, less the option exercise price (and any applicable withholding taxes). An estimate of the funds required to pay the Merger consideration to the public stockholders of the Issuer, and related fees and expenses, is described in the Schedule 13E-3. In connection with the Merger and pursuant to the Contribution Agreement, Green SEA will contribute these funds to GSR Acquisition.

Under the URBC, no action is required by the board of directors or shareholders of the Issuer in order to consummate the Merger. The Issuer’s shareholders (other than GSR Acquisition) will have a right to dissent and seek fair value of their shares of Common Stock in accordance with Part 13 of the URBC.

Upon the completion of the Merger, the articles of incorporation and bylaws of GSR Acquisition will be the articles and bylaws of the surviving corporation until thereafter amended in accordance with applicable law. Upon completion of Merger, Green SEA will receive the entire benefit of the right to participate in any and all future increases in the value of NRUC’s business, and will bear the complete risk of any losses incurred in the operation of NRUC’s business and any decrease in the value of NRUC’s business, including any increases and decreases in the net book value and net earnings of NRUC. Following the completion of the Merger, the public shareholders will no longer be able to benefit from a sale of NRUC to a third party (although no third-party sale is contemplated at this time) and NRUC’s operations and management will be under the exclusive control of Green SEA.

Green SEA is under no obligation to consummate the Merger and could decide to withdraw from the transaction at any time before it becomes effective.

The Schedule 13E-3 is incorporated by reference into this Item 4 and was previously filed by the Green SEA and GSR Acquisition on August 8, 2011. The Contribution Agreement is incorporated by reference into this Item 4 as Exhibit QQ to this Schedule 13D.”

Item 5. Interest in Securities of the Issuer

No change.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to add the information added to Item 4 above.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended to add the following Exhibits:

(QQ) Contribution Agreement dated August 8, 2011 entered into by and between Green SEA Resources Inc. and GSR Acquisition Corp.

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(RR) Form of Plan of Merger to be adopted by GSR Acquisition Corp.

(SS) Filing Agreement dated August 8, 2011, regarding Joint Filing of Schedule 13D, by and among, Green SEA Resources Inc., GSR Acquisition Corp., Sentient USA Resources Fund, L.P., and Sentient Executive MLP 1, Limited.

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Green SEA Resources Inc.
By:	/s/ D’Arcy Doherty
	D’Arcy Doherty, Vice-President Legal
Date:	August 8, 2011
GSR Acquisition Corp.
By:	/s/ D’Arcy Doherty
	D’Arcy Doherty, Vice President, Legal and Secretary
Date:	August 8, 2011
Sentient USA Resources Fund, L.P.
By:	Sentient Executive MLP 1, Limited, General Partner
By:	/s/ Johanna Druez
	Johanna Druez, Director
Date:	August 8, 2011
Sentient Executive MLP 1, Limited
By:	/s/ Johanna Druez
	Johanna Druez, Director
Date:	August 8, 2011

CUSIP No. 23559-26 Page 10 of 10

SCHEDULE A

The (i) name, (ii) title, (iii) citizenship, (iv) principal occupation and (v) business address of each officer and director of GSR Acquisition Corp. are as follows.

Name	Title	Citizenship	Principal Occupation	Business Address
Alan Michael De’ath	Director	United Kingdom	Director of Natural Resources USA Corporation, President and CEO of Ivernia Inc., President and CEO of Green SEA Resources Inc.	130 Adelaide Street West, Suite 3303, Toronto, Ontario Canada M5H 3P5
Alan Roy Lin You Lee	Director and Chief Financial Officer	Australia	CFO – Investment Subsidiaries for The Sentient Group, Director of Natural Resources USA Corporation, Formerly, Consultant to Natural Soda Holdings, Inc. (wholly owned by Natural Resources USA Corporation), CFO of Green SEA Resources Inc., Formerly, Associate Director, Macquarie Group Limited	Level 24, Suite 2401, Australia Square Tower, 264 George Street, Sydney NSW 2000 Australia
Wayne Richardson	Director and President and Chief Executive Officer	Australia	Managing Director and CEO of Renewed Metal Technologies Pty Limited, Managing Director of Orbitas Pty Limited, Director of Natural Resources USA Corporation, Formerly, General Manager – Sales, Century Yuasa Australia, Formerly Chairman for Southern Oil Pty Limited, Formerly President for Australian Battery Recycling Initiative	18 Station Place (PO Box 6266) Wagga Wagga NSW 2650 Australia
Leigh Loddington Hall	Director	Australia	Director of Natural Resources USA Corporation and Ivernia Inc.	c/o The Sentient Group, Suite 2401, Level 24, Australia Square Tower, 264 George Street, Sydney, NSW 2000 Australia
D’Arcy Pierson Doherty	Vice President Legal and Secretary	Canada	Vice President, Legal and General Counsel and Secretary for Ivernia Inc., Vice President, Legal and General Counsel and Secretary of Green SEA Resources, Inc., Formerly, Partner, Associate, Gowling Lafleur Hendersen LLP	130 Adelaide Street West Street, Suite 3303 Toronto, Ontario Canada M5H 3P5
Lance Redpath	Controller	Australia and United Kingdom	Financial Controller, Green SEA Resources Inc., Formerly, Audit Senior Manager, KPMG (2006-2010), Formerly, Audit Manager, PricewaterhouseCoopers (2003-2006)	Level 24, Suite 2401, Australia Square Tower, 264 George Street, Sydney NSW 2000 Australia

EX-99.1

Exhibit QQ

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 8, 2011, is made by and among Green SEA Resources Inc., a Canadian corporation (“GSR”), and GSR Acquisition Corp., a Utah corporation and wholly-owned subsidiary of GSR (“GSR Acquisition”), to be effective immediately prior to the mailing of that certain Going Private Transaction Statement under Section 13(e) of the United States Securities and Exchange Act of 1934, as amended (the “Schedule 13E-3”), that has been filed with the United States Securities and Exchange Commission (“SEC”) to certain of the stockholders of Natural Resources USA Corp., a Utah corporation (“NRUC”), or such other time as agreed to by the parties (the “Effective Time”).

Recitals

WHEREAS, GSR owns 334,074,381 shares of common stock, par value $0.01 (the “Common Stock”), of NRUC, representing approximately 95% of the currently outstanding shares of Common Stock of NRUC, and a limited option to acquire up to 5,500,000 shares of NRUC Common Stock (the “GSR Option”).

WHEREAS, GSR and GSR Acquisition have filed a Schedule 13E-3 with the SEC announcing their intention to cause GSR Acquisition (following the consummation of the transactions described herein) to effect a “short form” merger (the “Merger”) with and into NRUC in accordance with the Utah Revised Business Corporation Act, pursuant to which each shareholder of NRUC will receive US$0.57 per share for each share of Common Stock of NRUC held by such shareholder immediately prior to the Merger.

WHEREAS, to effect the Merger, GSR desires to contribute to GSR Acquisition, upon the terms and subject to the conditions set forth in this Agreement, (i) all of its shares of NRUC Common Stock (the “GSR Contributed Shares”), (ii) the GSR Option and (iii) an amount of cash equal to Ten Million Five Hundred Seventy-Two Thousand Five Hundred Ninety-Five U.S. Dollars (US$10,572,595) (the “Cash Contribution” and together with the GSR Contributed Shares and the GSR Option, the “Transferred Property”), in consideration for the issuance by GSR Acquisition of 1,000,000 shares of its common stock to GSR.

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants contained in this Agreement, the parties hereto agree as follows:

1. Contribution; Consideration.

(a) Contribution of NRUC Common Stock and GSR Option. At the Effective Time, GSR shall contribute, assign and transfer to GSR Acquisition, and GSR Acquisition shall accept, all of the GSR Contributed Shares and the GSR Option, free and clear of all liens, claims, encumbrances and restrictions of any kind whatsoever.

(b) Cash Contribution. At the Effective Time, GSR shall contribute, assign and transfer to GSR Acquisition, and GSR Acquisition shall accept, the Cash Contribution, free and clear of all claims, encumbrances and restrictions of any kind whatsoever.

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(c) Issuance of Shares. In consideration for the Transferred Property, GSR Acquisition shall issue to GSR, upon such contribution, 1,000,000 shares of common stock of GSR Acquisition, free and clear of all liens, claims, encumbrances and restrictions of any kind whatsoever. GSR Acquisition shall credit to the stated capital account maintained for its common stock an aggregate amount equal to the fair market value of the Transferred Property.

(d) This contribution and the Merger are intended to be tax-free pursuant to Section 351 and/or Section 368 of the United States Internal Revenue Code of 1986, as amended.

2. Termination. This Agreement and the obligation of GSR to contribute the GSR Contributed Shares and the Cash Contribution will terminate automatically and immediately upon (i) the full discharge of the obligations herein in connection with the Merger or (ii) one hundred eighty days (180) days following the filing of the Schedule 13E-3 if the Merger has not been approved by the SEC, unless the parties shall otherwise agree.

3. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

4. Complete Agreement. This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement in any way.

5. Counterparts. This Agreement may be executed on separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any telecopied or electronic signature shall be deemed a manually executed and delivered original.

6. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns and, where applicable, heirs and personal representatives.

7. Choice of Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Utah without regard to conflicts of laws principles thereof and all questions concerning the validity and construction of this Agreement shall be determined in accordance with the laws of such state. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF UTAH IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREES, ON BEHALF OF ITSELF AND

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ON BEHALF OF SUCH PARTY’S SUCCESSOR’S AND ASSIGNS, THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION SUCH PERSON MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

8. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or relating to this Agreement, or any of the transactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily and (iv) each party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications expressed above.

9. Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

10. Amendments and Waivers. No provision of this Agreement may be amended or waived without the prior written consent or agreement of the parties hereto.

11. Interpretation. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in masculine, feminine or neuter gender shall include the masculine, feminine and the neuter.

12. No Third Party Beneficiary. Except for the parties to this Agreement and their respective successors and assigns, nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

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IN WITNESS WHEREOF, intending to be legally bound hereby, each of the undersigned has duly executed and delivered this Contribution Agreement as of the day and year set forth above.

GREEN SEA RESOURCES INC.
By:	/s/ Alan De’ath
	Name:	Alan De’ath
	Title:	President and Chief Executive Officer
GSR ACQUISITION CORP.
By:	/s/ D’Arcy Doherty
	Name:	D’Arcy Doherty
	Title:	Vice President, Legal and Secretary

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EX-99.2

Exhibit RR

FORM OF PLAN OF MERGER

THIS PLAN OF MERGER, dated as of                     , 2011 (this “Plan of Merger”), is to provide for the merger of GSR Acquisition Corp., a Utah corporation (“GSR Acquisition”), with and into Natural Resources USA Corp., a Utah corporation (“NRUC”). For purposes of the Merger (as hereinafter defined), GSR Acquisition is the parent and NRUC is the subsidiary.

Recitals

WHEREAS, NRUC is a corporation duly organized and existing under the laws of the State of Utah, having an authorized capital stock consisting of Seven Hundred Million (700,000,000) shares of common stock, par value of $0.01 (the “Common Stock”), and One Million (1,000,000) shares of preferred stock, par value of $0.05 (the “Preferred Stock”).

WHEREAS,                      shares of Common Stock and zero (0) shares of Preferred Stock are issued and outstanding and are the only shares and classes of capital stock of NRUC.

WHEREAS, pursuant to that certain Contribution Agreement, dated as of August 8, 2011 (the “Contribution Agreement”), by and between GSR Acquisition and Green SEA Resources, Inc., a Canadian corporation and the sole shareholder of GSR Acquisition (“GSR”), GSR Acquisition has acquired and currently owns greater than ninety percent (90%) of the outstanding capital stock of NRUC and desires to merge with and into NRUC pursuant to the Utah “short-form” merger statute (the “Merger”) in accordance with the Utah Revised Business Corporation Act (“URBC”).

WHEREAS, the board of directors of GSR Acquisition has approved this Plan of Merger on the terms and subject to the conditions set forth in this Plan of Merger, declared this Plan of Merger advisable and resolved to recommend authorization and adoption of this Plan of Merger by its sole shareholder, GSR, as required by Section 16-10a-1104 of the URBC.

NOW THEREFORE, the Plan of Merger is as follows:

1. Merger. Upon the terms and subject to the conditions set forth in this Plan of Merger and applicable law, GSR Acquisition shall be merged with and into NRUC pursuant to Section 16-10a-1104 of the URBC and the separate existence of GSR Acquisition shall thereupon cease and NRUC shall be the surviving corporation (in such capacity, the “Surviving Corporation”). The name of the Surviving Corporation shall be “Natural Resources USA Corp.”

2. Effective Time. Following the satisfaction or waiver of the conditions in this Plan of Merger, NRUC will duly execute and file articles of merger (the “Articles of Merger”) with the Secretary of State of the State of Utah in accordance with the URBC. The Merger will become effective when the Articles of Merger have been duly filed with the Secretary of State of the State of Utah or at such other subsequent date or time as specified in the Articles of Merger in accordance with the URBC (the date and time the Merger becomes effective, “Effective Time”).

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3. Effects of Merger; Governing Documents; Officers and Directors.

(a) The Merger will have the effects set forth in this Plan of Merger and the URBC.

(b) At the Effective Time, the separate corporate existence of GSR Acquisition shall cease, and NRUC as the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public and private nature and be subject to all the restrictions, disabilities, and duties of GSR Acquisition; and all rights, privileges, powers and franchises of GSR Acquisition, and all property, real, personal and mixed, and all debts due to GSR Acquisition on whatever account, as well as for share subscriptions and all other things in action belonging to GSR Acquisition, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of GSR Acquisition, and the title to any real estate vested by deed or otherwise in GSR Acquisition shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of GSR Acquisition shall be preserved unimpaired, and all debts, liabilities and duties of GSR Acquisition shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by the Surviving Corporation. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of GSR Acquisition and its shareholders, board of directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of NRUC and shall be as effective and binding thereon as the same were with respect to GSR Acquisition.

(c) The articles of incorporation of GSR Acquisition, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation at and after the Effective Time until thereafter amended in accordance with applicable law.

(d) The bylaws of GSR Acquisition, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation at and after the Effective Time until thereafter amended in accordance with applicable law.

(e) At the Effective Time, the officers and directors of NRUC shall become the officers and directors of the Surviving Corporation to hold the positions in the Surviving Corporation to which they have been elected and to serve in accordance with the bylaws of the Surviving Corporation.

4. Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any capital stock described below:

(a) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as hereinafter defined) and Dissenting Shares (as hereinafter defined)) will be automatically cancelled and converted into the right to receive

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an amount in cash, without interest, equal to $0.57 (the “Merger Consideration”), whereupon such shares of Common Stock will cease to exist and no longer be outstanding, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest, upon surrender of Stock Certificates (as hereinafter defined) or Book Entry Shares (as hereinafter defined) in accordance with Section 6.

(b) Each share of common stock, par value $0.01 per share, of GSR Acquisition issued and outstanding immediately prior to the Effective Time will automatically be converted into one fully paid and non-assessable share of common stock, par value $0.01, of the Surviving Corporation.

(c) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (i) that is owned by NRUC as treasury stock or (ii) that is owned by GSR Acquisition (collectively, the “Excluded Shares”) shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

(d) The limited option to acquire up to 5,500,000 shares of Common Stock that is outstanding immediately prior to the Effective Time and owned by GSR Acquisition shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

(e) As soon as practicable following the date of this Plan of Merger, GSR Acquisition shall cause NRUC to adopt such resolutions and take such other actions (including adopting any plan amendments) as are required to provide each then-outstanding NRUC stock option granted under any NRUC equity incentive plan (for the avoidance of doubt, other than the limited option to acquire up to 5,500,000 shares of Common Stock owned by GSR Acquisition), whether or not exercisable, shall be cancelled immediately prior to the Effective Time in exchange for payment in accordance with Section 6 of an amount in cash equal to the product of (i) the number of shares of Common Stock subject to such stock option immediately prior to the Effective Time, and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such stock option (for the avoidance of doubt, each holder of a NRUC stock option with a per share exercise price that is equal to or greater than the Merger Consideration shall not be entitled to receive any payment with respect to such stock options), less any required withholding taxes.

5. Dissenting Shares. Notwithstanding any provision of this Plan of Merger to the contrary and to the extent available under the URBC, shares of Common Stock that are outstanding immediately prior to the Effective Time and that are held by any shareholder who is entitled to demand and properly exercise rights of dissent with respect to such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of the URBC applicable to dissenters rights shall not be converted into, or represent the right to receive, the Merger Consideration as provided for in Section 4(a). Any such shareholder shall instead be entitled to receive payment of the fair value of such shareholder’s Dissenting Shares in accordance with the provisions of the URBC. At the Effective Time, the Dissenting Shares shall no longer be outstanding, and each holder of a Stock Certificate or Book-Entry Share that immediately prior to the Effective Time represented Dissenting Shares shall cease to have any

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rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of the URBC. Notwithstanding the foregoing, all Dissenting Shares held by any shareholder who shall have failed to perfect, withdrawn or lost such shareholder’s rights to dissent with respect to and receive payment for such Dissenting Shares under the URBC shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in the manner provided in Section 4(a).

6. Surrender and Payment.

(a) Paying Agent; Payment Fund. Prior to the Effective Time, GSR Acquisition will designate a bank or trust company to act as agent (the “Paying Agent”) to receive the funds to which shareholders and optionholders of NRUC will become entitled pursuant to Sections 4(a) and 4(e), as applicable, and GSR Acquisition will enter into a paying agent agreement with the Paying Agent, in form and substance reasonably acceptable to GSR Acquisition, for the payment of the Merger Consideration and the consideration to be paid to optionholders. At or immediately prior to the Effective Time, GSR Acquisition shall deposit, or cause to be deposited, with the Paying Agent an amount of cash equal to the sum of (i) the product of (a) the number of shares of Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) and (b) the Merger Consideration plus (ii) the aggregate consideration to be paid to the optionholders of NRUC pursuant to Section 4(e) (the “Payment Fund”). The Payment Fund shall not be used for any purpose except as set forth herein. The Payment Fund will be invested by the Paying Agent as directed by GSR Acquisition; provided, however, that such investments must be (x) in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, (y) in commercial paper obligations rated A-1 or P-1 or better by either Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or (z) in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $1.0 billion (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission or otherwise).

(b) Exchange Procedures. Promptly following the Effective Time, the Surviving Corporation will cause the Paying Agent to mail to each record holder of, as of the Effective Time, (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (the “Stock Certificates”) or (ii) shares of Common Stock represented by book-entry (the “Book-Entry Shares”): (A) a form of letter of transmittal for use in effecting the surrender of Stock Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which will be in customary form and will specify that delivery will be effected, and risk of loss and title to the Stock Certificates will pass, only upon delivery of such Stock Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal); and (B) instructions for use in effecting the surrender of such Stock Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock for payment of the Merger Consideration therefor. Upon surrender of a Stock Certificate or of Book-Entry Shares for

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cancellation to the Paying Agent together with such letter of transmittal, duly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the Paying Agent will pay from the Payment Fund to the holder of a Stock Certificate or of Book-Entry Shares, or as otherwise directed in the letter of transmittal, the Merger Consideration for each share of Common Stock formerly evidenced by such Stock Certificate or Book-Entry Share, and such Stock Certificate or Book-Entry Share will forthwith be canceled. No interest will be paid or will accrue on the Merger Consideration payable in respect of any Stock Certificate or Book-Entry Share. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Stock Certificate is registered, it will be a condition of payment that the Stock Certificate so surrendered will be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment will have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Stock Certificate surrendered or will have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable. Prior to the Effective Time, GSR Acquisition will establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (x) if the Merger becomes effective at or prior to 11:30 am (Eastern time), the Paying Agent will transmit to DTC or its nominee on the effective date an amount in cash in immediately available funds equal to the number of shares of Common Stock held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Merger Consideration (such amount, the “DTC Payment”), and (y) if the Merger becomes effective after 11:30 am (Eastern time), the Paying Agent will transmit to DTC or its nominee on the first business day after the effective date an amount in cash in immediately available funds equal to the DTC Payment.

(c) Payment of Equity Incentive Amounts. Promptly following the Effective Time, the Surviving Corporation will cause the Paying Agent to mail to each optionholder entitled to consideration pursuant to Section 4(e): (A) a form of letter of transmittal for use in effecting the surrender of options; and (B) instructions for use in effecting the surrender of such options for payment of the consideration set forth in Section 4(e) for such options. Upon surrender for cancellation to the Paying Agent together with such letter of transmittal, duly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the Paying Agent will pay from the Payment Fund to such optionholder, or as otherwise directed in the letter of transmittal, the applicable consideration calculated in accordance with Section 4(e), and such option will forthwith be canceled. No interest will be paid or will accrue on the options.

(d) Termination of Exchange Fund. Promptly following the end of the 12-month period beginning at the date the Merger becomes effective, the Surviving Corporation will be entitled to require the Paying Agent to deliver to it any funds in the Payment Fund which had been made available to the Paying Agent and not disbursed to holders of Stock Certificates, Book-Entry Shares or options (including all interest and other income received by the Paying Agent in respect of all funds made available to it), and thereafter such holders who have not received the Merger Consideration therefor may surrender such Stock Certificate or, in the case of Book-Entry Shares, such shares of Common Stock to the Surviving Corporation and, subject to abandoned property, escheat and other similar laws, receive in consideration therefor the

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aggregate Merger Consideration that may be payable upon due surrender of the Stock Certificates or, in the case of Book-Entry Shares, such shares of Common Stock held by them, without interest or dividends thereon.

(e) No Further Ownership Rights in Company Shares. The Merger Consideration paid upon the surrender of a Stock Certificate or, in the case of Book-Entry Shares, such shares of Common Stock in accordance with the terms of this Plan of Merger will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Common Stock formerly represented by such Stock Certificate or Book-Entry Shares. At the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates or, in the case of Book-Entry Shares, such shares of Common Stock are presented to the Surviving Corporation or the Paying Agent for transfer or any other reason, they will be canceled and exchanged for the Merger Consideration as provided herein.

(f) No Liability. To the fullest extent permitted by applicable law, none of GSR Acquisition, NRUC, the Surviving Corporation or the Paying Agent will be liable to any shareholders or optionholders of NRUC or other person in respect of any cash properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws. Any portion of the Payment Fund remaining unclaimed as of a date that is immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto.

(g) Lost, Stolen or Destroyed Certificates. In the event that any Stock Certificate has been lost, stolen or destroyed, the Surviving Corporation or Paying Agent will, upon the receipt of an affidavit of that fact by the holder thereof in form and substance reasonably satisfactory to the Surviving Corporation or Paying Agent, as the case may be, pay in exchange for such lost, stolen or destroyed Stock Certificate the Merger Consideration payable in respect of the shares of Common Stock previously evidenced by such lost, stolen or destroyed Stock Certificate.

7. Merger Consent. Immediately following the execution of this Plan of Merger, GSR Acquisition shall, in accordance with the URBC, take all action necessary to seek and obtain the approval of its sole shareholder in favor of adopting this Plan of Merger by irrevocable written consent.

8. Taking of Necessary Action. GSR Acquisition shall use all reasonable efforts to take all such actions as may be necessary or appropriate in order to effectuate the Merger under the URBC or any other applicable laws. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Plan of Merger and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of GSR Acquisition or NRUC, the officers and directors of the Surviving Corporation are fully authorized to take all such lawful and necessary actions.

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9. Amendment. Subject to applicable law, this Plan of Merger may be amended, modified or supplemented by GSR Acquisition at any time prior to the Effective Time.

10. Termination. At any time prior to the Effective Time, this Plan of Merger may be terminated and the Merger may be abandoned by the board of directors of GSR Acquisition, notwithstanding approval of this Plan of Merger by the sole shareholder of GSR Acquisition, if circumstances arise which, in the opinion of the board of directors of GSR Acquisition, make the Merger inadvisable.

11. No Third Party Beneficiaries. This Plan of Merger is not intended to confer upon any person other than GSR Acquisition and the Surviving Corporation any rights or remedies hereunder.

12. Governing Law. This Plan of Merger shall be governed by and construed in accordance with the laws of the State of Utah without regard to the conflict of law principles thereof.

13. Severability. If any provision of this Plan of Merger shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof, which shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, GSR Acquisition shall modify this Plan of Merger so as to effect its original intent as closely as possible in order that the Merger may be consummated as originally contemplated to the fullest extent possible.

14. Assignment. This Plan of Merger will be binding upon, inure to the benefit of and be enforceable by GSR Acquisition and its successors and assigns.

15. Interpretation. The headings contained in this Plan of Merger are for reference purposes only and shall not affect in any way the meaning or interpretation of this Plan of Merger. All references to “dollars” or “$” shall mean United States dollars. Whenever the words “include,” “includes” or “including” are used in this Plan of Merger, they shall be deemed to be followed by the words “without limitation.”

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Plan of Merger to be signed by a duly authorized officer as of the date first above written.

GSR ACQUISITION CORP.
By:
	Name:
	Title:

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EX-99.3

Exhibit SS

FILING AGREEMENT DATED AUGUST 8, 2011

REGARDING JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree that:

(i) Each is eligible to use the Schedule 13D attached hereto;

(ii) The attached Schedule 13D is filed on behalf of each of the undersigned; and

(iii) Each of the undersigned is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning itself; but none of them is responsible for the completeness and accuracy if the information concerning the other persons making the filing, unless it knows or has reason to believe that such information is inaccurate.

Green SEA Resources Inc.
By:	/s/ D’Arcy Doherty
	D’Arcy Doherty, Vice-President Legal
Date:	August 8, 2011
GSR Acquisition Corp.
By:	/s/ D’Arcy Doherty
	Vice President, Legal and Secretary
Date:	August 8, 2011
Sentient USA Resources Fund, L.P.
By:	Sentient Executive MLP 1, Limited, General Partner
By:	/s/ Johanna Druez
	Johanna Druez, Director
Date:	August 8, 2011
Sentient Executive MLP 1, Limited
By:	/s/ Johanna Druez
	Johanna Druez, Director
Date:	August 8, 2011