** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**Form40-F **

£      Registrationstatement pursuant to Section 12 of the Securities Exchange Act of 1934; or

R      Annualreport pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 ** **

**Forthe fiscal year ended: December 31, 2011**

**Commissionfile number: No. 0-50832**

**VermilionEnergy Inc.**

 (Exactname of registrant as specified in its charter)

**Alberta**

(Provinceor other jurisdiction of incorporation or organization)

**1311**

(Primarystandard industrial classification code number)

**N/A**

(I.R.S.employer identification number)

**3500,520 – 3rd Avenue S.W.**

**Calgary,Alberta T2P 0R3 Canada**

**(403)269-4884**

(Addressand telephone number of registrant's principal executive office)

**NationalCorporate Research, Ltd.**

**225West 34th Street, Suite 910**

**NewYork, New York 10122 U.S.A.**

**(212)947-7200**

(Name,address and telephone number of agent for service in the United States)

 

Securitiesregistered pursuant to Section 12(b) of the Act:

Titleof each class: **N/A                **Name of eachexchange on which registered: **N/A**

 

Securitiesregistered or to be registered pursuant to Section 12(g) of the Act: **Common Shares**

 

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

 

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

 

R       **AnnualInformation Form             R          **AuditedAnnual Financial Statements**
 

Indicatethe number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period coveredby the annual report: **96,430,135****shares**

 

Indicateby check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) hasbeen subject to such filing requirements for the past 90 days.

 

R      **Yes                                             ****£      No
 

Indicateby check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

 

£      **Yes                                             **£      No

 
  
**PrincipalDocuments**

 

Thefollowing documents have been filed as part of this Annual Report on Form 40-F:

Exhibit99.1 - Annual Information Form for the fiscal year ended December 31, 2011

Exhibit99.2 - Management’s Discussion and Analysis for the fiscal year ended December 31, 2011; and

Exhibit99.3 - Audited Annual Financial Statements for the fiscal year ended December 31, 2011

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**DISCLOSURECONTROLS AND PROCEDURES**

** **

**A.Evaluation of Disclosure Controls and Procedures**

 

VermilionEnergy Inc. (the "Registrant") maintains disclosure controls and procedures and internal control over financial reportingdesigned to ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time period specifiedin the rules and forms of the Securities and Exchange Commission (the "SEC"). Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reportsthat it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principalexecutive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisionsregarding required disclosure. The Registrant's Chief Executive Officer and Chief Financial Officer, after having evaluated theeffectiveness of the Registrant's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))as of the end of the period covered by this report have concluded that, as of such date, the Registrant's disclosure controlsand procedures are effective to ensure that information relating to the Registrant and its consolidated subsidiaries would bemade known to them by others within those entities. However, as recommended by the SEC in its adopting release, the Registrantwill continue to periodically evaluate its disclosure controls and procedures and will make modifications from time to time asdeemed necessary to ensure that information is recorded, processed, summarized and reported within the time period's specifiedin the SEC's rules and forms.

** **

**B.Management’s Annual Report on Internal Controls**.

 

Seepage 3 of the 2011 Audited Financial Statements included as Exhibit 99.3 to this report.

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**C.Auditor Attestation**

 

Seepage 5 of the 2011 Audited Financial Statements included as Exhibit 99.3 to this report.

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**D.Changes in Internal Control Over Financial Reporting**

 

Therewas no change in the Registrant's internal control over financial reporting that occurred during the period covered by this reportthat has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

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**NOTICESREQUIRED BY RULE 104 OF REGULATION BTR**

 

None

** **

**AUDITCOMMITTEE FINANCIAL EXPERT**

 

TheRegistrant's Board of Directors has determined that it has at least one audit committee financial expert (as such term is definedin the rules and****regulations of the SEC) serving on its Audit Committee. W. Kenneth Davidson has been determined to besuch audit committee financial expert and is independent (as such term is defined by the New York Stock Exchange's corporate governancestandards).

 

TheSEC has indicated that the designation of W. Kenneth Davidson****as an audit committee financial expert does not make himan "expert" for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligationsor liability imposed on him as a member of the Audit Committee and the Board of Directors in absence of such designation, or affectthe duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

 
  
 

**CODEOF ETHICS**

 

TheRegistrant has adopted a written “code of ethics” (as that term is defined in Form 40-F) that applies to its directors,officers and employees. A copy of such code of ethics is available upon request or on the Company’s website at www.vermilionenergy.com

** **

**PRINCIPALACCOUNTANT FEES AND SERVICES**

 

Seepage 36 of the Annual Information Form for the year ended December 31, 2011 included as Exhibit 99.1 to this report. 	

 

Theaudit committee pre-approves all audit and audit related fees. The auditor presents the estimate for the annual audit relatedservices to the Committee for approval prior to undertaking the annual audit of the financial statements.

 

Allnon-audit fees were pre-approved by the Registrant’s audit committee and none were approved on the basis of the de minimisexemption set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

** **

**OFF-BALANCESHEET ARRANGEMENTS**

 

TheCompany has not entered into any off balance sheet arrangements that have or are reasonably likely to have a current or futureeffect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capitalexpenditures or capital resources that are material to investors.

** **

**TABULARDISCLOSURE OF CONTRACTUAL OBLIGATIONS**

 

Paymentsdue by period (Cdn $000’s)
($M) Less    than 1 year  1    - 3 years  3    - 5 years  After    5 years  Total Long-term debt    (excluding interest)  -   152,086   221,350   -   373,436 Amount due pursuant to    acquisition  137,295   -   -   -   137,295 Operating lease obligations  8,575   17,297   14,921   41,681   82,474 Ship or pay agreement related    to the Corrib project  7,588   11,954   9,273   43,292   72,107 Purchase obligations  19,309   2,207   2,111   670   24,297 Drilling    and service agreements  10,913   -   -   -   10,913 Total    contractual obligations  183,680   183,544   247,655   85,643   700,522 
 ** **

**IDENTIFICATIONOF THE AUDIT COMMITTEE**

 

Seepage 35 of the Annual Information Form for the year ended December 31, 2011 included as Exhibit 99.1 to this report.

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**UNDERTAKINGAND CONSENT TO SERVICE OF PROCESS**

** **

**A.Undertaking**

 

TheRegistrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commissionstaff and to furnish promptly, when requested to do so by the Commission staff, information relating to: the Securities registeredpursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactionsin said securities.

** **

**B.Consent to Service of Process**

 

TheRegistrant has previously filed with the SEC a Form F-X in connection with the class of securities in relation to which the obligationto file this report arises.

 

Anychange to the name or address of the Registrant’s agent for service shall be communicated promptly to the SEC by amendmentto Form F-X referencing the file number of the Registrant.

** **

**SIGNATURES**

 

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

 
 VERMILION    ENERGY INC (the Registrant)  Date: March    12, 2012By:(“Curtis    Hicks”)   Curtis W.    Hicks Executive    Vice President and Chief Financial Officer
 
 
 ****