UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
| o | 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, 2010
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. 701 Fifth Avenue, Suite 6100 Seattle, Washington 98104 (206) 903-8800 | Copies to: Kenneth G. Sam Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 Denver, Colorado 80202 (303) 629-3445 | ||||
| (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) | |||||
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, 2010, 86,307,503 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 o 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 29, 2011, to file the consent of AMEC International (Chile) S.A., which was previously unavailable. 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 has filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with the SEC. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the File number of the company.
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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. Foxburgh | |
| Name: | Bryce G. Foxburgh | |
| Title: | Chief Executive Officer |
Date: April 1, 2011
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EXHIBIT INDEX
The following exhibits have been filed as part of this annual report on Form 40-F:
| Exhibit | Description |
| Annual Information | |
| 99.1* | Annual Information Form of the Company for the year ended December 31, 2010 |
| 99.2* | Audited consolidated financial statements for the years ended December 31, 2010 and 2009, including the report of the auditors thereon and on the effectiveness of the Company’s internal control over financial reporting as at December 31, 2010 |
| 99.3* | Management Discussion and Analysis for the year ended December 31, 2010 |
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 Rodrigo Alves Marinho |
| 99.12 | Consent of AMEC International (Chile) S.A. |
| * | Previously filed with the Company’s annual report on Form 40-F as filed with the Securities and Exchange Commission on March 29, 2011. |