XRA Exeter Resource Corp. Ordinary Shares (Canada)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 40-F/A (Amendment No. 1)

 

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

 

Commission file number: 001-33136

 

 

EXETER RESOURCE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

British Columbia		1400		N/A
(Province or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code)		(I.R.S. Employer Identification No.)

 

999 West Hastings Street, Suite 1660

Vancouver, British Columbia, Canada V6C 2W2

(604) 688-9592

(Address and Telephone Number of Registrant’s Principal Executive Offices)

DL Services Inc. Columbia Center, 701 Fifth Avenue, Suite 6100 Seattle Washington 98104 (206) 903-5448	Copies to: Kenneth G. Sam Jason K. Brenkert Dorsey & Whitney LLP
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)	1400 Wewatta Street, Suite 400 Denver, Colorado 80202 (303) 629-3445

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class:		Name of Each Exchange On Which Registered:
Common Shares, no par value		NYSE Amex

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

 For annual reports, indicate by check mark the information filed with this form:

x Annual Information Form                       x Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2011, 87,325,753 common shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.      x Yes     ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes      ¨ No

 

  

EXPLANATORY NOTE

 

Exeter Resource Corporation (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. The equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 under the Exchange Act.

 

The Company is filing this Amendment No. 1 to its annual report on Form 40-F, as originally filed on March 30, 2012, to include in Exhibit 99.2 the report of the independent auditor on the audited consolidated financial statements of the Company for the years ended December 31, 2011 and 2010, which was inadvertently omitted from the original filing. No other amendments are being made to the annual report on Form 40-F as originally filed.

 

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

 

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

 

Consent to Service of Process

 

The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X/A with the SEC on March 29, 2011, with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F/A arises.

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

  

EXETER RESOURCE CORPORATION
By:	/s/ Bryce G. Roxburgh
Name:	Bryce G. Roxburgh
Title:	Chief Executive Officer

 

Date: April 2, 2012 

 

 

EXHIBIT INDEX

 

The following exhibits have been filed as part of this annual report on Form 40-F/A:

 

Exhibit	Description
Annual Information
99.1*	Annual Information Form of the Company for the year ended December 31, 2011
99.2	Audited consolidated financial statements for the years ended December 31, 2011 and 2010, including the report of the auditors thereon and on the effectiveness of the Company’s internal control over financial reporting as at December 31, 2011
99.3*	Management Discussion and Analysis for the year ended December 31, 2011
Certifications
99.4	Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5	Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6	Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consents
99.8	Consent of PricewaterhouseCoopers LLP
99.9*	Consent of Justin Tolman
99.10*	Consent of Jerry Perkins
99.11*	Consent of Graham Holmes
99.12*	Consent of Alex Duggan
99.13*	Consent of Carlos Guzman
99.14*	Consent of David Coupland
99.15*	Consent of John Wells
99.16*	Consent of Louis Nguyen

* Previously filed with the Company’s annual report on Form 40-F as filed with the Securities and Exchange Commission on March 30, 2012.