March 30, 2005
via U.S. mail
Yale Simpson
Chairman and Director
Exeter Resource Corporation
Suite 301, 700 West Pender Street
Vancouver, British Columbia
Canada V6C 1G8
Re: Exeter Resource Corporation
Form 20-FRG/A Registration Statement
Filed March 4, 2005
File No. 0-51016
Dear Mr. Simpson:
We have reviewed your filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General Comments
1. The Form 20-F registration statement will become automatically
effective 60 days from the date of the first filing, or upon April
1,
2005. See Section 12(g)(1) of the Securities Exchange Act of
1934.
Upon effectiveness, you will become subject to the reporting
requirements of the Securities Exchange Act of 1934, even if we
have
not cleared all comments. You may with to contact us before that
time to discuss the possibility of withdrawing the filing.
2. Please include page numbers in the document you file via EDGAR.
Also, as noted in our prior letter dated November 29, 2004,
provide
as courtesy copies complete and precise versions of the documents
you
file via EDGAR. The courtesy copies omit some of the exhibits
filed
on EDGAR.
3. You will also expedite our review by providing us with
precisely
marked courtesy versions of the amended registration statement.
Also
include precise page references in your letter of response keyed
to
the marked version of the amendment, and ensure that you respond
to
each portion of each numbered comment with a complete and detailed
response.
4. As noted in our prior letter dated November 29, 2004, ensure
that
your disclosure in the prospectus, accurately describes the terms
of
the exhibits filed. In this regard, we note, for example the
following:
* inaccurate and inconsistent description of the corporate
background
of the company in the disclosure. (i.e. you disclose that the
company
was incorporated in 1984, yet the Articles filed state the date of
incorporation was 1964. You state also that the name of the
company
changed from Glacier Resources, Inc. to Golden Glacier Resources
in
August 1999, yet the exhibit filed states the name change occurred
in
August 1988.); and,
* discrepancies in the dates of agreements as disclosed in the
prospectus when compared to the dates that appear in the
agreements.
For example, the disclosure states that the first agreement
executed
between the company and Rowen Limited ("Rowen") occurred in
October
2002, yet none of the agreements filed are dated October 2002.
Rather, there is only one agreement, dated January 2003, that
appears
to reflect the terms of the initial acquisition of the interest by
the Company of Cognito Limited from Rowen. Similarly, the
acquisition of the remaining 50% option to acquire Cognito Limited
is
described in the prospectus as being entered into in June 2003 and
in
the Notes to the financial statements, in July 2003. The exhibit
agreement filed on the cover page states the date of the agreement
is
May 2003 yet the recitals reference a date of April 2003. Please
correct the disclosure and/or exhibits. We note that
discrepancies
in the description of the agreements are throughout Item 4.
Also,
the aforementioned is meant to be an example, and not an
exhaustive
listing, of the discrepancies noted between the disclosure and the
exhibits. With your next amendment, please ensure that you
provide
an accurate and consistent description of the terms of the
agreements
and the exhibits filed.
In addition, please confirm to us that the documents filed are
true
copies of the documents on record with the respective agencies or
authorities with whom the documents were originally filed. We may
have further comments.
5. Please supplementally explain the inconsistencies that remain
in
the disclosure and in the Notes to the Financial Statements that
characterize the company`s ownership interest in Cognito as 100%.
(See e.g. Note 5.a ) Based on the agreement filed, it would appear
that such ownership interest has not yet been fully earned or paid
for. Please revise such inconsistencies throughout the disclosure
and in the Notes to the Financial Statements or explain to us why
the
company and its auditors believe characterization of the ownership
interest as 100% is justified. For example, see page 34. We may
have further comments.
6. We will cite examples of inconsistent, incomplete or stale
disclosure, but it is your responsibility to ensure that your
disclosure is accurate, complete and current. Carefully review
the
entire document to provide updated, accurate and complete
disclosure.
Examples of disclosure that is inconsistent, incomplete or stale
include the following:
(a) references to 9 mineral properties in Argentina in Item 4,
which
differs from information that appears in agreements filed and
disclosure under "Estelar Projects."
(b) the map you provide does not appear to reflect all the
properties
you describe at pages 22 through 33.
(c) Jerry Perkins is not listed as an officer.
(d) general discussion of Argentina and its economy appears to
omit
the more recent history of political unrest and the financial
crisis
of 2001 to 2002, the government`s experiment with various currency
structures, and the impact all of these matters have had on
companies
operating in Argentina. Include appropriately updated and revised
Risk Factors disclosure as well.
(e) discussion of payments due in December 2004 or other periods
that
should have been updated by the time you filed this document, for
example at pages 17, 24, 27, 39, 40 and 43.
(f) disclosure at page 47 indicates 189 U.S. resident holders and
more than 100 Canadian shareholders but than indicates a total of
only "in excess of 250" - provide more detailed totals and
consistent
disclosure.
(g) it is unclear how you have 189 resident U.S. holders when "no
United States citizens have participated in any of the Company`s
Private Placements" - please explain in necessary detail how this
occurred.
(h) you refer to "five" material contracts at page 59, but
describe
six.
(i) clarify the reference to "these" properties under "The Company
Has Not Surveyed."
Forward Looking Statements
7. You state that actual future results and trends may differ
materially from historical results or those projected or stated in
your forward-looking statements. Please ensure that your
statement
does not suggest that you have failed to disclose all known
material
risks in the risk factor section.
Item 3. Key Information
Statement of Capitalization and Indebtedness
8. Please confirm that you do not currently have any debt
obligations
or indebtedness in the form of indirect or contingent
indebtedness.
See Item 3.B. of Form 20-F.
9. Update the table to a date within 60 days of filing. See Item
3.B
of Form 20-F. Include footnotes describing transactions that have
taken place since the most recent financial statements.
Risk Factors
10. Avoid using generic risk factors that could apply to any
company in your industry. Instead, tailor your risk factor
discussion so that you clarify how each risk impacts your business
and operations specifically. For example, to further explain how
the
company has been impacted by the risk, under the risk factor,
"[T]he
Company is Involved in the Resource Industry...," consider citing
to
the company`s recent decision to abandon further exploration of
the
Papagallos projects after expending monies to acquire the option
and
explore the area.
11. Review your disclosure and ensure it correctly and
clearly
distinguishes between the risks associated with properties you
have
options to acquire versus properties you own. Currently, the
discussion fails to make such a distinction. For example,
delineate
the risk associated with a property you have an interest in, such
as
La Cabeza, so that investors can gain a better understanding of
the
consequences to you if you fail to comply with the terms of
agreements governing your option to acquire the property. In this
regard, consider adding a separate risk factor that clarifies, in
general, the risk associated with the company not being able to
fulfill the terms of agreements necessary to obtain full ownership
of
all the exploration properties referenced in the document.
Item 4. Information on the Company
Description of Business
Business Overview
12. Please expand the disclosure in this section regarding the
governmental regulations to which the company is subject. For
example, expand upon the discussion regarding environmental
regulations found in the risk factors section and provide the
information required by Item 4.B.8 of Form 20-F.
Government
13. Disclose the more material aspects of recent political events
in
Argentina and how such events impact the investment climate in
general, the mining sector and, if applicable, your operations in
particular.
Item 5. Operating and Financial Review and Prospects
14. Please disclose in this section the changes in amounts owed to
related parties and the reasons for such changes from period to
period.
Item 7. Major Shareholders and Related Party Transactions
Interest of Management in Certain Transactions
15. Explain briefly why the $17,764 owed by former President Paul
Ray
was characterized as bad debt.
16. Please disclose the services included and comprising the
"Administrative Fees" paid to the directors of the company in the
periods referenced.
Item 17. Financial Statements
17. Indicate to us if your independent auditing firm is currently
registered with the Public Company Accounting Oversight Board
(PCAOB).
Item 19. Financial Statements and Exhibits
18. Please provide a more complete description for each exhibit
filed. In this regard, revise the description in the exhibit list
of
the agreements filed so that you provide the date of each
agreement.
Engineering Comments
General
19. The cutoff grade concept is important to understanding the
potential of mineral properties. For both operating mines and
undeveloped properties, any reportable "resource" estimate must be
delimited using an economically-based "cutoff" grade to segregate
"resources" from just "mineralization." Disclose the "cutoff"
grade
that defines a mineral resource that has reasonable prospects for
economic extraction. In establishing the cut-off grade, the grade
must realistically reflect the location, deposit scale,
continuity,
assumed mining method, metallurgical processes, costs, and
reasonable
metal prices. Remove all resource estimates, which are not based
on
an economically derived cutoff grade. If you choose to provide
revised estimates of resources based on an economic cutoff,
supplementally provide backup calculations and information
sufficient
to support your conclusion.
Website and Press Releases
20. We note that your website refers to or uses the terms
"inferred mineral resources." Only those measures of reserves set
forth in Industry Guide 7 and Section 4-10(a) of Regulations S-X
are
permitted in filings with the SEC. If you continue to make
references on your web site or press releases to measures other
than
those recognized by or allowed in your instance by the SEC,
accompany
such disclosure with the following cautionary language:
Cautionary Note to U.S. Investors -- The United States Securities
and
Exchange Commission 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
on
this web site, such as "inferred mineral resources," 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
in
our Form , File No. . You can review and obtain copies
of
these filings from the SEC`s website at
http://www.sec.gov/edgar.shtml.
21. To the extent that your web site or press releases contain
disclosure about adjacent or other properties on which you have no
right to explore or mine, include the following language along
with
the following cautionary note, including the bolding and
indenting:
"This web site also contains information about adjacent properties
on
which we have no right to explore or mine. We advise U.S.
investors
that the SEC`s mining guidelines strictly prohibit information of
this type in documents filed with the SEC. U.S. investors are
cautioned that mineral deposits on adjacent properties are not
indicative of mineral deposits on our properties."
Closing Comments
Again, we remind you that the Form 20-F registration
statement
becomes effective automatically under the Exchange Act 60 days
after
filing, and the Exchange Act reporting requirements become
operative
at that time.
Please file an amended registration statement in response to
these comments and provide any requested supplemental information.
In responding to this comment letter, you must comply with Rule
12b-
15 and General Instruction D of Form 20-F, which includes filing
copies of your amended registration statement, which you have
clearly
and accurately marked to reflect the changes that you have made.
You
should include with the amendment a response letter that keys your
responses to our comments and indicates the location of changes
made
in response to our comments. Also note the location of any
material
changes made for reasons other than in response to our comments.
Supplementally provide six copies of your amended registration
statement, which you have clearly and accurately marked to reflect
the changes that you have made, to Mellissa Campbell Duru. If you
believe complying with these comments is not appropriate, tell us
why
in your cover letter. We may have comments after reviewing the
amendment and your responses.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
Direct questions relating to any engineering comments to
George
Schuler, Mining Engineer, at (202) 842-5527. Direct questions
relating to all other disclosure issues to Mellissa Campbell Duru
at
(202) 942-1930 or, in her absence, to Timothy Levenberg, Special
Counsel, at (202) 942-1896. Direct any correspondence to us at
the
following ZIP Code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
via facsimile
Steven G. Taylor, Esq.
A.B. Korelin & Associates, Inc.
(206) 232-1196
cc: M. Duru
K.Schuler
T. Levenberg
S. Min
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Exeter Resource Corporation
March 30, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE