FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of      August 2008

 

Commission File Number    000-51016


EXETER RESOURCE CORPORATION

Suite 1260, 999 West Hastings Street
Vancouver, B.C., Canada
V6C 2W2
604.688.9592

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F          Form 40-F   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes          No 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

 

 




 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  EXETER RESOURCE CORPORATION
(Registrant)

August 18, 2008 By:   Cecil Bond                                  
        Cecil Bond
        Chief Financial Officer

 

 



EXHIBIT INDEX



  1   Interim Consolidated Financial Statements For The Six Months Ended June 30, 2008

  2   Management’s Discussion and Analysis For The Six Months Ended June 30, 2008

  3   Form 52-109F2 - Certification of Interim Filings - Chief Executive Officer

  4   Form 52-109F2 - Certification of Interim Filings - Chief Financial Officer


2

 





EXHIBIT 1



 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim Consolidated Financial Statements

For The Six Months Ended

 

June 30, 2008

 

 





Notice of No Auditor Review of Interim Financial Statements

 

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

 

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

 

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

 

 



2




 

 

Exeter Resource Corporation

Consolidated Balance Sheets (Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

 

 

 

 

 

June 30, 2008

December 31, 2007

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,316,552

$

8,722,779

 

Other receivables and prepaid expenses

 

555,607

 

448,958

 

 

 

 

31,872,159

 

9,171,737

 

 

 

 

 

 

 

Property and equipment

 

 

293,515

 

210,962

Mineral properties

(Note 6)

 

3,354,379

 

3,354,379

 

 

 

$

35,520,053

$

12,737,078

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

Accounts payable and accrued liabilities

$

2,247,414

$

1,773,532

 

Due to related parties

(Note 11)

 

309,304

 

341,158

 

 

 

 

2,556,718

 

2,114,690

 

 

 

 

 

 

 

Share Capital and Deficit

 

 

 

 

 

Share capital

(Note 7)

 

89,083,888

 

55,249,342

Contributed surplus

(Note 10)

 

10,733,082

 

7,234,219

Deficit

 

 

(66,853,635)

 

(51,861,173)

 

 

 

 

32,963,335

 

10,622,388

 

 

 

$

35,520,053

$

12,737,078

 

 

The accompanying notes are an integral part of these interim financial statements

 

 

3



 

 

Exeter Resource Corporation

Consolidated Statements of Operations and Deficit (Expressed in Canadian Dollars)

For the period ended June 30, 2008

(Unaudited – Prepared by Management)

 

 

 

 

Three months ended

Six months ended

 

June 30

June 30

 

2008

2007

 

2008

2007

 

Income

 

 

 

 

 

 

 

 

 

 

Interest Income

$

259,233

$

85,295

$

338,239

$

171,151

 

 

(Loss) gain on conversion of foreign currencies

 

(31,465)

 

1,325

 

(18,832)

 

(5,462)

 

 

 

227,768

 

86,620

 

319,407

 

165,689

 

Expenses

 

 

 

 

 

 

 

 

 

 

Accounting and audit

$

22,811

$

45,682

$

86,126

$

89,982

 

 

Administration salaries and consulting (Note 8)

 

509,924

 

774,179

 

702,526

 

940,591

 

 

Amortization

 

17,263

 

9,630

 

31,020

 

19,260

 

 

Bank charges

 

5,992

 

6,300

 

11,613

 

11,075

 

 

Directors’ compensation (Note 8)

 

1,485,576

 

968,457

 

1,493,076

 

975,957

 

 

Legal fees

 

54,444

 

27,937

 

71,832

 

50,062

 

 

Management compensation (Note 8)

 

1,087,098

 

385,873

 

1,373,870

 

414,221

 

 

Mineral property exploration costs (Note 6)

 

5,574,541

 

3,928,118

 

10,509,802

 

6,558,606

 

 

Office and miscellaneous

 

58,110

 

33,628

 

102,789

 

55,098

 

 

Rent

 

23,923

 

30,670

 

47,296

 

43,593

 

 

Shareholder communications (Note 8)

 

134,357

 

168,711

 

228,787

 

335,748

 

 

Stock exchange listing and filing fees

 

 

68,637

 

40,943

 

194,476

 

56,514

 

 

Telecommunications

 

14,564

 

9,957

 

26,326

 

16,366

 

 

Transfer agent fees

 

24,968

 

2,730

 

29,120

 

8,037

 

 

Travel and promotion

 

244,023

 

160,762

 

403,210

 

322,000

 

 

 

 

$

9,326,231

$

6,593,577

$

15,311,869

$

9,897,110

 

Net loss and comprehensive loss for the period

$

9,098,463

$

6,506,957

$

14,992,462

$

9,731,421

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit at beginning of period

$

57,755,172

$

38,216,993

$

51,861,173

$

34,992,529

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit at end of period

 

$

66,853,635

$

43,593,592

$

66,853,635

$

43,593,592

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic & diluted loss per common share

$

(0.19)

$

(0.17)

$

(0.33)

$

(0.26)

 

Weighted average number of common shares outstanding

 

46,960,004

 

38,099,346

 

44,114,383

 

37,986,013

 

 

 

The accompanying notes are an integral part of these interim financial statements

 

 

4



 

 

Exeter Resource Corporation

Consolidated Statements of Cash Flow (Expressed in Canadian Dollars)

For the period ended June 30, 2008

(Unaudited – Prepared by Management)

 

 

 

 

Three months ended

 

Six months ended

 

June 30

 

June 30

 

2008

2007

 

2008

2007

 

Operating Activities

 

 

 

 

 

 

 

 

 

Net loss for the period

$

(9,098,463)

$

(6,506,957)

$

(14,992,462)

$

(9,731,421)

Adjustments

 

 

 

 

 

 

 

 

 

Amortization

 

32,720

 

18,095

 

55,818

 

36,359

 

Stock based compensation

 

3,098,935

 

3,172,322

 

3,328,745

 

3,183,937

 

 

 

(5,966,808)

 

(3,316,540)

 

(11,607,899)

 

(6,511,125)

 

 

 

 

 

 

 

 

 

 

Changes in non-cash working capital items

 

 

 

 

 

 

 

 

 

Other receivables and prepaid expenses

 

37,139

 

(56,877)

 

(106,649)

 

(147,409)

 

Accounts payable and accrued liabilities

 

(979,232)

 

126,534

 

473,882

 

(838,270)

 

Due to related parties

 

148,847

 

(38,334)

 

117,807

 

(264,335)

 

 

 

(6,760,054)

 

(3,285,217)

 

(11,122,859)

 

(7,761,139)

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

Issue of share capital for cash

(Note 7)

 

1,463,210

 

2,575,925

 

36,528,240

 

2,797,625

 

Share issue costs

 

 

(43,273)

 

-

 

(2,673,237)

 

-

 

 

 

 

1,419,937

 

2,575,925

 

33,855,003

 

2,797,625

Investing Activities

 

 

 

 

 

 

 

 

 

Acquisition of mineral properties

 

-

 

(28,840)

 

-

 

(28,840)

Acquisition of property and equipment

 

(87,322)

 

(6,836)

 

(138,371)

 

(23,137)

 

 

 

 

(87,322)

 

(35,676)

 

(138,371)

 

(51,977)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(5,427,439)

 

(744,968)

 

22,593,773

 

(5,015,491)

Cash and cash equivalents – beginning of period

 

36,743,991

 

10,240,539

 

8,722,779

 

14,511,062

 

 

 

 

 

 

 

 

 

Cash and cash equivalents – end of period

$

31,316,552

$

9,495,571

$

31,316,552

$

9,495,571

 

 

The accompanying notes are an integral part of these interim financial statements

 

 

5



 

 

Notes to the Interim Consolidated Financial Statements

Six Months ended June 30, 2008

(Unaudited – Prepared by Management)

 

1.   Nature of Business

 

Exeter Resource Corporation (the “Company”) is an exploration stage company incorporated under the laws of British Columbia, Canada and together with its subsidiaries, is engaged in the acquisition, and exploration of mineral properties located in Argentina and Chile.

 

2.   Basis of Presentation

 

These interim consolidated financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles and, except as noted below, follow the same accounting policies and methods of their application as the Company’s consolidated financial statements for the year ended December 31, 2007, without all the note disclosures required for audited financial statements. These interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements.

 

3. Changes in accounting policies and new accounting developments

 

(i)   Capital Disclosures, Section 1535

Effective January 1, 2008, the Company adopted Section 1535 “Capital Disclosures” which requires the disclosure of information that enables users of an entity’s financial statements to evaluate its objectives, policies and processes for managing capital such as qualitative information about its objectives, policies and processes for managing capital, summary quantitative data about what the entity manages as capital, whether it has complied with any capital requirements and, if it has not complied, the consequences of non-compliance. Disclosures required by this standard are included in Note 4.

 

(ii)    Financial Instruments Disclosures, Section 3862 / Financial Instruments Presentation, Section 3863

Effective January 1, 2008, the Company adopted Section 3862 “Financial Instruments – Disclosures”. This Section requires entities to provide disclosure of quantitative and qualitative information in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entity’s financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and management’s objectives, policies and procedures for managing such risks. Disclosures required by this standard are included in Note 5.

 

(iii)    Going Concern - Amendments to Section 1400

CICA 1400, General Standards of Financial Statements Presentation, was amended to include requirements to assess and disclose an entity’s ability to continue as a going concern. The new requirements are effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008.

 

At June 30, 2008, the Company had working capital of approximately $29.3 million, which, based on the current level of activity, is sufficient to fund its exploration programs, operating costs and working capital for the next twelve months.

 

While the Company has been successful in raising its required funding from outside sources in the past, it cannot be certain that any such funding would be available in the future, or that funds would be available on terms acceptable to management. Management has assessed the Company’s net asset value, forecasted cash flow requirements and future commitments and is confident that the Company will continue as a going concern.

 

 

6


 



Notes to the Interim Consolidated Financial Statements

Six Months ended June 30, 2008

(Unaudited – Prepared by Management)

 

 

3.    Changes in accounting policies and new accounting developments (Continued)

 

(iv)    Goodwill and Intangible Assets, Section 3064

The CICA issued the new Handbook Section 3064, “Goodwill and Intangible Assets”, which will replace Section 3062, “Goodwill and Other Intangible Assets”. The new standard establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The new standard also provides guidance for the treatment of preproduction and start-up costs and requires that these costs be expensed as incurred. The new standard applies to annual and interim financial statements relating to fiscal years beginning on or after October 1, 2008. Management is currently assessing the impact of this new accounting standard on the Company’s consolidated financial statements.

 

(v)   International financial reporting standards (“IFRS”)

In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that publicly-listed companies will commence using IFRS, replacing Canada’s own GAAP, for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement, for comparative purposes, of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

 

4.  Management of Capital

 

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

In the management of capital, the Company includes the components of shareholders’ equity as well as cash and cash equivalents.

 

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.

 

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors.

 

In order to maximize ongoing development efforts, the Company does not pay dividends.

 

The Company’s investment policy is to invest its cash in highly liquid short-term interest-bearing investments, such as Banker’s Acceptance Notes or Guaranteed Investments Certificates, with initial maturity terms of 90 days or less from the original date of acquisition, selected with regards to the expected timing of expenditures from continuing operations.

 

The Company expects that its current capital resources will be sufficient to carry out its exploration plans and operations through its current operating period.

 

 

7




Notes to the Interim Consolidated Financial Statements

Six Months ended June 30, 2008

(Unaudited – Prepared by Management)

 

 

 

5.  Financial Instruments

 

a)  Fair Value

 

The fair value of financial instruments at June 30, 2008 and December 31, 2007 is summarized as follows:

 

 

June 30, 2008

 

December 31, 2007

 

Carrying amount

Fair value

 

Carrying amount

Fair value

Financial Assets

 

 

 

 

 

Held for trading

 

 

 

 

 

Cash and cash equivalents

$ 31,316,552

$ 31,316,552

 

$ 8,722,779

$ 8,722,779

Other receivables and prepaid expenses

555,607

555,607

 

448,958

448,958

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

$ 2,247,414

$ 2,247,414

 

$ 1,773,532

$ 1,773,532

Due to related parties

309,304

309,304

 

341,158

341,158

 

Fair value estimates are made at the balance sheet date, based on relevant market information and other information about the financial instruments.

 

b)  Financial risk management

 

The Company’s activities potentially expose it to a variety of financial risks, including credit risk, foreign exchange risk (currency), liquidity and interest rate risk.

 

Credit risk

Credit risk is the risk that one party to a financial instrument, will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company deposits the majority of its cash and cash equivalents with high credit quality financial institutions in Canada and holds minimal balances in banks in Argentina and Chile.

 

Currency risk

The Company operates in a number of countries, including Canada, Argentina and Chile, and it is therefore exposed to foreign exchange risk arising from transactions denominated in a foreign currency.

 

The Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are held in several currencies (mainly Canadian Dollars, US Dollars, Argentine Pesos and Chilean Pesos) and are therefore subject to fluctuation against the Canadian Dollar.

 

The Company had the following balances in foreign currency as at June 30, 2008:

 

 

US Dollar

Argentine Peso

Chilean Peso

Cash and cash equivalents

581,846

3,779,595

157,952,049

Other receivables and prepaid expenses

-

259,873

47,572,137

Accounts payable and accrued liabilities

-

(4,796,107)

(107,044,093)

Net balance

581,846

(756,639)

98,480,093

Equivalent in Canadian dollars

588,305

(250,750)

191,150

 

 

8




Notes to the Interim Consolidated Financial Statements

Six Months ended June 30, 2008

(Unaudited – Prepared by Management)

 

 

 

5.   Financial Instruments (continued)

 

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Current financial assets and financial liabilities are generally not exposed to interest rate risk because of their short-term maturity.

 

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash and cash equivalent balances.

 

6.   Mineral Properties

(a)   Acquisition Cost


Don Sixto

$ 3,155,757

CVSA Properties

128,572

Other

70,050

Balance as at June 30, 2008 and December 31, 2007

$ 3,354,379

 


(b)   Exploration Costs

 

CVSA

Chilean

Don Sixto

 

Six months ended

June 30

 

 

Properties

Properties

Project

Other

2008

2007

 

Assays

$ 290,252

$ 188,995

$ 11,804

$ -

$ 491,051

$ 758,119

 

Consultants and contractors

33,557

20,804

1,424

-

55,785

134,883

 

Drilling

2,507,103

1,124,207

-

-

3,631,310

924,012

 

Engineering

15,098

-

-

-

15,098

138,205

 

Environmental

13,619

25,206

6,021

-

44,846

126,922

 

Field camp

272,718

641,152

-

-

913,870

512,623

 

Geological *

608,851

632,745

44,749

122,007

1,408,352

1,098,042

 

Hydrology

-

-

-

-

-

23,073

 

IVA tax

763,201

428,922

41,663

-

1,233,786

440,904

 

Legal and title

89,355

83,580

17,280

447

190,662

168,474

 

Metallurgical *

30,435

-

-

-

30,435

207,012

 

Office operations

314,392

87,836

10,665

-

412,893

96,892

 

Resource development

13,822

18,224

-

4,501

36,547

67,662

 

Travel

326,537

459,481

17,881

1,264

805,163

479,214

 

Wages and benefits *

624,443

567,763

47,798

-

1,240,004

1,382,569

 

Exploration costs

$ 5,903,383

$ 4,278,915

$ 199,285

$ 128,219

$10,509,802

$6,558,606

 

 

*Includes stock based compensation cost as reflected below

 

Six months ended

June 30

 

 

CVSA

Properties

Chilean

Properties

Don Sixto

Project

Other

 2008

2007

 

Geological

$ 186,532

$ 96,503

$                 -

$ 53,613

$ 336,648

$ 427,755

 

Metallurgical

-

-

-

-

-

48,048

 

Wages and benefits

49,488

-

-

-

49,488

654,555

 

Total

$ 236,020

$ 96,503

$ -

$ 53,613

$386,136

$1,130,358

 

 

9




Notes to the Interim Consolidated Financial Statements

Six Months ended June 30, 2008

(Unaudited – Prepared by Management)

 

 

7.   Share Capital

 

The authorized share capital of the Company is 100,000,000 shares without par value.

 

The Company has issued shares of its capital stock as follows:


 
  June 30, 2008 December 31, 2007
 
  Number of Shares Amount Number of Shares Amount

Balance, beginning of year       41,226,487   $ 55,249,342     37,836,013   $ 46,230,295  
Issued during the period/year for:    
  Cash       8,704,275     36,528,240     3,390,474     8,036,284  
  Bonus Shares       83,330     362,985          
  Contributed surplus allocated           297,588         951,489  
  Warrants                   31,274  
  Share Issue costs           (3,354,267 )        

Balance, end of period       50,014,092   $ 89,083,888     41,226,487   $ 55,249,342  


 

In March the Company completed a private placement financing and issued 7,780,000 common shares in May 2008 at a price of $4.50 per share for proceeds of $35.0 million. The Company paid a commission of 6.5% and incurred issue costs of $354,313 for net proceeds of $32.4 million before accounting for the fair value of the Agent’s warrants. In addition, the Company issued 505,700 Agent’s warrants convertible to common shares for a period of 12 months at an exercise price of $4.50 per share. The fair value of the Agent’s warrants, calculated using the Black Scholes Model, of $681,031 has been deducted from net proceeds and allocated to contributed surplus.

 

During the three months ended June 30, 2008, the Company issued 7,780,000 shares upon the conversion of the special warrants as noted above. The Company also issued 250,000 shares at a price of $3.00 per share upon the exercise of warrants; and 182,000 shares at a price of $0.405, 250,000 shares at a price of $1.08, 70,000 shares at a price of $1.12, 50,000 shares at a price of $1.59, 20,000 shares at a price of $3.02, and 60,000 shares at a price of $2.52 upon the exercise of stock options for a total consideration of $1,463,210. In addition, an amount totaling $297,588 representing stock-based compensation recognized on the exercise of the above stock options was allocated to share capital.

 

8. Stock Option Plan

 

The Company has adopted an incentive stock option plan (the “Plan”), the essential elements of which are as follows: The aggregate number of shares of the Company’s capital stock issuable pursuant to options granted under the Plan, which was amended and approved by shareholders on May 23, 2008, may not exceed 8,250,352. Options granted under the Plan may have a maximum term of five years. The exercise price of options granted under the Plan will not be less than the discounted market price of the shares (defined as the last closing market price of the Company’s shares immediately preceding the grant date, less the maximum discount permitted by TSX Venture Exchange (“TSX-V”)), or such other price as may be agreed to by the Company and accepted by the TSX-V. Options granted under the Plan are generally exercisable immediately following the grant, however certain options may be subject to vesting at times as determined by the directors of the Company and the TSX-V.

 

The following is a summary of the status of the Plan at December 31, 2007 and June 30, 2008:

 

10




Notes to the Interim Consolidated Financial Statements

Six Months ended June 30, 2008

(Unaudited – Prepared by Management)

 

 

8.   Stock Option Plan (Continued)


 
  June 30, 2008 December 31, 2007
 
  Shares Weighted
Average
Exercise Price
Shares Weighted
Average
Exercise Price

Options outstanding, beginning                    
of period/year       7,223,275   $ 2.40     5,606,750   $ 1.58  
Forfeited/cancelled       (80,000 )   4.10     (570,000 )   2.75  
Granted       450,000     4.31     3,525,000     3.40  
Exercised       (674,275 )   1.14     (1,338,475 )   1.49  

Options outstanding, end of period/year       6,919,000   $ 2.60     7,223,275   $ 2.40  


 

The following table summarizes information about the stock options outstanding at June 30, 2008.

 

Range of Prices ($) Number Weighted Average
Remaining Life (Years)
Weighted Average
Exercise Price
      0.00       93,000     0.13   $ 0.41  
      1.01       2,596,000     1.71   $ 1.30  
      2.01       1,185,000     3.50   $ 2.49  
      3.01       1,920,000     3.87   $ 3.51  
      4.01       1,125,000     4.59   $ 4.35  

             6,919,000     3.06   $ 2.60  


 

Stock-based Compensation

The fair values of options vested during the three months ended June 30, 2008 was estimated at the grant date or measurement date (Shareholder approval date) using the Black-Scholes option pricing model with the following weighted average assumptions:

Expected annual volatility

66.68%

Risk-free interest rate

2.87%

Expected life

3-3.5 years

Expected dividend yield

0.0%

Stock-based compensation recognized in the quarter, on the vesting of stock options granted, totaling $3,098,935 was allocated to contributed surplus.

 

Stock based compensation has been allocated as follows:

 

 

 

Three months ended

June 30

Six months ended

June 30

 


 

 

2008

 

2007

 

2008

2007

Administration salaries and consulting

 

$ 215,125

 

$ 647,418

 

$ 216,403

$ 647,418

Management compensation

 

1,019,598

 

375,971

 

1,238,870

375,971

Directors’ compensation

 

1,478,076

 

960,957

 

1,478,076

960,957

Shareholder communications

 

-

 

57,618

 

9,260

69,233

Mineral property exploration costs

 

386,136

 

1,130,358

 

386,136

1,130,358

Total

 

$ 3,098,935

 

$ 3,172,322

 

$ 3,328,745

$ 3,183,937

 

 

11




Notes to the Interim Consolidated Financial Statements

Six Months ended June 30, 2008

(Unaudited – Prepared by Management)

 

 

8.   Stock Option Plan (Continued)

 

Option pricing models require the input of highly subjective assumptions including the expected price volatility of the Company’s shares. Changes in input assumptions can materially affect the fair value estimate, and, therefore, these models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.

 

Bonus Shares

The Company has granted 200,000 fully paid bonus shares (“Bonus Shares”) as part of an incentive package pursuant to an employment agreement with the Company’s Chief Operating Officer. The Bonus Shares vest at a rate of 8,333 shares per month such that the Bonus Shares will have vested within 24 months (August 31, 2009). As at June 30, 2008, the Company had issued 83,330 to date of these Bonus Shares with a fair value of $252,573 to the Chief Operating Officer.

 

9.   Warrants

 

At June 30, 2008 the Company had outstanding share purchase warrants exercisable to acquire 505,700 shares as follows:


 

Number

Exercise Price

Expiry Date

505,700

$

4.50

March 26, 2009

 

 


10.   Contributed Surplus


 

June 30, 2008

December 31, 2007

Balance beginning of year

$

7,234,219

$

4,588,941

Stock-based compensation

 

3,328,745

 

3,777,702

Agent’s warrants

 

681,031

 

(31,274)

Bonus Shares

 

(213,325)

 

(149,661)

Contributed surplus allocated

 

(297,588)

 

(951,489)

Balance, end of period

$

10,733,082

$

7,234,219

 

11.   Related Party Transactions

 

Amounts due to related parties of $309,304 at June 30, 2008 (2007 - $112,282) is for management, consulting and exploration fees and for expenses incurred while conducting the Company’s business.

 

During the six month ended June 30, 2008 a total of $790,362 (2007- $515,534) was paid or accrued for related party transactions as described below:

 

 

a)

Exploration and consulting fees totaling $180,000 (2007 - $120,000) were paid or accrued to a corporation of which the President and CEO of the Company is a principal.

 

 

b)

Exploration and development fees of $110,200 (2007 - $155,409) were paid or accrued to a corporation controlled by the Vice-President, Exploration and Development.

 

 

c)

Management fees of $90,000 (2007 - $90,000) were paid to a corporation controlled by the Chairman of the Company.

 

 

d)

Management fees of $86,250 (2007 - $86,250) were paid or accrued to a corporation controlled by the Chief Financial Officer of the Company.

 

 

e)

Management and consulting fees, including the fair value of Bonus Shares granted, of $246,912 (2007 - $nil) were paid or accrued to a company controlled by the Chief Operating Officer of the Company.

 

12




Notes to the Interim Consolidated Financial Statements

Six Months ended June 30, 2008

(Unaudited – Prepared by Management)

 

 

 

11.   Related Party Transactions (Continued)


 

f)

Management fees of $77,000 (2007 - $nil) were paid or accrued to a company controlled by the Executive Vice President, Corporate Development, Environment.

All of the above transactions were in the normal course of operations and, in management’s opinion, undertaken with the same terms and conditions as transactions with unrelated parties.

 

12.   Contractual Obligations

 

The Company leases offices in Vancouver, Argentina and Chile and has expenditure and option payment obligations related to its properties. Option payments and property expenditure obligations are contingent on exploration results and can be cancelled at any time should exploration results so warrant. Other financial commitments are summarized in the table below:


 

Payments Due by Period

 

Total

2008

2009-2010

2011-2012

Office leases

$

327,653

$

60,288

$

157,327

$

110,038

Total

$

327,653

$

60,288

$

157,327

$

110,038

 

13.   Segmented Information


The Company’s activities are all in the one industry segment of mineral property acquisition, exploration and development. Following is a summary of assets and liabilities by geographical segment:


June 30, 2008

Canada

Argentina

Chile

Total

 

Cash and cash equivalents

$ 29,757,410

$ 1,252,557

$ 306,585

$ 31,316,552

 

Other receivables and prepaid expenses

377,147

86,122

92,338

555,607

 

Property and equipment

106,433

109,281

77,801

293,515

 

Mineral properties

3,354,379

-

3,354,379

 

 

30,240,990

4,802,339

476,724

35,520,053

 

Current Liabilities

(720,651)

(1,628,294)

(207,773)

(2,556,718)

 

 

$ 29,520,339

$ 3,174,045

$ 268,951

$ 32,963,335

 

 

 

 

 

 

 

Net loss - 3 month ended June 30, 2008

$ 3,680,621

$ 3,565,098

$ 1,852,744

$ 9,098,463

 

Net loss - 6 month ended June 30, 2008

$ 3,994,403

$ 6,674,678

$ 4,323,381

$ 14,992,462

 

 


December 31, 2007


Canada


Argentina


Chile


Total

Cash and cash equivalents

$ 7,964,731

$ 578,293

$ 179,755

$ 8,722,779

Other receivables and prepaid expenses

349,569

85,406

13,983

448,958

Property and equipment

83,856

38,103

89,003

210,962

Mineral properties

-

3,354,379

-

3,354,379

 

8,398,156

4,056,181

282,741

12,737,078

Current Liabilities

(728,890)

(1,359,669)

(26,131)

(2,114,690)

 

7,669,266

2,696,512

256,610

10,622,388

 

 

 

 

 

Net loss - 3 month ended June 30, 2007

$ 2,656,108

$ 2,953,843

$ 897,006

$ 6,506,957

Net loss - 6 month ended June 30, 2007

$ 3,237,237

$ 4,881,745

$ 1,612,439

$ 9,731,421

 

 

13




EXHIBIT 2



 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management’s Discussion and Analysis

For The Six Months Ended

 

June 30, 2008

 

 


Management’s Discussion and Analysis

 

August 14, 2008

 

In this document: (i) unless the content otherwise requires, references to “me”, “our”, “us”, “the Company” or “Exeter” mean Exeter Resource Corporation and its subsidiaries; (ii) information is provided as of June 30, 2008, unless otherwise stated; (iii) all references to monetary amounts are to Canadian dollars, unless otherwise stated; and (iv) “$” refers to Canadian Dollars and “US$” refers to US dollars.

 

Forward Looking Statements

This management discussion and analysis contains “forward-looking information” and “forward-looking statements” (together, the “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995, as amended, including the Company’s belief as to the timing of its drilling and exploration programs and exploration results. These forward-looking statements appear in a number of different places in this report and can be identified by words and phrases such as but not limited to “estimate”, “plans”, “is expected”, or variations of such words or phrases or statements that certain activities, events or results “may”, “would” or “could” occur. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to vary from any future results, performance or achievements expressed or implied by the forward-looking statements. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. All statements are made as of the date of this Management Discussion and Analysis and the Company is under no obligation to update or alter any forward-looking statements except as required under applicable securities laws. See Risk Factors, below.

 

Risks

The Company is subject to substantial environmental requirements which could cause a restriction or suspension of certain operations. The current and anticipated future operations of the Company require permits from various governmental authorities and such operations are and will be governed by laws and regulations governing various elements of the mining industry. The Company’s exploration activities in Argentina and Chile are subject to various Federal, Provincial and local laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, and other matters. Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company to obtain permits from various governmental agencies.

 

During the second quarter 2007, Exeter ceased all exploration activities at the Don Sixto Project following the anti-mining legislation which was passed by the Mendoza Provincial Government. The legislation, introduced in June 2007, effectively precludes the development of some mining projects in Mendoza Province, as certain chemicals traditionally used in the mining process were banned. The Company has filed an action in the Mendoza Supreme Court to have this anti-mining legislation declared unconstitutional. Should the Company not be successful in its constitutional challenge or the anti-mining legislation not be amended, the carrying value of the Don Sixto project may not be recoverable requiring the Company to write-off its entire investment of $3.2 million.

 

The exploration and development of mineral deposits involve significant risks which careful evaluation, experience and knowledge may not, in some cases, fully mitigate. The commercial viability of any mineral deposit depends on many factors, not all of which are within the control of management. Some of the factors that affect the financial viability of a given mineral deposit include its size, grade and proximity to infrastructure. Government regulation, taxes, royalties, land tenure, land use, environmental protection and reclamation and closure obligations all have an impact on the economic viability of a mineral deposit.

 

The marketability of minerals is affected by numerous factors beyond the control of the Company. These factors include, but are not limited to, market fluctuations, government regulations relating to prices, taxes and royalties, allowable production, import, exports and supply and demand. One or more of these risk elements could have an

 

2



impact on costs of an operation and if significant enough, reduce the profitability of all future production and threaten the continuation of a particular project or operations altogether.

 

The Company has no production of minerals and its properties are all currently at the exploration stage. There is no assurance that a commercially viable mineral deposit exists on any of the Company’s properties, and substantial additional work will be required in order to determine the presence of any such deposit.

 

Although the Company can conduct exploration on most of its properties year-round, exploration on some of its Patagonia properties and properties at higher altitude in Chile and Argentina is difficult during the winter months of June to October.

 

The Company relies on equity financings to fund its activities. While it has been successful in the past, there is no guarantee that the Company will be successful in raising funds through those means in the future.

 

Risk factors are more fully described in the Company’s Annual Information Form attached as an exhibit to the Annual Report on Form 40-F for the year ended December 31, 2007, and subsequent filings with the SEC. You can review and obtain copies of our filings from the SEC’s website at http://www.sec.gov/edgar.shtml

 

Cautionary Note to U.S. Investors

 

The United States Securities and Exchange Commission (“SEC”) permits mining companies in their filings with the SEC to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms, such as “inferred resource”, that the SEC guidelines strictly prohibit us from including in our filing with the SEC. U.S. investors are urged to consider closely the disclosure contained in our Form 40-F, File No. 001-33136 . You can review and obtain copies of our filings from the SEC’s website at http://www.sec.gov/edgar.shtml .

 

Report on Operations

 

The Company continued its exploration activities at Cerro Moro throughout the quarter while activities at Caspiche were terminated in May due to the onset of South American winter conditions. Details of drilling results from the Cerro Moro and Caspiche projects have been released as assay results were reviewed and validated. Results reflected ongoing success with the Company continuing activities at Cerro Moro utilizing three drill rigs as part of its planned 40,000 meters exploration program over the next year while at Caspiche the Company is preparing for commencement of its exploration program, expected to resume in late September or early October depending on the length of the South American winter. The Company is expecting to complete approximately 40,000 meters of drilling at Caspiche as part of its currently budgeted $15.0 million exploration program during the summer field season.

 

 

3



 

 

 

 

Map of Southern South America focusing on Exeter’s projects in both Argentina and Chile:

 


 

4



 

 

Summary of Projects

 

 

Rights

Acquired

 

Properties

Land Area

(sq. km)

 

Paid to June 30, 2008

Future

Commitments

100%

Owned

Cerro Moro **

-15 tenements

170

*

- 2% NSR to CVSA

100% Owned

Santa Cruz Regional

-15 tenements

1,450

Nil

Nil

Option for 100%

CVSA Properties

Santa Cruz, Chubut, Rio Negro

- 23 tenements

722

US$100,000

 

* includes acquisition of

Cerro Moro

- exploration costs

totaling US$3 million

to Dec. 30, 2009

 

- 2% NSR

Option for

100%

Northern Chile

Maricunga Property (Caspiche)

30

Nil

- expenditure totaling

US$2.5 million to January 31, 2011

 

- 3.0 % NSR

Data

Southern Chile

- 48 Targets

N/A

Nil

Nil

Option for 100%

Don Sixto (La Cabeza)

- 7 tenements

82

4,100,000 shares

plus US$175,000

- cash payments totaling

US$400,000 to Dec. 15, 2014 ***

 

- 3.5% NSR

 

Option for

100%

 

Don Sixto Regional

- 7 tenements

81

US$25,000

- annual payments of US$25,000

for six years ***

 

- 3 annual payments of

US$200,000 for 100%

100% Owned

Don Sixto Regional

- 4 tenements

235

Nil

Nil

Option for 100%

MRP Properties

Agua Nueva (Don Sixto), Rosarita South, La Ramada

- 13 tenements

300

$70,050

- cash payments totaling

$370,000 to October 1, 2015

 

- 2% NSR

 

Option for

100%

 

 

Estelar Properties

Rosarita, Quispe and El Salado

- 6 tenements

68

 

1,000,000 shares

 

 

 

- 2% NSR

 

 

 

** On March 5, 2008, the Company announced that it had entered into a letter of intent (“LOI”) with Fomento Minera de Santa Cruz Sociedad del Estado (“Fomicruz”). The LOI sets out the key terms of a strategic agreement between the Company and Fomicruz for the future development of Cerro Moro and is more fully described in the section on Cerro Moro under acquisition terms.

 

*** Exploration activities have been suspended due to the anti-mining legislation and annual payments have been deferred until such time as the legislation is amended.

 

 

5



 

CHILE

 

Northern Chile - Maricunga

 

Caspiche Project

 

In 2005, the Company entered into an agreement with Minera Anglo American Chile Limitada and Empresa Minera Mantos Blancos S.A. (“Anglo American”) over seven properties in the Maricunga region of Chile. The terms of the agreement provide for increasing annual drilling and exploration commitments over five years, and the phased reversion of five properties to Anglo American which has occurred. Exeter has satisfied its obligations under the agreement to June 30, 2008. Once Exeter has spent a total of US$2.55 million, including completing 15,500 metres of drilling, it will have earned a 100% interest in the remaining properties. Anglo American will be entitled to a 3% net smelter return from production.

 

All hard copy data received from Anglo American was digitized, and the satellite (Aster) imagery for the area secured, prior to the commencement of field work in November 2005. Magnetic data acquired for Caspiche has been reprocessed to delineate targets for epithermal gold mineralization. Exploration, including geochemical sampling and prospecting was conducted through the field season in early 2006. This work resulted in early reversion of five of the seven properties to Anglo American and allowed Exeter to focus on the two most favourable properties, jointly referred to as the Caspiche project. Previously, exploration by Newcrest Mining led to the discovery and subsequent drilling of the upper levels of a copper-gold porphyry system at Caspiche.

 

The Caspiche project is located in a prolific region of gold porphyry deposits, 15 km (10 miles) southeast of Kinross Gold’s Refugio Mine and 11 km (7 miles) north of Barrick Gold – Kinross Gold’s Cerro Casale project.

 

On May 6, 2008, the Company filed technical report compliant with National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) for the Caspiche Project prepared by Glen van Kerkvoort, Exeter’s Chief Geologist, Gustavo L.A. Delendatti, Exeter’s Project Geologist and Jerry Perkins, Exeter’s VP Development and Operations; all Qualified Persons under NI 43-101 (“QP”). The report can be viewed on SEDAR at www.sedar.com.

 

ARGENTINA

 

Cerro Moro and CVSA Properties – Patagonia

 

Acquisition terms

In January 2004, the Company announced that it had secured an option from CVSA to acquire all of CVSA’s exploration projects (the “CVSA Properties”), except those surrounding the Cerro Vanguardia gold mine, in Patagonia, Argentina. CVSA is owned 92.5% by AngloGold Ashanti Ltd. and 7.5% by Fomicruz.

 

Under the option agreement, Exeter paid CVSA US$100,000 for the right to earn a 100% interest in the CVSA Properties by spending US$3.0 million within five years, including completing 8,000 metres of drilling on any of the four major projects which comprise the CVSA Properties. CVSA also has the right to back into a 60% interest in a project following the completion of 10,000 metres of drilling on that project, by paying Exeter 2.5 times its expenditures on that project and by paying for all the project costs to the completion of a bankable feasibility study. CVSA can increase its interest in a project to 70%, by financing Exeter’s share of mine development costs, at industry standard terms. Should CVSA elect not to back into a project, its interest will revert to a 2% net smelter royalty (“NSR”) in that project.

 

At the end of 2006, Exeter had met the obligation to incur total aggregate expenditures of US$3.0 million, and had completed 12,000 metres of drilling, and in early 2007 notified CVSA that it was exercising the option to acquire the CVSA Properties subject to their back in right. On August 2, 2007, Exeter notified CVSA that it had completed 10,000 metres of drilling at Cerro Moro and provided them with a report containing exploration results in early September. In October 2007, CVSA advised the Company that it had elected not to exercise the back-in right and its interest reverted to a 2% NSR on the Cerro Moro project.

 

6



 

 

On March 5, 2008, the Company announced that it had entered into a letter of intent with Fomento Minera de Santa Cruz Sociedad del Estado (“Fomicruz”), a company owned by the government of Santa Cruz province, Argentina. The letter of intent (“LOI”) sets out the key terms of a strategic agreement between the Company and Fomicruz for the future development of Exeter’s 100 percent owned Cerro Moro project in Santa Cruz, and provides access to Fomicruz’s significant landholding around Cerro Moro. The Company and Fomicruz will, subject to approval by the parties, enter into a detailed agreement which is expected to include the following terms:

 

 

(i)

Fomicruz will acquire a 5 percent interest in the Company’s 160 square kilometre Cerro Moro project;

 

(ii)

The Company will have the right to earn up to an 80 percent interest in 763 square kilometres of Fomicruz’s exploration properties adjoining the Cerro Moro project by incurring US$10 million in exploration expenditures over a number of years to be determined later;

 

(iii)

The Company will finance all exploration and development costs of the Cerro Moro project and Fomicruz will repay an agreed amount of those costs from 50 percent of Fomicruz’s share of net revenue from future operations; and

 

(iv)

The Company will manage the exploration and potential future development on the properties.

 

Property Description

The CVSA properties are grouped into the four main project areas listed below, of which Cerro Moro was the most advanced at the time of acquisition:

 

Cerro Moro*

15 tenements

170 sq km

Other Santa Cruz properties

8 tenements

341 sq km

Chubut properties

11 tenements

241 sq km

Rio Negro properties

4 tenements

140 sq km

 

* Now 100% owned by the Company subject to a 2% NSR.

 

A number of the properties considered to be low priority targets were returned to CVSA in 2005 and in 2006. Additional properties have been acquired around projects considered to have good potential for discoveries. Following the acquisition of Cerro Moro by the Company in October 2007, a total of 23 tenements covering 722 square kilometres in three provinces remain subject to the agreement. Prospecting and geochemical surveys have been conducted on many of the Santa Cruz, Chubut and Rio Negro properties and, following that work and the favourable mining regime in Santa Cruz, the Company has decided to focus its attention on the Cerro Moro, Cerro Puntudo and Verde projects, all situated in Santa Cruz Province. Other properties in Santa Cruz Province covered by the agreement include the Calandria and Azul properties.

 

On May 6, 2008, the Company filed a technical report compliant with NI 43-101 for the Cerro Moro project prepared by Jerry Perkins, Exeter’s VP Development and Operations, and Matthew Williams, Exeter’s Exploration Manager, both QP’s under NI 43-101. The report can be viewed on SEDAR at www.sedar.com.

 

Cerro Puntudo Project – Santa Cruz Province

 

The 200 square kilometre Cerro Puntudo project is approximately 100 kilometres west of the Cerro Vanguardia mine in Santa Cruz Province. The known mineralization is considered to be epithermal in character, hosted within Jurassic age, felsic volcanic rocks.

 

Verde Silver Project – Santa Cruz Province

 

Silver mineralization on the Verde property, in western Santa Cruz Province, relates to at least 30 geological structures.

 

Calandria Project - Santa Cruz Province

 

The Calandria Project is thought to have potential for high-level low sulphidation style epithermal gold deposits. Geologic mapping and a ground magnetic survey have been conducted with some 600 line kilometres completed.

 

7




Don Sixto (La Cabeza) – Mendoza

 

Exeter ceased exploration at Don Sixto following the Mendoza Provincial Government’s anti-mining legislation enacted in June 2007. The new legislation banning the use of certain chemicals traditionally used in the mining process effectively precludes the development of mining projects in Mendoza Province. The Company deferred all exploration and independent engineering studies in Mendoza and filed an action in the Mendoza Supreme Court to have this anti-mining legislation declared unconstitutional. Should the Company not be successful in its constitutional challenge or the anti-mining legislation not be amended, the carrying value of the Don Sixto project may not be recoverable requiring the Company to write-off its entire investment of $3.2 million. The Company continues to work with all levels of government, industry and unions to demonstrate that the Don Sixto project, if viable, could be developed responsibly and that it would provide important economic and social benefits to the community and to the Province.

 

Acquisition terms

In 2005, the Company completed the acquisition of Cognito Limited (“Cognito”), a company that has the option to acquire a 100% interest in the Don Sixto gold project. The Company issued a total of 4,100,000 common shares and paid $25,000 to Rowen Company Limited (“Rowen”) and its principals as consideration for the option to acquire Cognito and in settlement of the purchase consideration. Bryce Roxburgh, the President and CEO and a director of the Company, is a principal of Rowen.

 

To earn its interest in the Don Sixto property (subject to a 3.5% NSR in favour of the owners of the property), Cognito must pay to the owners of the property a total of US$525,000, in staged payments, by December 2014. On behalf of Cognito, the Company has made all required payments totaling US$175,000 to date. Cognito may terminate the staged payments upon making a development decision in respect of the project; provided that production commences within two years of a development decision. Cognito has the option to purchase the NSR outright for US$1,000,000.

 

Early in 2007, the Company expanded its holding around Don Sixto by signing an option agreement over an additional 81 square kilometres (20,160 acres) of exploration rights, situated to the immediate north of Don Sixto. The option was acquired to secure areas considered favourable for the discovery of epithermal gold-silver systems. The terms for the option provide for annual payments of US$25,000 over six years followed by a purchase price comprising three annual payments of US$200,000. There are no expenditure requirements.

 

Early in 2008, the Company entered an agreement with the property owners deferring the annual payments until such time as the legislation is amended such that mining can be conducted in Mendoza Province.

 

Property Description

Don Sixto is located 370 km south of the city of Mendoza, in Mendoza Province, and consists of seven gold concessions, covering approximately 82 square kilometres. Approximately 615 square kilometres of additional concessions, comprising the Agua Nueva property and other properties in the area, are held under option pursuant to agreements with Minera Rio de la Plata, described below, the option entered into in early 2007, and the areas acquired by the Company. Geologically, it is readily accessed by gravel roads and lies at an elevation of 1,100 metres above sea level. The area has no grid electricity or water pipeline.

 

On February 20, 2008, the Company re-filed a NI 43-101 compliant technical report for the Don Sixto Project prepared by Arnold van der Heyden, B.Sc. Geo. and Dr. William Yeo, PhD, B.Sc. Geo., both independent and QP’s under NI 43-101. The report can be viewed on SEDAR at www.sedar.com.

 

Purchase of Surface Rights

The Company purchased the 8,000 hectare property overlying the proposed Don Sixto development site in late 2005 for US$78,000. The purchase agreement requires that the Company build two new houses for the prior landowners and grants them the right to reacquire the property upon completion of mining activities.

 

Estelar Properties

 

Acquisition terms

 

In July 2003, the Company completed the acquisition of Estelar Resources Limited (“Estelar”), a company that owns the rights to four mineral projects in Argentina. The consideration paid for the acquisition of Estelar was the


8





issuance of 1,000,000 common shares of the Company to Estelar’s shareholders. The Estelar properties carry a 2% NSR, payable to the previous owner.

 

Property Description

The Estelar projects currently cover approximately 68 square kilometres of exploration rights in central and western Argentina. Individually, the properties are referred to as the Quispe, Rosarita and El Salado gold projects - all of which have the potential for the discovery of epithermal gold deposits and/or porphyry gold-copper systems. There are no exploration commitments on the projects.

 

Quispe Project – Catamarca Province

 

The Quispe Project is located in southwestern Catamarca province in northwest Argentina and covers 30 square kilometres of exploration rights. The project was identified through ground follow-up of satellite-imagery color anomalies. The target is a porphyry copper-gold deposit and/or high-sulphidation epithermal gold system.

 

Rosarita Project – San Juan Province

 

The Rosarita Project, located in San Juan Province, covers 30 square kilometres of exploration rights and has potential for a low-sulphidation epithermal gold system. The project lies immediately south of Intrepid’s Casposo gold-silver development stage deposit, which is the subject of a pre-feasibility study for the development of an open pit / underground gold mine.

 

El Salado Project – San Juan Province

 

The El Salado property covers an area of 8 square kilometres over a large, low grade, copper-gold porphyry system. The property is located 200 kilometres north of San Juan City, the capital of San Juan Province.

 

MRP Properties

 

Acquisition terms

In November 2003, the Company entered into an option agreement to acquire a 100% interest in three gold properties, Agua Nueva, La Ramada and Rosarita South, from Minera Rio de la Plata (“MRP”), a private, arm’s length Argentine company. Tenements peripheral to the Don Sixto and Rosarita projects were relinquished from the agreement during 2006 resulting in the retention of 13 tenements covering 300 square kilometres.

 

The option agreement requires payments totaling $440,000 by October 2015 of which $70,050 has been paid to June 30, 2008 and provides for a 2% NSR, which Exeter can purchase outright for $750,000 payable to MRP from future production. There are no minimum annual exploration expenditure commitments on these properties.

 

Agua Nueva (Don Sixto North) – Mendoza Province

 

The Agua Nueva property covers an area of approximately 299 square kilometres that adjoins the Company’s Don Sixto property to the east, west and north.

 

La Ramada – La Rioja Province

 

The property comprises exploration titles over a 1 square kilometre area. The Company plans to undertake mapping and geochemical sampling to define targets for drilling and will likely acquire additional lands in the area.

 

CHILE

 

OTHER PROJECTS

Magallanes

 

In 2006, Exeter entered into an agreement with Rio Tinto Mining & Exploration Limited (“Rio Tinto”) covering 48 exploration targets in Magallanes, Chile. Rio Tinto has the right to acquire a 60% interest in any of these targets once Exeter has drilled 5,000 metres on any target by notifying the Company of its intention to acquire an interest. Should Rio Tinto not exercise its option, it will be entitled to a 1% royalty from production on that property.

 

9




Following a detailed review of the Rio Tinto data, the Company applied for concessions over some of the targets including Punta Southerland, Pico Batchelor and Monte del Sol covering a total area of 5,400 hectares.

 

Cochrane

 

Mineral rights to the Confluencia project, located outside of the area covered by the Rio Tinto agreement, were secured in 2006.

 

Results from Operations

 

The Company began the six month period with 41,226,487 shares outstanding and ended the period with 50,014,092 shares outstanding. During the six month period, the Company received proceeds of $36.5 million and issued 8,704,275 shares upon the exercise of options, warrants, and financing completed in March 2008. The Company also issued 83,330 shares to the Chief Operating Officer as part of his remuneration package. Shares issued and proceeds received during the six months ending June 30, 2008 are:

 

 

Options

Exercised

Warrants Exercised

Bonus

Shares

Conversion of Special Warrants

 

Total

Shares issued

674,275

250,000

83,330

7,780,000

8,787,605

Proceeds

$768,240

$750,000

-

$35,010,000

$36,528,240

 

Subsequent Events

 

Subsequent to June 30, 2008, the Company issued shares pursuant to the exercise of options as follows:

 

 

Options Exercised

Shares issued

93,000

 

Net proceeds

$37,665

 

 

As at August 14, 2008, the Company had 50,107,092 shares outstanding.

 

Summary of Financial Results

 

Selected Information

 

The Company’s interim financial statements (the “Interim Financial Statements”) for the six month period ended June 30, 2008 have been prepared in accordance with Canadian generally accepted accounting principles and practices. The following selected financial information is taken from the Interim Financial Statements and the Company’s audited consolidated financial statements for the year ended December 31, 2007 and should be read in conjunction with those statements.

 

Second Quarter Ended June 30, 2008

The Company’s exploration program at Cerro Moro in Argentina continued steadily into the South American winter months. Drilling ceased for the season at Caspiche in early May due to the onset of harsh winter conditions. The Company’s Don Sixto project remains on hold and only maintenance and security activities are currently being conducted on site. Exploration costs during the three month period ended June 30, 2008 at Cerro Moro including some of the other CVSA properties, the Chilean properties (including Caspiche) and the Don Sixto project were $3.5 million, $2.0 million and $0.1 million respectively. Total exploration costs of $5.6 million were recorded in the second quarter of 2008, which is a representation of the Company’s efforts to better define known mineral zones on its two key projects.

Net loss and comprehensive loss, before stock-based compensation of $3.1 million, was $6.0 million in the second quarter. Significant expenditures during the quarter other than exploration costs included $0.5 million for administrative salaries and consulting, $1.1 million for management compensation, and $1.5 million for directors’ compensation, all three of which included an allocation of stock-based compensation in the amounts of $0.2 million, $1.0 million, and $1.5 million respectively, while $0.4 million was allocated to mineral property exploration costs. Stock-based compensation of $3.1 million was higher in the second quarter, compared to the previous quarter as a number of options granted in late 2007 and early 2008 were not expensed until they received shareholder approval at the Company’s Annual General Meeting held on May 23, 2008.

 

10




Second Quarter 2008 Compared to First Quarter 2008

 

Cash and cash equivalents at March 31, 2008 was $36.7 million and at the end of the second quarter 2008 the balance had decreased by $5.4 million to $31.3 million. This reduction in cash and cash equivalents is the result of the Company’s continued exploration efforts at both Cerro Moro and Caspiche during the most recent quarter.

 

The Company’s net loss and comprehensive loss, before stock-based compensation, for the quarter of $6.0 million is slightly higher, before stock-based compensation, of $5.7 million incurred in the first quarter of 2008. Exploration activity continued during the second quarter at Cerro Moro and Caspiche with expenses, less stock-based compensation, similar to those of the previous quarter.

 

Net cash received through the issuance of Company shares in the first quarter of 2008 was significantly more than in the second quarter. This is because the Company completed a capital financing raising gross funds of $35.0 million upon the issuance of 7.78 million shares. However, cash received through the issuance of shares upon the exercise of options and warrants was higher in the second quarter, raising nearly $1.5 million compared to only $50,000 in the first quarter of 2008.

 

Second Quarter 2008 Compared to Second Quarter 2007

 

The Company’s net loss and comprehensive loss, before stock-based compensation, for the second quarter 2008 of $6.0 million was approximately $2.6 million more than the loss, before stock-based compensation, of $3.3 million recorded in the second quarter of 2007. Exploration expenditures incurred in the second quarter 2008 were about $1.6 million more than in the second quarter of 2007 mainly due to increased costs on the Caspiche project. With the favourable drilling results at both Caspiche and Cerro Moro during the 2007 field season, exploration activities, and thus related expenses, increased during the latest drill season in an effort to expedite the possibility of establishing measurable resources on both projects.

 

Management compensation and directors’ compensation were noticeably higher while administration salaries and consulting were lower when compared to the second quarter of 2007. These differences are driven primarily by the allocation of stock-based compensation over the different compensation related expense accounts. Total stock-based compensation expensed in the second quarter of 2008 was very similar to the amount expensed in the second quarter of 2007, or $3.1 million and $3.2 million respectively. The increase in management compensation and directors’ compensation during the most recent quarter is a direct result of the granting and vesting of certain stock-based awards to new and existing members of management and to the board of directors. The expense was recognized in the second quarter after shareholder approval was obtained for certain stock-based award grants at the Company’s Annual General Meeting in May 2008. More stock-based compensation was allocated to administration salaries and consulting in the second quarter of 2007 than in the second quarter of 2008 thus resulting in this lower expense.

 

($000’s, except for share data)

 

Three month period ended June 30,

2008

2007

2006

Interest income

$

259

$

85

$

68

Mineral property exploration costs 1

$

5,188

$

2,798

$

2,540

Stock-based compensation 2

$

3,099

$

3,172

$

527

Loss

$

9,098

$

6,507

$

3,843

Basic and diluted loss per common share

$

0.19

$

0.17

$

0.13

 

1) excluding stock-based compensation cost allocated of $386,136 (2007- $1,130,358 2006- $nil).

2) stock-based compensation costs have been allocated to administrative salaries and consulting, management compensation, directors’ compensation, mineral property exploration costs, and shareholder communications.

 

As at

June 30,

2008

March 31,

2008

December 31, 2007

Working capital

$

29,315

$

33,688

$

7,057

Total assets

$

35,520

$

40,930

$

12,737

Total liabilities

$

2,557

$

3,649

$

2,115

Share capital

$

89,084

$

55,334

$

55,249

Deficit

$

(66,854)

$

(57,755)

$

(51,861)


11




The following is a summary of quarterly results taken from the Company’s unaudited quarterly consolidated financial statements:

Comparison to Prior Quarterly Periods

 

($000’s, except for share data)

 

 

2008

2007

2006

 

 

 

2nd Quarter

1st Quarter

4th Quarter

3rd Quarter

2nd

Quarter

1st Quarter

4th Quarter

3rd Quarter

 

Interest

259

79

106

115

85

86

86

17

 

Net loss and comprehensive

loss, excluding stock-based

compensation*

5,999

5,664

3,867

2,677

3,335

3,212

4,973

3,199

 

Administration expenditures**

1,039

829

992

475

623

661

1,059

423

 

Mineral property exploration

costs, excluding stock-based

compensation *

5,188

4,935

3,126

2,157

2,798

2,630

3,616

2,754

 

Stock-based compensation

3,099

230

437

156

3,172

12

1,214

78

 

Basic and diluted loss per

common share

$0.19

$0.14

$0.10

$0.07

$0.17

$0.09

$ 0.18

$ 0.11

 

* Stock-based compensation costs have been allocated as set out above.

 

**Administration expenditures are calculated by removing interest, stock-based compensation, exploration costs, and the effect of the conversion of foreign currencies from the net loss.

 

Interest income in the latest quarter was significantly higher when compared to previous quarters as the exercise of options and warrants together with the capital financing completed in March 2008, has resulted in the Company maintaining higher interest earning cash balances. With the completion of the capital financing, the Company will continue to earn increased amounts of interest, however the amounts will decline in line with the Company utilizing its cash to fund operations.

 

Net loss and comprehensive loss per quarter, excluding, has steadily increased over the last six quarters after accounting for the seasonal exploration effect. The Company has increased exploration costs during the first and fourth quarters of the year as these are the summer months in South America and are ideal for exploration and drilling. The growing level of exploration costs are a reflection of the Company’s continued advancement of its key projects, particularly the focused efforts on its Caspiche and Cerro Moro projects during the first half of the most recent fiscal year.

 

Liquidity and Capital Resources

 

The Company’s cash and cash equivalents at June 30, 2008 totalled $31.3 million compared to $36.7 million at March 31, 2008 and $8.7 million at December 31, 2007. This increase at March 31, 2008 is a result of the Company completing a $35.0 million financing. The Company continues to utilize its cash resources to fund project exploration and administrative requirements. Aside from such cash, the Company has no material liquid assets. The Company has cash balances which, unless replenished by capital fundraising, will continue to decline as the Company utilizes these funds to conduct its operations.

 

The Company has no loans or bank debt and there are no restrictions on the use of its cash resources.

 

Currently held funds will be used for planned exploration programs and for general corporate purposes. The Company may be required to undertake additional financing to fund the exploration of new projects or if it were to significantly expand exploration of existing projects.

 

In March 2008, the Company completed a private placement financing and issued 7.78 million common shares in May at a price of $4.50 per share for proceeds of $35.0 million. The Company paid a commission of 6.5% and incurred issue costs of $354,313 for net proceeds of $32.4 million before accounting for the fair value of the Agent’s warrants. In addition, the Company issued 505,700 Agent’s warrants convertible to common shares for a period of 12 months at an exercise price of $4.50 per share. The fair value of the Agent’s warrants, calculated using the Black Scholes Model, of $681,030 has been deducted from net proceeds.

 

12




Contractual Obligations

 

The Company leases offices in Vancouver, Argentina and Chile and has expenditure and option payment obligations related to its properties. Option payments and property expenditure obligations are contingent on exploration results and can be cancelled at any time should exploration results so warrant.

 

 

Payments Due by Period

 

Total

2008

2009-2010

2011-2012

After 2012

Office leases

$

327,653

$

60,288

$

157,327

$

110,038

$

-

Total

$

327,653

$

60,288

$

157,327

$

110,038

$

-

 

Related Party Transactions

 

Amounts due to related parties of $309,304 at June 30, 2008 (2007 - $112,282) is for management, consulting and exploration fees and for expenses incurred while conducting the Company’s business.

 

During the six months ended June 30, 2008 a total of $790,362 (2007- $515,534) was paid or accrued for related party transactions as described below:

 

 

a)

Exploration and consulting fees totaling $180,000 (2007 - $120,000) were paid or accrued to Rowen Company Ltd (“Rowen”). The Company’s President and CEO, Mr. Roxburgh, is a principal of Rowen. The Company has entered into a 2 year agreement with Rowen for the provision of Mr. Roxburgh’s services.

 

 

b)

Exploration and development fees of $110,200 (2007 - $155,409) were paid or accrued to J. Perkins and Associates Pty Ltd., a corporation controlled by Mr. Perkins, the Company’s Vice-President, Exploration and Development.

 

 

c)

Management fees of $90,000 (2007 - $90,000) were paid or accrued to Canaust Resource Consultants Ltd (“Canaust”) a corporation controlled by Mr. Simpson, the Chairman of the Company. The Company has entered into a 2 year agreement with Canaust for the provision of Mr. Simpson’s services.

 

 

d)

Management fees of $86,250 (2007 - $86,250) were paid or accrued to 667060 BC Ltd (“667060”), a corporation controlled by Mr. Bond, the Chief Financial Officer of the Company. The Company has entered into a 2 year agreement with 667060 for the provision of Mr. Bond’s services.

 

 

e)

Management and consulting fees, including the fair value of the bonus shares granted, of $246,912 (2007 - $nil) were paid or accrued to Formost Enterprises Ltd (“Formost”) a company controlled by Mr. Cholakos, the Chief Operating Officer of the Company. The Company has entered into a 2 year agreement with Formost for the provision of Mr. Cholakos’ services.

 

 

f)

Management and consulting fees of $77,000 (2007 - $nil) were paid or accrued to HBA Management Consultants Ltd. (“HBA”) company controlled by Mr. McPhie, the Company’s Executive Vice President, Corporate Development and Environment. The Company has entered into a 2 year agreement with HBA for the provision of Mr. McPhie’s services.

 

All of the above transactions were in the normal course of operations and, in management’s opinion, undertaken with the same terms and conditions as transactions with unrelated parties.

 

13




 

Outlook

 

In the second half of 2008, the Company plans to continue its exploration and drilling programs at Cerro Moro in Santa Cruz, Argentina and Caspiche in the Maricunga, Chile. However, exploration and drilling at its Casiphe project is limited as the winter months of May through September are generally too challenging to work through due to severe winter weather at the property’s high altitude location.

 

The Company will continue working with all levels of government, industry and unions to demonstrate that the Don Sixto project in Mendoza, if viable, could be developed responsibly and that it would provide important economic and social benefits to the community and the province.

 

Exploration campaigns are planned for some of the Company’s non-primary properties which are either new to the Company or are still considered to be under-explored. These programs are, however, dependent at least in part on the Company being able to secure adequate qualified personnel to conduct such programs.

 

Proposed Transactions

 

The Company continues to evaluate new property acquisitions. Should it enter into agreements on new properties it may be required to make cash payments and complete work expenditure commitments under those agreements.

 

Critical Accounting Estimates and Policies

 

The Company’s accounting policies are discussed in detail in the Annual Financial Statements; however, accounting policies require the application of management’s judgement in respect of the following relevant matters:

 

 

(i)

mineral property costs – the Company regularly reviews the carrying value of each mineral property for conditions that suggest impairment. This review requires significant judgement where the Company does not have any proven or probable reserves that would enable an estimate of future cash flows to be compared to the carrying values. Factors considered in the assessment of asset impairment include, but are not limited to, whether there has been a significant decrease in market price of the property; whether there has been a significant adverse change in the legal, regulatory, accessibility, title, environmental or political factors that could affect the property’s value; whether there has been an accumulation of costs significantly in excess of the amounts originally expected for the property’s acquisition, development or cost of holding; whether exploration activities produced results that are not promising such that no more work is being planned in the foreseeable future and whether the Company has significant funds to be able to maintain its interest in the mineral property; and

 

 

(ii)

stock-based compensation – the Company provides compensation benefits to its employees, directors, officers and consultants through a stock-based compensation plan. The fair value of each option award is estimated on the date of the grant using the Black-Scholes option pricing model. Expected volatility is based on historical volatility of the stock. The Company utilizes historical data to estimate option exercises and termination behaviour with the valuation model. The risk-free rate for the expected term of the option is based on the Government of Canada yield curve in effect at the time of the grant. Actual results may differ materially from those estimates based on these assumptions.

 

Changes in Accounting Policies and new accounting developments

 

(i) Capital Disclosures, Section 1535

 

Effective January 1, 2008, the Company adopted Section 1535 “Capital Disclosures” which requires the disclosure of information that enables users of an entity’s financial statements to evaluate its objectives, policies and processes for managing capital such as qualitative information about its objectives, policies and processes for managing capital, summary quantitative data about what the entity manages as capital, whether it has complied with any capital requirements and, if it has not complied, the consequences of non-compliance. Disclosures required by this standard are included in Note 4 of the Company’s June 30, 2008 interim financial statements.

 

(ii) Financial Instruments Disclosures, Section 3862 / Financial Instruments Presentation, Section 3863

Effective January 1, 2008, the Company adopted Section 3862 “Financial Instruments – Disclosures”. This Section requires entities to provide disclosure of quantitative and qualitative information in their financial statements that

 

14




enable users to evaluate (a) the significance of financial instruments for the entity’s financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and management’s objectives, policies and procedures for managing such risks. Disclosures required by this standard are included in Note 5 of the Company’s June 30, 2008 interim financial statements.


(iii) Going Concern - Amendments to Section 1400

 

CICA 1400, General Standards of Financial Statements Presentation, was amended to include requirements to assess and disclose an entity’s ability to continue as a going concern. The new requirements are effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008.

 

At June 30, 2008, the Company had working capital of approximately $29.3 million, which based on current levels of activity is sufficient to fund its exploration programs, operating costs and working capital for the next twelve months. While the Company has been successful in raising its required funding from outside sources in the past, it cannot be certain that any such funding would be available in the future, or that funds would be available on terms acceptable to management. Management has assessed the Company’s net asset value, forecasted cash flow requirements and future commitments and is confident that the Company will continue as a going concern.

 

International Financial Reporting Standards (“IFRS”)

 

In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement, for comparative purposes, of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

 

Goodwill and intangible assets, Section 3064

 

The CICA issued the new Handbook Section 3064, “Goodwill and Intangible Assets”, which will replace Section 3062, “Goodwill and Other Intangible Assets”. The new standard establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The new standard also provides guidance for the treatment of preproduction and start-up costs and requires that these costs be expensed as incurred. The new standard applies to annual and interim financial statements relating to fiscal years beginning on or after October 1, 2008. Management is currently assessing the impact of this new accounting standard on the Company’s consolidated financial statements.

 

Management’s Responsibility for the Financial Statements

 

The audit committee is responsible for reviewing the contents of this document along with the interim quarterly financial statements to ensure the reliability and timeliness of the Company’s disclosure while providing another level of review for accuracy and oversight.

 

There have been no changes in the Company’s disclosure controls and procedures during the three months ended June 30, 2008.

 

Internal Control over Financial Reporting

 

There have been no changes in the Company’s internal controls and procedures over financial reporting during the three months ended June 30, 2008.

 

15




 

 

EXHIBIT 3



Form 52-109F2 Certification of Interim Filings

 

I, Bryce Roxburgh, Chief Executive Officer of Exeter Resource Corporation, certify that:

 

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings ) of Exeter Resource Corporation (the issuer) for the period ending June 30, 2008;

 

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

 

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

 

4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

 

 

(a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

 

 

(b)

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

 

5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

 

Date: August 14, 2008

 

“Bryce Roxburgh”

_______________________

Bryce Roxburgh

Chief Executive Officer

 

 

 

 



 

 

EXHIBIT 4



Form 52-109F2 Certification of Interim Filings

 

I, Cecil Bond, Chief Financial Officer of Exeter Resource Corporation, certify that:

 

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings ) of Exeter Resource Corporation (the issuer) for the period ending June 30, 2008;

 

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

 

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

 

4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

 

 

(a)

designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

 

 

(b)

designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

 

5.

I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

 

Date: August 14, 2008

 

“Cecil Bond”

 

_______________________

Cecil Bond

Chief Financial Officer

 

 

 

 


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