UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
40-F
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¨
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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x
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ANNUAL REPORT PURSUANT TO SECTION
13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2016
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Commission
file number: 001-33136
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EXETER
RESOURCE CORPORATION
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(Exact Name of
Registrant as Specified in its Charter)
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British
Columbia
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1400
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N/A
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(Province or other jurisdiction of incorporation
or organization)
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(Primary Standard Industrial Classification
Code)
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(I.R.S. Employer Identification No.)
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999
West Hastings Street, Suite 1660
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Vancouver, British
Columbia, Canada V6C 2W2
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(604)
688-9592
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(Address and Telephone Number of
Registrant’s Principal Executive Offices)
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DL
Services Inc.
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Copies
to:
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Columbia
Center, 701 Fifth Avenue, Suite 6100
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Kenneth
G. Sam
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Seattle
Washington 98104
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Jason
K. Brenkert
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(206)
903-5448
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Dorsey
& Whitney LLP
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(Name,
address (including zip code) and telephone number (including area
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1400
Wewatta Street, Suite 400
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code)
of agent for service in the United States)
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Denver,
Colorado 80202
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(303)
629-3445
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Securities registered or to be registered
pursuant to Section 12(b) of the Act:
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Title
of Each Class:
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Name
of Each Exchange On Which Registered:
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Common Shares, no par value
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NYSE MKT
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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, 2016,
88,660,253
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.
FORWARD-LOOKING STATEMENTS
This
annual report on Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning
of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Company’s
anticipated results and developments in the Company’s operations in future periods, planned exploration and development
of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses
and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions
of management.
Statements
concerning mineral reserves and mineral resource estimates may also be deemed to constitute forward-looking statements to the
extent that they involve estimates of the mineralization that will be encountered if the property is developed, and in the case
of mineral reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically
exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”
or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”,
“estimates” or “intends”, or stating that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved) are not statements of historical
fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties
and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking
statements, including, without limitation:
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risks
related to the Company operating in the resource industry, which is highly speculative,
and has certain inherent exploration risks which could have a negative effect on the
Company’s operations;
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·
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risks
related to the Company not having any mineral reserves;
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risks
related to the Company’s requirement to make advance royalty payments and perform
certain other obligations to maintain its interest in Caspiche;
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risks
related to the Company’s ability to secure water rights to its water discovery
or adequate water or power resources for the Caspiche project in the near term;
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risks
related to the Company’s operations containing significant uninsured risks which
could negatively impact future profitability as the Company maintains no insurance against
its operations;
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risks
related to the Company not having surveyed any of its properties, including risks related
to the lack of guarantee on clear title to mineral properties and the uncertainty that
the Company could lose title and ownership of its properties which would have a negative
effect on the Company’s operations and valuation;
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·
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risks
related to the court challenge to the land easement granted to the Company by the Chilean
government and the potential loss of certain surface rights in the event that the court
challenge is successful;
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risks
related to environmental approvals, when received, being subject to court challenges.
Such challenges, if successful can result in considerable additional costs or delay or
stop future project development;
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risks
related to changes in the market price of gold, copper, silver, and other minerals which
in the past has fluctuated widely and which could affect the profitability of possible
future operations and financial condition;
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risks
related to land reclamation requirements which may be burdensome;
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risks
related to regulations governing issues involving climate change, which could have a
material adverse effect on the Company’s business;
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risks
related to the natural resource industry being highly competitive, which could restrict
the Company’s growth;
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risks
related to market forces outside the Company’s control that could negatively impact
the Company’s operations;
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risks
related to the Company being subject to environmental laws and regulations which may
increase the costs of doing business and/or restrict operations;
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risks
related to the Company's property interests being in foreign countries which are subject
to risks from political and economic instability in those countries;
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risks
related to the Company having a history of losses and expecting losses to continue for
the foreseeable future and will require additional equity financings, which will cause
dilution to existing shareholders;
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risks
related to the global economy;
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risks
related to the Company’s lack of cash flow sufficient to sustain operations and
its expectation that it will not receive operating revenue in the foreseeable future;
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risks
related to foreign currency fluctuations;
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risks
associated with securing agreements with indigenous communities;
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risks
related to the market for the Company’s common shares being subject to volume and
price volatility which could negatively affect a shareholder’s ability to buy or
sell the Company’s common shares;
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risks
related to officers and directors becoming associated with other natural resource companies
which may give rise to conflicts of interests;
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risks
that the Company could be deemed a passive foreign investment company (“PFIC”),
which could have negative consequences for U.S. investors;
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risks
related to the Company’s intent to not pay dividends;
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risks
related to increased costs and compliance risks as a result of being a public company;
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risks
related to differences in United States and Canadian reporting of reserves and resources;
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risks
related to the potential inability of U.S. investor’s to enforce civil liabilities
against the Company or its directors, controlling persons and officers; and
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risks
related to the Company being a foreign private issuer under U.S. securities laws.
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This list is not exhaustive of the factors
that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking
statements are described further in the exhibits attached to this annual report on Form 40-F, including in the Annual Information
Form of the Company filed as Exhibit 99.1 to this annual report on Form 40-F and are incorporated by reference herein. Should
one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those described in the forward-looking statements. Forward-looking statements are made based on management’s
beliefs, estimates and opinions on the date the statements are made, and the Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other circumstances should change, except as required by law. Investors
are cautioned against attributing undue certainty to forward-looking statements.
NOTE
TO UNITED STATES READERS-
DIFFERENCES IN UNITED STATES AND CANADIAN
REPORTING PRACTICES
The Company is permitted, under the multi-jurisdictional
disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this annual
report in accordance with Canadian disclosure requirements, which differ from those of the United States. The Company has prepared
its financial statements, which are filed as
Exhibit 99.2
to this annual report on Form 40-F, in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and they are not
comparable to financial statements of United States companies.
RESOURCE AND RESERVE
ESTIMATES
The Company’s Annual Information
Form for the fiscal year ended December 31, 2016 filed as
Exhibit 99.1
to this annual report on Form 40-F and management’s
discussion and analysis for the fiscal year ended December 31, 2016 filed as
Exhibit 99.3
to this annual report on Form
40-F have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the
requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and
“probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101
– Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy
and Petroleum (the “CIM”) -
CIM Definition Standards on Mineral Resources and Mineral Reserves
, adopted by
the CIM Council, as amended (“CIM Standards”). These definitions differ materially from the definitions in SEC Industry
Guide 7 (“SEC Industry Guide 7”) under the United States Securities Act of 1933, as amended (the “Securities
Act”).
Under SEC Industry Guide 7 standards,
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 primary environmental analysis or report must
be filed with the appropriate governmental authority.
In addition, the terms “mineral
resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral
resource” are defined in and required to be disclosed by NI 43-101 and the CIM Standards; however, these terms are not defined
terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the
SEC. Investors are cautioned not to assume that any all or any part of a mineral deposit in these categories will ever be converted
into SEC Industry Guide 7 reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence,
and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral
resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form
the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any
part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces”
in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization
that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference
to unit measures.
Accordingly, information contained
in this annual report on form 40-F and the documents incorporated by reference herein contain descriptions of our mineral deposits
that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements
under the United States federal securities laws and the rules and regulations thereunder, including SEC Industry Guide 7.
CURRENCY
Unless otherwise indicated, all dollar
amounts in this annual report on Form 40-F are in United States dollars. The exchange rate of Canadian dollars into United States
dollars based upon the noon rate of exchange as quoted by the Bank of Canada was U.S. $1.00 = Cdn.$1.3427 on December 31, 2016
and U.S. $1.00 = Cdn.$1.3373 on March 24, 2017.
ANNUAL INFORMATION FORM
The Company’s Annual Information
Form for the fiscal year ended December 31, 2016 is filed as
Exhibit 99.1
to this annual report on Form 40-F and is incorporated
by reference herein.
AUDITED ANNUAL FINANCIAL STATEMENTS
The audited consolidated financial statements
of the Company for the years ended December 31, 2016, 2015 and 2014, including the report of the independent auditor with respect
thereto, are filed as
Exhibit 99.2
to this annual report on Form 40-F and are incorporated herein by reference.
MANAGEMENT’S DISCUSSION AND ANALYSIS
Management’s discussion and analysis
for the fiscal year ended December 31, 2016 is filed as
Exhibit 99.3
to this annual report on Form 40-F and is incorporated
by reference herein.
TAX MATTERS
Purchasing, holding, or disposing of securities
of the Company may have tax consequences under the laws of the United States and Canada that are not described in this annual
report on Form 40-F, including whether the Company is a passive foreign investment company under the U.S. tax code and the effects
such status could have on the holders of our securities in the United States.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
At the end of the period covered by this
annual report on form 40-F for the fiscal year ended December 31, 2016, an evaluation was carried out under the supervision of,
and with the participation of, the Company’s management, including its Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Company’s CEO and CFO have concluded that
the disclosure controls and procedures were designed and effective to give reasonable assurance that the information required
to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management,
including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial
Reporting
Management is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act. A company’s
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance,
not absolute assurance, that the objectives of the control system are met.
Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies and procedures may deteriorate.
Management, including the CEO and CFO,
assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making
this assessment, management used the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management has concluded that, as of December
31, 2016, the Company’s internal control over financial reporting was effective and no material weaknesses in the Company’s
internal control over financial reporting were discovered.
Auditor’s Attestation Report
This annual report on Form 40-F does not
include an attestation report of the company’s registered public accounting firm due to a transition period established
by rules of the Securities and Exchange Commission for emerging growth companies under the Exchange Act.
Changes in Internal Control over Financial
Reporting
During the fiscal year ended December
31, 2016, there were no changes in the Company’s internal control over financial reporting that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
CORPORATE GOVERNANCE
The Company’s Board of Directors
(the “Board of Directors”) is responsible for the Company’s corporate governance policies and has a separately
designated standing Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee. The Board of Directors
has determined that all the members of the foregoing committees are “independent” based on the criteria for independence
and unrelatedness prescribed by Section 803A of the NYSE MKT Company Guide.
Compensation Committee
Compensation of the Company’s CEO
and all other officers is recommended to the Board of Directors for determination by the Compensation Committee. The Company’s
Compensation Committee is comprised of Julian Bavin, Robert G. Reynolds and John Simmons. Each member of the Compensation Committee
has been determined by the Board of Directors to be independent pursuant to Sections 803A and 805(c)(1) of the NYSE MKT Company
Guide. The Compensation Committee meets periodically to develop, monitor and review the terms and conditions of compensation for
officers and directors of the Company, and to determine senior management development, retention and succession planning. The
Company’s CEO cannot be present during the Compensation Committee’s deliberations or vote on his compensation. The
Company has adopted a formal written Compensation Committee Charter addressing the officer and director compensation process.
The Company’s Compensation Committee Charter is available on the Company’s website at www.exeterresource.com.
Nominating and Corporate Governance Committee
Nominees for the Board of Directors are
identified and recommended to our Board of Directors by our Nominating and Corporate Governance Committee. The Company’s
Nominating and Corporate Governance Committee is comprised of Robert G. Reynolds, John Simmons and Julian Bavin. The Nominating
and Corporate Governance Committee is charged with the responsibility of, among other things, establishing the criteria for the
selection of new directors, identifying qualified individuals to be presented to the Board of Directors and/or the Company’s
shareholders, monitoring the orientation and continued education of the Company’s directors, reviewing the Board of Directors’
committee structure and making recommendations for committee member service. The Company has adopted a formal written Nominating
and Corporate Governance Committee Charter addressing the nomination process and such related matters as may be required under
federal securities laws. The Company’s Nominating and Corporate Governance Committee Charter is available on the Company’s
website at www.exeterresource.com.
AUDIT COMMITTEE
The Company’s Board of Directors
has a separately-designated standing Audit Committee established for the purpose of overseeing the accounting and financial reporting
processes of the Company and audits of the Company’s annual financial statements in accordance with Section 3(a)(58)(A)
of the Exchange Act. As of the date of this annual report on Form 40-F, the Company’s Audit Committee is comprised of John
Simmons, Robert G. Reynolds and Julian Bavin.
In the opinion of the Company’s
Board of Directors, all the members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act
and Section 803A of the NYSE MKT Company Guide). The Audit Committee meets the composition requirements set forth by Section 803B(2)
of NYSE MKT Company Guide. All three members of the Audit Committee are financially literate, meaning they are able to read and
understand the Registrant’s financial statements and to understand the breadth and level of complexity of the issues that
can reasonably be expected to be raised by the Registrant’s financial statements.
The members of the Audit Committee do
not have fixed terms and are appointed and replaced from time to time by resolution of the Board of Directors.
The Audit Committee meets with the CEO,
the CFO of the Company and the Company’s independent auditors to review and inquire into matters affecting financial reporting,
the system of internal accounting and financial controls, as well as audit procedures and audit plans. The Audit Committee also
recommends to the Board of Directors which independent registered public auditing firm should be appointed by the Company. In
addition, the Audit Committee reviews and recommends to the Board of Directors for approval the annual financial statements, the
MD&A, and undertakes other activities required by exchanges on which the Company’s securities are listed and by regulatory
authorities to which the Company is held responsible.
Audit
Committee Financial Expert
The Company’s Board of Directors
has determined that Robert G. Reynolds qualifies as a financial expert (as defined in Item 407(d)(5)(ii) of Regulation S-K under
the Exchange Act) and is independent (as determined under Exchange Act Rule 10A-3 and Section 803A of the NYSE MKT Company Guide).
CODE OF ETHICS
The Company is committed to the highest
standards of legal and ethical business conduct. The Company has adopted a Code of Business Conduct and Ethics (the “Code”)
that applies to all of its directors, officers and employees, including the CEO and CFO. This Code summarizes the legal, ethical
and regulatory standards that the Company must follow and serves as a reminder to the directors, officers and employees, of the
seriousness of that commitment. Compliance with this Code and high standards of business conduct is mandatory for every director,
officer and employee of the Company. The Code meets the requirements for a “code of ethics” within the meaning of
that term in General Instruction 9(b) of Form 40-F.
A copy of the Code in full text is available
on the Company’s website at www.exeterresource.com and in print to any shareholder who requests it. All required substantive
amendments to the code, and all waivers of the code with respect to any of the officers covered by it, will be posted on the Company’s
website at www.exeterresource.com within five business days of the amendment or waiver
,
and provided in print to any shareholder
who requests them.
During the fiscal year ended December
31, 2016, the Company did not substantively amend, waive or implicitly waive any provision of the Code with respect to any of
the directors, officers or employees subject to it.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The required tabular disclosure is included
under the heading “Audit Committee – Audit Fees, Audit-Related Tax and All Other Fees” in the Company’s
Annual Information Form for the fiscal year ended December 31, 2016, filed as
Exhibit 99.1
to this annual report on Form
40-F and is incorporated herein by reference.
PRE-APPROVAL OF AUDIT AND NON-AUDIT
SERVICES PROVIDED BY
INDEPENDENT AUDITORS
The Audit Committee pre-approves all audit
and non-audit services to be provided to the Company by its independent auditors. The Audit Committee may delegate to one or more
of its members the authority to pre-approve non-audit services to be provided to the Company or its subsidiaries by the Company’s
external auditor. The pre-approval of non-audit services must be presented to the Audit Committee at its first scheduled meeting
following such pre-approval. The Audit Committee may satisfy its duty to pre-approve non-audit services by adopting specific policies
and procedures for the engagement of the non-audit services, provided the policies and procedures are detailed as to the particular
service, the Audit Committee is informed of each non-audit service and the procedures do not include delegation of the Audit Committee’s
responsibilities to management. All non-audit services performed by the Company’s auditor for the fiscal year ended December
31, 2016 were pre-approved by the Audit Committee of the Company. No non-audit services were approved pursuant to the
de minimis
exemption to the pre-approval requirement.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The following table lists as of December
31, 2016 information with respect to the Company’s known contractual obligations.
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Payments
Due by Period ($000s)
(Figures are in Canadian Dollars)
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Contractual Obligations
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Total
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Less than 1
Year
|
|
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1-3 Years
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|
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4-5 years
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More than
5 years
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Advance royalty payments *
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$
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8,056
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$
|
336
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$
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671
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|
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$
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1,678
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|
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$
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5,371
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|
Land easement payments **
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|
$
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1,061
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|
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$
|
133
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|
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$
|
265
|
|
|
$
|
265
|
|
|
$
|
398
|
|
|
Office and equipment leases
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$
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565
|
|
|
$
|
307
|
|
|
$
|
258
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|
|
$
|
-
|
|
|
$
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-
|
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|
Property access agreements
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$
|
51
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|
|
$
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51
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|
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$
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-
|
|
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$
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-
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|
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$
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-
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Total
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|
$
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9,733
|
|
|
$
|
827
|
|
|
$
|
1,194
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|
|
$
|
1,943
|
|
|
$
|
5,769
|
|
* Obligation in US dollars converted to Canadian dollars at
the closing rate of the reporting period (1 USD = 1.3427 CAD).
** Obligation in Unidad de Fomento (UF). This value is converted
to Canadian dollars at the closing rate of the reporting period (1 UF =53.01 CAD).
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule
104 of Regulation BTR that the Registrant sent during the year ended December 31, 2016 concerning any equity security subject
to a blackout period under Rule 101 of Regulation BTR.
NYSE MKT CORPORATE GOVERNANCE
The Company’s common shares are
listed on the NYSE MKT. Section 110 of the NYSE MKT Company Guide permits the NYSE MKT to consider the laws, customs and practices
of foreign issuers in relaxing certain NYSE MKT listing criteria, and to grant exemptions from NYSE MKT listing criteria based
on these considerations. A description of the significant ways in which the Company’s governance practices differ from those
followed by domestic companies pursuant to NYSE MKT standards is set forth on the Company’s website at www.exeterresource.com.
In addition, the Company may from time-to-time
seek relief from NYSE MKT corporate governance requirements on specific transactions under Section 110 of the NYSE MKT Company
Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by our
home country law, in which case, the Company shall make the disclosure of such transactions available on its website at www. exeterresource.com.
Information contained on the Company’s website is not part of this annual report on Form 40-F.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), issuers that are operators, or that have
a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal
Mine Safety and Health Administration (“MSHA”) under the Mine Safety and Health Act of 1977 (the “Mine Act”),
are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations,
orders and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal year ended December
31, 2016, the Company had no mines in the United States that were subject to regulation by the MSHA under the Mine Act.
EMERGING GROWTH COMPANY STATUS
We qualify as an “emerging growth
company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we do not have
more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2016, being the last day of our
last fiscal year.
We may lose our status as an emerging
growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,000,000,000 or (ii) we
issue more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company
if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last
day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an
effective registration statement under the Securities Act of 1933, as amended.
As an emerging growth company, we are
exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002. As long as we qualify as an emerging growth company, we will not
be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, we may however determine to voluntarily
comply with such requirements in our discretion.
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 arises. Any change to
the name or address of the agent for service of process will be communicated promptly to the SEC by amendment to Form F-X referencing
the Company’s file number.
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 and has duly caused this annual report
to be signed on its behalf by the undersigned, thereto duly authorized.
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EXETER RESOURCE CORPORATION
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By:
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/s/
Wendell Zerb
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Name:
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Wendell Zerb
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Title:
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Chief Executive
Officer
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Date: March 27, 2017
EXHIBIT INDEX
The following exhibits
have been filed as part of this annual report on Form 40-F:
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Exhibit
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Description
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Annual Information
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99.1
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Annual Information Form of the Company for the year ended
December 31, 2016
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99.2
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Audited consolidated financial statements for the years ended
December 31, 2016 and 2015 and 2014.
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99.3
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Management Discussion and Analysis for the year ended December
31, 2016
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Certifications
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99.4
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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
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99.5
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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
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99.6
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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
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99.7
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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
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Consents
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99.8
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Consent of PricewaterhouseCoopers LLP
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99.9
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Consent of Jerry Perkins
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99.10
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Consent of Wendell Zerb
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99.11
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Consent of Rick Adams
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99.12
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Consent of Carlos Guzman
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99.13
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Consent of Leticia Conca
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Exeter Resource Corp. Ordinary Shares (Canada) (AMEX:XRA)
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