**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 40-F**

 

| **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, 2009**

          

**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 1260**                                                                                                      |
| **Vancouver, British Columbia, Canada V6C 2W2**                                                                                               |
| **(604) 688-9592**

(Address and Telephone Number of Registrant’s Principal Executive Offices)                                          |
|                                                                                                                                          |
| **Dorsey & Whitney LLP****Republic Plaza Building, Suite 4700****370 Seventeenth Street**

**Denver, Colorado 80202**

**(303) 629-3400** | Copies to:

**Kenneth G. Sam**

**Dorsey & Whitney LLP****Republic Plaza Building, Suite 4700****370 Seventeenth Street**

**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:

o  Annual Information Form         oAudited 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, 2009, **73,897,702**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

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).           o Yes     o  No

 

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**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. 

 

**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:

|   | **•** | risks related to our lack of revenues from operations and our continued ability to fund ongoing and planned exploration and possible future mining operations; |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to the on-going credit crisis centered in the United States and our ability to raise money in the future to fund our operations; |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to our ability to successfully establish mining operations or profitably produce precious or other metals; |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to differences between U.S. and Canadian practices for reporting mineral resources and mineral reserves; |
|--------|------------|------------------------------------------------------------------------------------------------------------------------|

|   | **•** | uncertainty as to actual capital costs, operating costs, production and economic returns, and uncertainty that our development activities will result in profitable mining operations; |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to our mineral reserves and mineral resources figures being estimates based on interpretations and assumptions which may result in less mineral production under actual conditions than is currently estimated; |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | changes in the market price of gold, silver, copper, and other minerals which in the past have fluctuated widely and which could affect the profitability of our future operations and financial condition; |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to currency fluctuations; |
|--------|------------|-----------------------------------------|

|   | **•** | risks related to the inherently dangerous activity of mining, including conditions or events beyond our control; |
|--------|------------|------------------------------------------------------------------------------------------------------------------|

 

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|   | **•** | risks related to our primary property being located in Chile, including political, economic, and regulatory instability; |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------|

|   | **•** | uncertainty in our ability to obtain and maintain certain permits necessary for our current and anticipated operations; |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to our business being subject to environmental laws and regulations which may increase our costs of doing business and/or restrict our operations; |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to land reclamation requirements which may be burdensome; |
|--------|------------|-------------------------------------------------------------------------|

|   | **•** | risks over the uncertainty relating to our ability to attract and maintain qualified management to meet the needs of our anticipated growth and risks relating to our ability to manage our growth effectively; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to our mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title; |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to our history of losses, which we may continue to incur in the future; |
|--------|------------|---------------------------------------------------------------------------------------|

|   | **•** | risks related to increased competition that could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties for mineral exploration in the future; |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | risks related to our officers and directors becoming associated with other natural resource companies which may give rise to conflicts of interests; |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | the volatility of the Company’s common share price and volume; |
|--------|------------|----------------------------------------------------------------------|

|   | **•** | tax consequences to United States shareholders; |
|--------|------------|-------------------------------------------------|

|   | **•** | risks relating to potential claims by indigenous people over our mineral properties and |
|--------|------------|-----------------------------------------------------------------------------------------|

|   | **•** | risks related to the financial capacity of Extorre Gold Mines Limited (“Extorre”) to indemnify our business in respect of our irrevocable guarantee of the performance by Extorre’s subsidiary Estelar Resources Limited of its obligations to Cerro Vanguardia Sociedad Anonima under the agreement dated December 30, 2003 respecting the Cerro                        Moro project. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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. 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 prepares its financial statements, which are filed as Exhibit 2to this annual report on Form 40-F, in accordance with Canadian generally accepted accounting principles (“GAAP”), and they are subject to Canadian auditing and auditor independence standards. They are not comparable to financial statements of United States companies. Significant measurement differences between Canadian GAAP and United States GAAP are described in Note 19 of the audited consolidated financial statements of the Company.

 

**RESOURCE AND RESERVE ESTIMATES**

 

The Company’s Annual Information Form (“AIF”) filed as Exhibit 1to this annual report on Form 40-F has 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 

 

2

 

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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. These definitions differ from the definitions in SEC Industry Guide 7 under the United States Securities Act of 1993, 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; 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 part or all of mineral deposits in these categories will ever be converted into 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 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.

 

**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, on December 31, 2009, based upon the noon rate of exchange as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.0466.

 

**ANNUAL INFORMATION FORM**

 

The Company’s AIF for the fiscal year ended December 31, 2009 is filed as Exhibit 1and incorporated by reference in this annual report on Form 40-F.

 

**AUDITED ANNUAL FINANCIAL STATEMENTS**

 

The audited consolidated financial statements of the Company for the years ended December 31, 2009 and 2008, including the report of the independent auditor with respect thereto, are filed as Exhibit 2and incorporated by reference in this annual report on Form 40-F. For a reconciliation of material measurement differences between Canadian and United        States GAAP, see Note 19 to the Company’s audited consolidated financial statements. 

 

**MANAGEMENT’S DISCUSSION AND ANALYSIS**

 

The Company’s management’s discussion and analysis (“MD&A”) for the fiscal year ended December 31, 2009 is filed as Exhibit 3and incorporated by reference in this annual report on Form 40-F.

 

 

3

 

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**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.

 

**CONTROLS AND PROCEDURES**

 

*Disclosure Controls and Procedures*

 

At the end of the period covered by this annual report for the fiscal year ended December 31, 2009, 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 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 Rule 13a-15(f) under the Exchange Act. The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control over financial reporting described below. 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, 2009. In making this assessment, management used the criteria set forth in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management has concluded        that, as of December 31, 2009, 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.

 

4

 

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The Company is required to provide an auditor’s attestation report on its internal control over financial reporting for the fiscal year ended December 31, 2009. In this annual report, the Company’s independent registered auditor, PricewaterhouseCoopers LLP, must state its opinion as to the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended        December 31, 2009. PricewaterhouseCoopers LLP has audited the Company’s financial statements included in this annual report on Form 40-F and has issued an attestation report on the Company’s internal control over financial reporting.

 

*Auditor’s Attestation Report*

 

PricewaterhouseCoopers LLP’s attestation report on the Company’s internal control over financial reporting is included in the audit report to the audited consolidated financial statements of the Company filed hereto as Exhibit 2and incorporated by reference in this annual report on Form 40-F.

*Changes in Internal Control over Financial Reporting*

Management, including the CEO and CFO, has evaluated the Company’s internal control over financial reporting to determine whether any changes occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Following the documentation of its internal control system        and testing of those systems, management concluded that during the year ended December 31, 2009, the Company effected certain changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has (i) taken steps to improve segregation of duties and the authorization process through the addition of accounting personnel; (ii) reviewed and refined        internal control processes; (iii) reviewed and improved general controls over information technology; and (iv) enhanced financial control over period close processes.

 

**CORPORATE GOVERNANCE**

 

The Company’s Board of Directors (the “Board of Directors”) is responsible for the Company’s Corporate Governance policies and has separately designated standing Compensation, Nominating and Audit Committees. The Board of Directors has determined that all the members of the Compensation, Nominating and Audit Committees are independent, based on the criteria for independence and        unrelatedness prescribed by Section 803 of the NYSE Amex 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 Robert G. Reynolds, Roger Walsh and Douglas W. Scheving. The Compensation Committee meets periodically to develop, monitor and review the terms and conditions of employment and        remuneration of officers and directors of the Company. The Company’s CEO cannot be present during the Compensation Committee’s deliberations or vote.

 

*Nominating and Corporate Governance Committee*

 

Nominees for the Board of Directors are selected by a majority of our independent directors. The Nominating 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 board resolution addressing the nomination process and such related matters as may be required under federal securities laws.

 

5

 

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**AUDIT COMMITTEE**

 

The Company’s Board of Directors has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Company’s Audit Committee is comprised of Roger Walsh, Robert G. Reynolds and Douglas W. Scheving.

 

|   | **•** | Mr. Walsh, Chairman of the Audit Committee qualified as a Chartered Accountant, with over 20 years experience, has a clear understanding of the accounting principles used by the Company to prepare its financial statements; has the ability to assess the general application of such accounting principles in connection with the accounting for estimates,                        accruals and reserves; has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, and has an understanding of internal controls and procedures for financial reporting. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | Mr. Reynolds is a Chartered Accountant with over 35 years experience in commerce and practice, and with over 25 years in the mining industry, which provides him with an understanding of the accounting principles used by the Company to prepare its financial statements, the ability to assess the general application of such accounting principles and                        analyze or evaluate financial statements, and an understanding of internal controls and procedures for financial reporting. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **•** | Mr. Scheving’s industry experience in the management and administration of publicly traded mining exploration companies provides him with an understanding of the accounting principles used by the Company to prepare its financial statements, the ability to assess the general application of such accounting principles and analyze or evaluate                        financial statements, and an understanding of internal controls and procedures for financial reporting. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

In the opinion of the Company’s Board of Directors, all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and Section 803 of the NYSE Amex Company Guide) and are financially literate. The Audit Committee meets the composition requirements set forth by Section 803 of NYSE Amex Company Guide.

 

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.

The full text of the Audit Committee Charter is attached as Appendix 1 to the Company’s Annual Information Form for the year ended December 31, 2007, which was filed as Exhibit 1 to the Company’s annual report on Form 40-F for the year ended December 31, 2007, filed with the United States Securities and Exchange Commission on March 31, 2008. The Audit Committee has reviewed and reassessed the        adequacy of the Company’s Audit Committee Charter and the Audit Committee Charter is hereby incorporated by reference into this annual report on Form 40-F. 

 

6

 

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*Audit Committee Financial Expert*

 

The Company’s Board of Directors has determined that Roger Walsh qualifies as a financial expert (as defined in Item 407 of Regulation S-K under the Exchange Act) and is independent (as determined under Exchange Act Rule 10A-3 and Section 803 of the NYSE Amex Company Guide).

 

**PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT AUDITORS**

 

The following table shows the aggregate fees billed to the Company by PricewaterhouseCoopers LLP and its affiliates, Chartered Accountants, the Company’s independent registered public auditing firm, in each of the last two years.

 

| **PricewaterhouseCoopers LLP**    |
|-----------------------------------|
| **Financial Year Ending**

  | **Audit Fees**(1) | **Tax Fees**(2) | **All Other Fees**(3) |
| 2009                              | Cdn.$149,535 | Nil | Cdn.$114,140 |
| 2008                              | Cdn.$139,220 | Nil | Cdn.$42,400 |

 

| (1) | Audit fees were paid for professional services rendered by the auditor for the audit of the Company’s annual consolidated financial statements, review of quarterly consolidated financial statements and services provided for statutory and regulatory filings or engagements. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | The aggregate fees billed for tax compliance, tax advice and tax planning services for international operations. |
|-----|------------------------------------------------------------------------------------------------------------------|

| (3) | The aggregate fees billed in each of the last two fiscal years for products and services provided by the independent registered accountant, other than the services reported above. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY**

**INDEPENDENT AUDITORS**

 

The Audit Committee pre-approves all audit services to be provided to the Company by its independent auditors. Non-audit services that are prohibited to be provided to the Company by its independent auditors may not be pre-approved. In addition, prior to the granting of any pre-approval, the Audit Committee must be satisfied that the performance of the services in question will not compromise the        independence of the independent auditors. All non-audit services performed by the Company’s auditor for the fiscal year ended December 31, 2009 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 TRANSACTIONS**

 

The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.

 

**CODE OF ETHICS**

 

The Company has adopted a written code of conduct for its directors, officers and employees. The Company is committed to the highest standards of legal and ethical business conduct. This Code of Business Conduct and Ethics (the “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.

 

7

 

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A copy of the Code in full text is available on the Company’s website at www.exeterresource.com. All 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 web site, furnished to the SEC on Form 6-K and provided in print to any shareholder who requests them. 

 

During the fiscal year ended December 31, 2009, the Company did not substantively amend, waive or implicitly waive any provision of the Code with respect to any of the directors, executive officers or employees subject to it.

 

**CONTRACTUAL OBLIGATIONS**

 

The following table lists as of December 31, 2009 information with respect to the Company’s known contractual obligations. 

 

|                                                                                                   | **Payments Due by Period**

(Figures are in Canadian Dollars) |
|--------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|
| **Contractual Obligations**                                                                            | Total                                                         | Less than 1 Year | 1-3 Years | 4-5 years | More than 5 years |
| Long Term Debt Obligations

                                                                      | Nil                                                           | Nil | Nil | Nil | Nil |
| Capital (Finance) Lease Obligations 

                                                            | Nil                                                           | Nil | Nil | Nil | Nil |
| Operating Lease Obligations

                                                                     | **$204,661**                                                  | **$161,361** | **$43,330** | Nil | Nil |
| Purchase Obligations

                                                                            | Nil                                                           | Nil | Nil | Nil | Nil |
| Property Access Agreements

                                                                      | **$137,557**                                                  | **$84,699** | **$52,858** | Nil | Nil |
| Other Long-Term Liabilities Reflected on the Company’s Balance Sheet Under Canadian GAAP

  | Nil                                                           | Nil | Nil | Nil | Nil |
| **Total**

                                                                                       | **$342,218**                                                  | **$246,060** | **$96,158** | Nil | Nil |

 

**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, 2009 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

 

**NYSE AMEX CORPORATE GOVERNANCE**

 

The Company’s common shares are listed on the NYSE Amex. Section 110 of the NYSE Amex Company Guide permits the NYSE Amex to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE Amex listing criteria, and to grant exemptions from NYSE Amex listing criteria based on these considerations. A company seeking relief under these provisions is required        to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE Amex standards is as follows:

 

 

 

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*Shareholder Meeting Quorum Requirement*: The NYSE Amex minimum quorum requirement for a shareholder meeting is one-third of the outstanding shares of common stock. In addition, a company listed on the NYSE Amex is required to state its quorum requirement in its bylaws. The Company’s quorum requirement is set forth in its Memorandum and Articles. A        quorum for a meeting of members of the Company is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the shares entitled to be voted at the meeting.

 

*Proxy Delivery Requirement*: The NYSE Amex requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act,        and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

 

*Shareholder Approval for Issuance of Shares:*Section 713 of the NYSE Amex Company Guide requires shareholder approval as a prerequisite to approval of applications to list additional shares when the additional shares will be issued in connection with a transaction involving the sale or issuance by a company of common stock (or securities convertible into        or exercisable for common stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock. However, the issuance of common stock in an amount in excess of 20% of the presently outstanding stock for less than book or market value, without shareholder approval, is not prohibited under the rules of the TSX (“TSX”) and does not constitute a default under the TSX rules or any applicable laws in Canada. In past transactions        the Company has followed the rules of the TSX and applicable laws in Canada and in future transactions, the Company seek similar exemptions from the requirements of Section 713 of the NYSE Amex Company Guide.

The foregoing are consistent with the laws, customs and practices in Canada.

 

In addition, the Company may from time-to-time seek relief from NYSE Amex corporate governance requirements on specific transactions under Section 110 of the NYSE Amex 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.

 

**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 with the SEC on November 14, 2006, with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F arises. 

 

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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, 2009                                                                                                                                                                              |
| 99.2                   | Audited Consolidated Financial Statements for the years ended December 31, 2009 and 2008, including the Auditor’s Report thereon and on the effectiveness of the Company’s internal control over financial reporting as at December 31, 2009 |
| 99.3                   | Management Discussion and Analysis for the year ended December 31, 2009                                                                                                                                                                                  |
| **Certifications**     |
| 99.4                   | Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act                                                                                                                                                                    |
| 99.5                   | Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act                                                                                                                                                                    |
| 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 Todd Wakefield                                                                                                                                                                                                                                |
| 99.10                  | Consent of Rodrigo Alves Marinho                                                                                                                                                                                                                         |
| 99.11                  | Consent of Justin Tolman                                                                                                                                                                                                                                 |

 

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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 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: March 31, 2010

 

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