XRA Exeter Resource Corp. Ordinary Shares (Canada)

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  May 2009

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.

 

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)

May 19, 2009

By:   /s/ Cecil Bond                                           Cecil Bond         Chief Financial Officer

EXHIBIT INDEX

99.1

Interim Consolidated Financial Statements For The Three Months Ended March 31, 2009

99.2

Management's Discussion and Analysis For The Three Months Ended March 31, 2009

99.3

Form 52-109F2 Certification of Interim Filings, Executed by Chief Executive Officer

99.4

Form 52-109F2 Certification of Interim Filings, Executed by Chief Financial Officer

 

EXHIBIT 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim Consolidated Financial Statements

For The Three Months Ended

 

March 31, 2009

 

 

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.

 

 

 

 

 

 

Nature of Business and Continuing Operations (Note 1)

 

 

 

 

 

 

 

 

 

 

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.

 

The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain mineral reserves that are economically recoverable. The continued operations of the Company and the recoverability of the amount shown for mineral properties are dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of such properties, and the profitable production from or disposition of such properties.

 

 

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, 2008, 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.

 

 

The CICA issued the new Handbook Section 3064, “Goodwill and Intangible Assets”, which replaces 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 Company adopted the new standard retrospectively effective January 1, 2009 and there was no significant impact on the financial statements.

 

In January 2009, the CICA issued EIC 173 “Credit Risk and the Fair Value of Financial Assets and Financial Liabilities”. This EIC provides guidance on the impact of equity and counterparty credit risk when determining the fair value of financial assets and liabilities including derivative instruments. The Company adopted this EIC effective January 1, 2009. The adoption of the EIC did not have a significant impact on the Company’s financial statements.

In March 2009, the CICA issued EIC 174 “Mining Exploration Costs”. This EIC provides guidance on accounting for and impairment of exploration costs. The Company adopted this EIC effective January 1, 2009. As the Company’s policy is to expense early stage exploration expenditures, application of this EIC does not have an impact on the financial statements.

 

 

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 limit investments to guaranteed investment certificates, banker’s acceptance notes or money market funds with high quality financial institutions in Canada and treasury bills, 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.

 

 

The fair value of financial instruments at March 31, 2009 and December 31, 2008 is summarized as follows:

 

 

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

 

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 balances in banks in Argentina and Chile as required to meet expenditures.

 

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 March 31, 2009:

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.

 

*Includes stock based compensation cost as reflected below

 

 

 

 

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:

 

In February 2009, the Company completed a bought deal equity financing in which it sold 12,075,000 shares at a price of $2.40 to raise gross proceeds of $29.0 million. The offering closed on February 26, 2009. As consideration to the underwriters, the Company paid the underwriters a cash fee in an amount equal to six and one half percent (6.5%) of the gross proceeds received by the Company from the offering. The Company also issued to the underwriters 784,875 non-transferable warrants (“Agent’s Warrants”) constituting six and one-half percent (6.5%) of the aggregate number shares sold pursuant to the offering. Each Agent Warrant will be exercisable for a period of twelve (12) months at the offering price of $2.40. The fair value of the Agent’s Warrants calculated using the Black Scholes Model, of $971,352 has been allocated to contributed surplus and added to share issue costs.

 

In addition, during the three months ended March 31, 2009, the Company issued 158,000 shares pursuant to the exercise of options as follows: 20,000 at a price of $1.20 per share, 10,000 at a price of $1.41 per share, 123,000 at a price of $1.59 per share and 5,000 at a price of $2.01 per share for a total consideration of $243,720.

 

 

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 9,879,752. Options granted under the Plan may have a maximum term of five years. Unless adjusted pursuant to TSX-V policies, 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 March 31, 2009 and December 31, 2008:

 

 

The following table summarizes information about the stock options outstanding at March 31, 2009.

 

 

Stock-based Compensation

The fair values of options vested during the three months ended March 31, 2009 was estimated at the grant date, cliff vest date or measurement date (Shareholder approval date) using the Black-Scholes option pricing model with the following weighted average assumptions:

Stock-based compensation recognized in the quarter, on the exercise of stock options, totalling $123,413 was allocated to contributed surplus. Total stock-based compensation for the quarter was $3,047,396.

 

 

 

Stock based compensation has been allocated as follows:

 

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.

 

 

At March 31, 2009 the Company had outstanding share purchase warrants exercisable to acquire 784,875 shares as follows:

 

At March 31, 2008 the Company had outstanding share purchase warrants exercisable to acquire 755,700 shares as follows:

 

 

 

Amounts due to related parties of $104,885 at March 31, 2009 (December 31, 2008 - $278,301) is for management, consulting and exploration fees and for expenses incurred while conducting the Company’s business.

 

During the three months ended March 31, 2009 a total of $234,419 (March 31, 2008 - $441,195) was paid or accrued for related party transactions as described below:

 

 

 

 

 

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.

 

 

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:

 

 

In addition, the Company has agreed to build two houses for the original owners of the Don Sixto property at an estimated cost of approximately $75,000.

 

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:

 

 

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EXHIBIT 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Management’s Discussion and Analysis

For The Three Months Ended

March 31, 2009

 

 

 

Management’s Discussion and Analysis

 

May 15, 2009

 

In this document: (i) unless the content otherwise requires, references to “our”, “us”, “its”, “the Company” or “Exeter” mean Exeter Resource Corporation and its subsidiaries; (ii) information is provided as of March 31, 2009, 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 (“MD&A”) 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 document and can be identified by words and phrases such as, but not limited to, “estimates”, “plans”, “is expected”, or variations of such words or phrases, or statements that certain activities, events or results “may”, “would” or “could” occur. While the Company has based these forward-looking statements on its expectations about future events as at the date that this document was prepared, the statements are not a guarantee of the Company’s future performance and are subject to risks, uncertainties, assumptions and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Such factors and assumptions include, amongst others, the effects of general economic conditions, changing foreign exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations and misjudgements in the course of preparing forward-looking statements. In addition, there are also known and unknown risk factors which could cause the Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Known risk factors include those set out under “Risks” below. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk 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 MD&A and the Company is under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.

 

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 use certain terms, such as “inferred mineral resource”, that are proven or probable reserves within the meaning of SEC Industry Guide 7. Under SEC Industry Guide 7 a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the environmental analysis or report must be filed with the appropriate governmental authority. U.S. investors are urged to consider closely the disclosure contained in our annual report on Form 40-F. You can review and obtain copies of our filings from the SEC’s website at http://www.sec.gov/edgar.shtml .

 

Report on Operations

 

First Quarter 2009

 

Despite the ongoing global economic crisis, the Company completed an equity capital raising of $29.0 million through the issuance of 12,075,000 common shares issued at a price of $2.40 per share. The Company paid the underwriters a six and one half percent (6.5%) cash commission and issued 784,875 brokers warrants, each exercisable to acquire one common share at $2.40 until February 26, 2010.

 

The Company released its initial National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) compliant resources estimate for its Caspiche project in March 2009. The initial NI 43-101 resources estimate of 8.7 million ounces of gold and 2.1 billion pounds of copper was based on drilling completed to the end of December 2008 (see Caspiche Project for further detail). Drilling subsequent to December 2008 and to the end of the current drilling season, expected to be completed in May, will be included in a further NI 43-101 resources estimate expected to be released in the third quarter of 2009.

 

In early March 2009, the Company entered into a strategic agreement with Fomento Minera de Santa Cruz Sociedad del Estado (“Fomicruz”), the provincial mining company in Santa Cruz Province Argentina. This strategic alliance represents a significant step forward for the future exploration of the Cerro Moro project as current data suggests that the high grade Escondida vein system appears to continue onto the Fomicruz tenements that are covered in the agreement.

 

During the quarter the Company continued to analyze previous drill results in the preparation of an initial NI 43-101 resources estimate on the project, which is expected to be finalized and released in the second quarter of 2009. The Company plans to increase drilling at Cerro Moro in the coming months to better define the known vein systems, including the Escondida vein system, and the newly acquired Fomicruz land once permitting approval is received.

 

 

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

 

 

 

 

 

 

** On March 3, 2009, the Company announced that it had signed a definitive agreement with Fomicruz. The details of this agreement can be found in the Cerro Moro section of this MD&A.

 

*** 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.

 

 

 

 

The Company has three principal projects – the Caspiche project in the Maricunga region of Northern Chile, the Cerro Moro project in Patagonia, Argentina, and the Don Sixto project in Mendoza Province, Argentina. A brief summary of the Company’s principal projects and other projects in Argentina and Chile appear below.

 

CHILE

 

Caspiche Project

 

Northern Chile - Maricunga

 

In 2005, the Company entered into an agreement with Minera Anglo American Chile Limitada and Empresa Minera Mantos Blancos S.A. (“Anglo American”) with respect to seven properties in the Maricunga region of Chile. The terms of the agreement provided 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 date and spent more than its required minimum expenditures of US$2.5 million, including completing more than 15,500 metres (“m”) of required drilling which will allow it to exercise its option to acquire a 100% interest in the properties at any time before the end of the agreement term. Anglo American will retain a 3% net smelter returns royalty (“NSR”) from production from the property and Anglo American has the right to buy the property back if it is not put into production within 10 years from the date that the Company exercises its option. In addition, the Company will be required to pay a further 0.08% NSR from production pursuant to an agreement with a Chilean company.

 

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 kilometres (“km”) (10 miles) southeast of Kinross Gold’s Maricunga open pit mine (formerly known as the Refugio mine) and 11 km (7 miles) north of Barrick Gold – Kinross Gold’s Cerro Casale project.

 

On March 24, 2009, the Company released its initial NI 43-101 compliant resources estimate for the Caspiche project. The table below reflects the initial resources estimate at Caspiche using drill hole data to the end of 2008.

 

Caspiche interim mineral resource estimate 2008/09 season

 

The Company has received an independent technical report, with an effective date of March 27, 2009, compliant with NI 43-101, for the Caspiche project prepared by Todd Wakefield, M.AusIMM and Rodrigo Alves Marinho, CPG-AIPG, both independent and Qualified Persons (“QPs”) under NI 43-101. The report is available for viewing on SEDAR at www.sedar.com .

 

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 m 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.

 

 

ARGENTINA

 

Cerro Moro and CVSA Properties – Patagonia

 

Acquisition terms

In January 2004, the Company announced that it had secured an option from Cerro Vanguardia Sociedad Anomina (“CVSA”) to acquire all of CVSA’s exploration projects (the “CVSA Properties”) which are divided into four project areas (“Projects”), 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. The four Projects comprise Cerro Moro, other Santa Cruz properties, Chubut properties, and the Rio Negro properties.

 

Under the option agreement, Exeter paid CVSA US$100,000 for the right to earn a 100% interest in the CVSA Properties. In order to earn its interest in the CVSA Properties, Exeter must spend US$3.0 million within five years, including completing 8,000 m of drilling. CVSA also has a back in right to a 60% interest in a Project following the completion of 10,000 m 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% 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 m 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 m 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.

 

On March 3, 2009, the Company announced that it had entered into a definitive agreement with Fomicruz (the “Fomicruz Agreement”). The Fomicruz Agreement sets out the key terms for Fomicruz’s participation in the potential future development of Exeter’s 100 percent owned Cerro Moro project in Santa Cruz, and provides access to Fomicruz’s significant landholding adjacent to Cerro Moro. The details of the Fomicruz Agreement are as follows:

 

 

Property Description

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

 

 

* 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 18 tenements covering 582 sq km in three provinces remain subject to the agreement. Prospecting and geochemical surveys have been conducted

 

on many of the Santa Cruz, and Chubut properties. Given the favourable mining regime in Santa Cruz, the Company intends to focus its attention on Cerro Moro and when market conditions improve, conduct further work on the 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 February 11, 2009, the Company filed a technical report compliant with NI 43-101 for the Cerro Moro project prepared by Matt Williams, Exeter’s Exploration Manager, and Jerry Perkins, Exeter’s Vice President Development and Operations, both QPs under NI 43-101. The report can be viewed on SEDAR at www.sedar.com.

 

Cerro Puntudo Project – Santa Cruz Province

 

The 200 sq km Cerro Puntudo project is approximately 100 km 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 7 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 km completed.

 

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 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. In the interim the Company has continued to update certain engineering and environmental studies at Don Sixto.

 

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 totalling US$175,000 to December 2007, following which payments were suspended, pursuant to an agreement with the property owners entered into in 2008, until the anti-mining legislation is amended such that mining can be conducted in Mendoza Province. 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 sq km (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.

 

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 sq km. Approximately 616 sq km 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 m 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., an independent QP 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 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 sq km 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 south-western Catamarca province in northwest Argentina and covers 30 sq km 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 sq km 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 sq km over a large, low grade, copper-gold porphyry system. The property is located 200 km 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 sq km.

 

The option agreement requires payments totalling $440,000 (payments have been suspended by agreement until the anti-mining legislation in Mendoza Province is amended to allow mining to proceed) by October 2015 of which $70,050 has been paid to March 31, 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 sq km 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 sq km area. The Company’s plans include undertaking mapping and geochemical sampling to define targets for drilling and it will likely acquire additional lands in the area if funding becomes available.

 

Results from Operations

 

The Company began 2009 with 50,200,423 common shares outstanding and ended the period with 62,433,423 common shares outstanding. During the first quarter of 2009, the Company received net proceeds of $25.9 million and issued 12,233,000 common shares upon the exercise of options and pursuant to the equity financing completed in February 2009. Shares issued and proceeds received are summarized below:

 

As at May 15, 2009, the Company had 62,433,423 shares outstanding.

 

Summary of Financial Results

 

Selected Information

 

The Company’s interim consolidated financial statements for the first quarter ended March 31, 2009 (the “Interim Financial Statements”) 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, 2008 and should be read in conjunction with those statements.

 

First quarter ended March 31, 2009

 

The Company ended the first quarter with a treasury of $40.3 million after completing an equity financing in February 2009. The equity financing added $26.7 million to its cash resources. Similar to the fourth quarter of 2008, at the onset of the current financial downturn, management again re-examined its budgets and forecasts to ensure that expenditures on its properties were at levels that could be sustained within currently available resources and to best maximize shareholder value. The Company also finalized a strategic agreement with Fomicruz and it is anticipated that exploration efforts and associated costs at Cerro Moro will increase in the coming quarters as a result of this new agreement. The Company spent approximately $4.6 million in exploration costs in the first quarter of 2009. These exploration costs were primarily on its Caspiche project as three drill rigs were utilized on the project for most of the quarter. There were minimal exploration activities on its Cerro Moro project in the quarter as the Company analyzed past results in preparation for an initial NI 43-101 resources estimate. Stock based compensation expense of $3.0 million in the first quarter was higher than in previous quarters. This higher expense was primarily due to the granting of 1.36 million options to directors, staff and management and recognizing the expense associated with repricing of certain stock options previously granted to employees and consultants.

 

In addition 1,350,000 options granted to directors and officers of the Company have been repriced to $2.85, subject to shareholder approval.

First quarter ended March 31, 2009 compared to the fourth quarter ended December 31, 2008

 

The first quarter 2009 loss of $8.1 million represents an increase of $1.2 million when compared to the $6.9 million loss incurred in the fourth quarter of 2008. The increased loss is primarily due to the $3.0 million in stock based compensation that was expensed in the first quarter. The net loss and comprehensive loss excluding stock based compensation is about $1.0 million less in the first quarter of 2009 than in the fourth quarter of 2008 and is the result of management’s efforts to reduce any expenditure in response to the current economic downturn. The Company will continue to review its budgets to ensure that expenditures are focused on those activities that can maximize shareholder value. Mineral property expenditures were also about $1.0 million less in the first quarter when compared to that of the fourth quarter as drilling on its Cerro Moro project was put on hold while past results were compiled and examined in preparation for its initial NI 43-101 resources estimate which is due to be released in the second quarter 2009. The Company also finalized a strategic agreement with Fomicruz in February which has added more exploration targets to the project and expenditures on the Cerro Moro project are expected to increase in the coming quarters.

 

First Quarter 2009 Compared to First Quarter 2008

 

In the first quarter of both 2009 and 2008, the Company completed equity financings in which it raised $29.0 million and $35.0 million, respectively. Excluding stock based compensation expense, the net loss and comprehensive loss for the first quarters of 2009 and 2008 were $5.1 million and $5.7 million respectively.

 

The main difference in expenditures between the two quarters relates to stock based compensation expense and exploration expenditures. Stock based compensation expense in the first quarter 2009 was about $3.0 million compared to $0.2 million in 2008. The increased stock based compensation expense is the result of the expense associated with the granting of 1.36 million options to officers, employees and consultants and the incremental fair value adjustment on 750,000 stock options with exercise prices ranging between $3.64 and $4.37 that were granted to employees and consultants being repriced to $1.51. Exploration expenditures were lower mainly as a result of drilling activities being halted at Cerro Moro while preparing for the mineral resources estimate was being completed.

 

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

 

1) excludes stock-based compensation cost allocated of $245,509 (2008: Nil).

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

 

 

 

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

Comparison to Prior Quarterly Periods

 

*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 was slightly reduced in the first quarter as compared to the previous three quarters as cash obtained through the equity capital financing completed in March 2008 continued to be used to fund its drilling and exploration programs at Caspiche and Cerro Moro and for administrative expenditures, and due to interest rates declining substantially over the year. Although the Company completed a $29.0 million equity financing in February 2009, with the current low interest rates, interest income has declined.

 

Net loss and comprehensive loss per quarter, excluding stock-based compensation, was much lower in the first quarter 2009 than in the previous four quarters as the Company significantly reduced spending as a result of the downturn in the economy to preserve cash balances and focus on its high priority projects. It is expected that there will be increased costs at its Cerro Moro project in the coming months as the Company commences drilling on the Fomicruz land addition once permitting approval is received to commence drilling. Drilling at the Caspiche project is expected to cease in May due to the onset of the South American winter and should resume again in late September or early October.

 

Stock-based compensation in the first quarter was high due to the incremental fair value costs of 750,000 stock options, ranging in price from $3.64 to $4.37, that were repriced to $1.51 in January 2009 and the expense associated with 1.36 million stock options that were granted in the quarter. Stock-based compensation has fluctuated quarter by quarter for a number of reasons. Stock based compensation expense of approximately $3.1 million in the second quarter of 2008 resulted from the vesting of options granted late in 2007 and early 2008 following approval at the Company’s 2008 Annual General Meeting in May 2008. Compensation expense later in 2008 was affected by increased volatility and lower share prices. During highly volatile times, for example the current ongoing credit crisis, share prices fluctuate frequently and dramatically, which increases volatility, a component of the Black-Scholes pricing model.

 

Liquidity and Capital Resources

 

The Company’s cash and cash equivalents at March 31, 2009 totalled $40.3 million compared to $19.1 million at December 31, 2008 an increase of about $21.2 million which is the result of the Company completing a $29.0 million equity financing in February 2009 (see below for more details on this equity financing). The Company continues to utilize its cash resources to fund project exploration and administrative requirements. Aside from cash and cash equivalents, the Company has no material liquid assets. While the Company has successfully raised funds through past capital financings, the global credit crisis has resulted in a shortage of risk capital available to the junior resource industry. In response to the ongoing credit crisis, management reviewed all budgets and eliminated costs associated to non-priority projects and grass-roots stage initiatives. As a result of the cost saving initiatives implemented by the Company, staff and administration requirements were reduced resulting in significant staff

 

reductions in 2008. The large retrenchment of staff in the fourth quarter of 2008 is expected to reduce operational costs, especially in South America in the following quarters.

 

Management continues to evaluate and adjust its planned level of activities to ensure that adequate levels of working capital are maintained. The future availability of funding will affect the planned activity levels at the Caspiche and Cerro Moro projects and expenditures will be adjusted to match available funding.

 

In March 2009 the Company completed a bought deal equity financing in which it sold 12,075,000 shares (including an overallotment option of 15%) at a price of $2.40 per share to raise gross proceeds of $29.0 million. The offering closed on February 26, 2009. As consideration to the underwriters, the Company paid the underwriters a cash fee in an amount equal to six and one half percent (6.5%) of the gross proceeds received by the Company from the offering. The Company also issued to the underwriters 784,875 non-transferable warrants (the “Agent’s Warrants”) constituting six and one-half percent (6.5%) of the aggregate number of shares sold pursuant to the offering. Each Agent Warrant will be exercisable for a period of twelve (12) months at the offering price of $2.40.

The Company intends to use the net proceeds of the offering for exploration and development of the Company’s properties in Argentina and Chile, with specific focus on Caspiche and Cerro Moro, and for general corporate purposes.

 

The Company has no loans or bank debt and there are no restrictions on the use of its cash resources. The Company has not issued any dividends and management does not expect this will change in the near future.

 

Financial Instruments

 

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 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 balances in banks in Argentina and Chile as required to meet current expenditures.

 

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. However, the Company does not typically hold large cash balances in Argentina and Chile and tries to reduce the effects of foreign exchange risk by sending amounts to its foreign operations when such funds are required to meet expenditures.

 

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.

 

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 significant interest rate risk because of their short-term maturity.

 

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 carefully monitoring all expenditures, by periodically raising equity funding and by closely controlling available cash and cash equivalent balances.

 

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.

 

Commitments, mainly for rental of office and operating facilities, and access agreements are as follows:

 

In addition, the Company has agreed to build two houses for the original owners of the Don Sixto property at an estimated cost of approximately $75,000.

 

Related Party Transactions

 

Amounts due to related parties of $104,885 at March 31, 2009 (December 31, 2008: $278,301) is for management, consulting and exploration fees and for expenses incurred while conducting the Company’s business.

During the three month ended March 31, 2009 a total of $234,419 (March 31, 2008: $441,195) was paid to or accrued for related party transactions as described below.

 

 

 

 

 

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.

 

Outlook

 

In 2009, the Company plans to continue its exploration and drilling programs at Cerro Moro in Santa Cruz, Argentina and Caspiche in the Maricunga region, Chile. However with the economic downturn, resulting from the on-going credit crisis, the Company continues to monitor its spending and will amend its plans and budgets based on exploration results and expectations of being able to raise financing as and when required. Following the equity financing completed in February 2009, the Company is well positioned to continue to advance both Caspiche and Cerro Moro. The Company plans to release an initial NI 43-101 compliant resources estimate on Cerro Moro in the second quarter of 2009 and an updated NI 43-101 resources estimate for Caspiche in the third quarter of 2009.

 

The Company is continuing its constitutional challenge in Mendoza province to have the anti-mining legislation amended. In addition, the Company continues working 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 the Province.

 

Exploration campaigns have been postponed for some of the Company’s non-primary properties, which are either at the grass-roots level or are still considered to be under-explored, while it focuses on advancing Caspiche and Cerro Moro. Future exploration on these properties is, however, contingent on a more favourable long term economic outlook and the ability to engage additional qualified geologists and personnel.

 

 

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 its audited consolidated annual financial statements for the year ended December 31, 2008; however, accounting policies require the application of management’s judgement in respect of the following relevant matters:

 

 

 

Actual results may differ materially from those estimates based on these assumptions.

 

Changes in Accounting Policies and New Accounting Developments

 

Goodwill and Intangible Assets, Section 3064

 

The CICA issued the new Handbook Section 3064, “Goodwill and Intangible Assets”, which replaced Section 3062, “Goodwill and Other Intangible Assets”. The new Section establishes revised standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The new Section also provides guidance for the treatment of preproduction and start-up costs and requires that these costs be expensed as incurred. The Company adopted the new standard retrospectively effective January 1, 2009 and there was no significant impact on the financial statements.

 

Credit Risk and the Fair Value of Financial Assets and Financial Liabilities

 

In January 2009, the CICA issued EIC 173 “Credit Risk and the Fair Value of Financial Assets and Financial Liabilities”. This EIC provides guidance on the impact of equity and counterparty credit risk when determining the fair value of financial assets and liabilities including derivative instruments. The Company adopted this EIC effective January 1, 2009. The adoption of the EIC did not have a significant impact on the Company’s financial statements.

 

Mining Exploration Costs

 

In March 2009, the CICA issued EIC 174 “Mining Exploration Costs”. This EIC provides guidance on accounting for and impairment of exploration costs. The Company adopted this EIC effective January 1, 2009. As the Company’s policy is to expense early stage exploration expenditures, application of this EIC does not have an impact on the financial statements.

 

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. IFRS is applicable 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.

 

Management has put together a plan to initiate the early stages of the IFRS transition process in 2009. The first stage is for management and the accounting department to be introduced to IFRS. Thus far, activities in the introduction stage have included participation in IFRS workshops run by various experts including large accounting and auditing firms. The Company has also purchased an IFRS handbook and transition textbooks. This early initiative also includes identifying potential third party IFRS consultants to aid in the process. Currently, a number of IFRS transition companies and service providers are offering programs to aid companies, similar to Exeter, in the transition to IFRS, and management is in the process of reviewing a number of potential providers and their associated costs. These consultants have programs that are all encompassing and would provide management with project management advice on such key topics as general IFRS accounting policy differences, information technology requirements, disclosure and internal control differences.

 

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 March 31, 2009.

 

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 March 31, 2009.

 

Risks

 

The Company relies on equity financings to fund its activities. While it has been successful in the past, the global credit crisis has resulted in a shortage of risk capital in recent months and there is no guarantee that the Company will be successful in raising funds through these means in the future.

 

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 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 May to October.

 

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, 2008, 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

 

Additional Information

Additional information regarding Exeter, including Exeter’s Annual Information Form for the year ended December 31, 2008, is available on SEDAR at www.sedar.com .

 

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: May 15, 2009

 

“Bryce Roxburgh”

_______________________

Bryce Roxburgh

Chief Executive Officer

 

 

 

 

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: May 15, 2009

 

“Cecil Bond”

_______________________

Cecil Bond

Chief Financial Officer

 

 

 

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