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**UNITED STATESSECURITIES  AND EXCHANGE COMMISSION****Washington,  D.C. 20549**

**FORM 40-F**

 [  ]   Registrationstatement pursuant to Section 12 of the Securities Exchange Act of 1934

 or

 [X]   Annual report pursuant toSection 13(a) or 15(d) of the Securities Exchange Act of 1934

| For the fiscal year ended December 31,2013 | CommissionFile Number 001-32405 |
|--------------------------------------------|---------------------------------|

**NEVSUN RESOURCESLTD.**(Exact name of registrant asspecified in its charter)

| **British Columbia**(Province or Other  Jurisdiction of Incorporation or Organization) | **1041**(Primary Standard  Industrial Classification Code) | **Not Applicable**(I.R.S. Employer   Identification No.) |
|----------------------------------------------------------------------------------------|------------------------------------------------------------|----------------------------------------------------------|

**760 - 669 Howe Street,****Vancouver, British Columbia,Canada V6C 0B4****(604) 623-4700**(Address andtelephone number of registrant’s principal executive offices)

**Gibson, Dunn & Crutcher    LLP****3161 Michelson Drive, Irvine, CA 92612-4412 (949) 451-4343**(Name, address and telephone number ofagent 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 MKT  LLC**                           |

Securities registered or to beregistered pursuant to Section 12(g) of the Act:  **None**

Securities for which there is a reportingobligation pursuant to Section 15(d) of the Act:  **None**

For annual reports, indicate by check markthe information filed with this form:

|  [X]  Annual Information Form   |  [X]  Audited Annual Financial Statements |
|-----------------------------------------------------|-----------------------------------------------------|

At December 31, 2013, the Registrant had 199,307,802 outstandingcommon shares with no par value.

Indicate by check mark whether theRegistrant by filing the information contained in this Form is also therebyfurnishing the information to the Commission pursuant to Rule 12g3-2(b) underthe Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked,indicate the file number assigned to the Registrant in connection with suchRule.  

 [  ]  Yes  82-_______ [X]  No   

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Indicate by check mark whether theRegistrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the preceding 12 months (or for such shorterperiod that the Registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90 days.  

Yes  [X]   No  [  ] 

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

Yes  [  ]   No  [X] 

**DOCUMENTS INCORPORATED BY REFERENCE**

The AnnualInformation Form of Nevsun Resources Ltd. (the “Registrant”) for the fiscalyear ended December 31, 2013 (the “Annual Information Form”) is attached asExhibit 99.1 and is incorporated herein by reference.

The auditedconsolidated financial statements of the Registrant for the years December 31, 2013and 2012 (the “Financial Statements”), including the reports of the auditorswith respect thereto, are attached as Exhibit 99.2 and are incorporated hereinby reference.  

TheRegistrant’s management’s discussion and analysis (“MD&A”) for the yearsended December 31, 2013 and 2012 is attached as Exhibit 99.3 and isincorporated herein by reference.

**EXPLANATORY NOTE**

The Registrantis a Canadian issuer eligible to file its annual report pursuant to Section 13of the Securities Exchange Act of 1934 (the “Exchange Act”) on Form 40-F. The Registrant is a “foreign private issuer” as defined in Rule 3b-4under the Exchange Act.  Accordingly, the Registrant’s equity securitiesare exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Actpursuant to Rule 3a12-3. 

**CAUTIONARY NOTE TO UNITED STATESINVESTORS CONCERNING DIFFERENCES IN****UNITED STATES AND CANADIAN REPORTING PRACTICES**

The Registrantis permitted, under a multi-jurisdictional disclosure system adopted by theUnited States, to prepare this annual report on Form 40-F in accordance withCanadian disclosure requirements, which are different from those of the UnitedStates.  In particular, and without limiting the foregoing, all mineralresource and reserve estimates included in this report have been prepared inaccordance with Canadian National Instrument 43-101 and the Canadian Instituteof Mining and Metallurgy (“CIM”) Classification System.  These standardsdiffer significantly from the requirements of the United States Securities andExchange Commission (the “Commission”), and mineral resource and reserveinformation included herein may not be comparable to similar informationconcerning United States companies.

Fordefinitions of the terms mineral reserve, mineral resource, measured mineralresource, indicated mineral resource and inferred mineral resource under CIMstandards, and a summary of the differences between CIM and U.S. standards, seeinformation contained in the section entitled “Information ConcerningPreparation of Resource Estimates”, beginning on page 4, contained in Exhibit99.1 filed herewith entitled “Annual Information Form”.

A copy of this40-F and accompanying Exhibits may be found on the Company website:  www.nevsun.com. 

**FORWARD LOOKING STATEMENTS**

This report containsforward-looking statements within the meaning of the United States PrivateSecurities Litigation Reform Act of 1995 and applicable Canadian securitieslegislation concerning anticipated developments in the Company’s continuing andfuture operations in Eritrea and in the putative class action lawsuit, theadequacy of the Company’s financial resources and financial projections.  Forward-lookingstatements include, but are not limited to, statements concerning or theassumptions related to estimates of capital and operating costs, the timing,nature and extent of future copper and gold production, expanding explorationlicenses, the estimation of mineral reserves and resources, methodologies andmodels used to prepare resource and reserve estimates, the realization 

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ofmineral reserve estimates, the conversion of mineral properties to reserves andresources, the potential to expand resources, reserves and mine life, futureexploration budgets, plans, targets and work programs, capital expenditures andobjectives, anticipated timing of grant of permits, mining and developmentplans and activities, construction and production targets and timetables,grades, processing rates, life of mine, net cash flows, metal prices, exchangerates, reclamation costs, results of drill programs, dividend plans and policy,litigation matters, integration or expansion of operations, requirements foradditional capital, government regulation of mining operations, environmentalrisks, political risks and uncertainties, unanticipated reclamation expenses,and other events or conditions that may occur in the future.  Forward-lookingstatements are frequently, but not always, identified by words such as“expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,”“possible,” “budget” and similar expressions, or statements that events,conditions or results “will,” “may,” “could” or “should” occur or be achieved. Information concerning the interpretation of drill results and mineral resourceand reserve estimates also may be deemed to be forward-looking statements, assuch information constitutes a prediction of what mineralization might be foundto be present if and when a project is actually developed, and in the case ofmineral reserves, such statements reflect the conclusion based on certainassumptions that the mineral deposit can be economically exploited.  

Forward-lookingstatements are statements about the future and are inherently uncertain, andactual achievements of the Registrant or other future events or conditions maydiffer materially from those reflected in the forward-looking statements due toa variety of risks, uncertainties and other factors, including, withoutlimitation, those described in the Annual Information Form of the Registrantincluded in this report.  Although the Company has attempted to identifyimportant factors that could cause actual results to differ materially from thosecontained in forward-looking statements, there may be other factors that causeresults not to be as anticipated, estimated or intended. 

TheRegistrant’s forward-looking statements are based on the beliefs, expectationsand opinions of management on the date the statements are made and theRegistrant assumes no obligation to update such forward-looking statements inthe future.  For the reasons set forth above, investors should not place unduereliance on forward-looking statements.

**MANAGEMENT REPORT ON DISCLOSURE CONTROLSAND PROCEDURES**

Theinformation contained in the “Disclosure controls and procedures”, contained inExhibit 99.3 filed herewith entitled “MD&A” is incorporated herein byreference. 

**MANAGEMENT REPORT ON INTERNAL CONTROLOVER FINANCIAL REPORTING**

TheRegistrant’s management is responsible for establishing and maintainingadequate internal control over financial reporting, as such term is defined inRules 13a-15(f) and 15d-15(f) under the Exchange Act. 

TheRegistrant’s internal control over financial reporting includes those policiesand procedures that: (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions anddispositions of the Registrant’s assets; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, andthat the Registrant’s receipts and expenditures are being made only inaccordance with authorizations of the Registrant’s  management and directors;and (3) provide reasonable assurance regarding prevention or timely detectionof unauthorized acquisition, use or disposition of the Registrant’s assets thatcould have a material effect on the financial statements.

With theparticipation of the Registrant’s Chief Executive Officer and the Registrant’sChief Financial Officer, management conducted an evaluation of theeffectiveness of the Registrant’s internal control over financial reporting, asof December 31, 2013, based on the framework set forth in InternalControl-Integrated Framework (1992) issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). Based on its evaluation underthis framework, management concluded that the Registrant’s internal controlover financial reporting was effective as of that date.

KPMG LLP, anindependent registered public accounting firm, which audited and reported onthe Registrant’s consolidated financial statements, has issued an attestationreport on the effectiveness of the Registrant’s internal control over financialreporting as of December 31, 2013.  The attestation report is included with theFinancial Statements in Exhibit 99.2.

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**AUDITOR ATTESTATION**

The information contained in the “IndependentAuditors’ Report of Registered Public Accounting Firm”, contained in Exhibit99.2 filed herewith entitled “Financial Statements” is incorporated herein byreference.

**CHANGES IN INTERNAL CONTROL OVERFINANCIAL REPORTING**

The information contained in the “Changesin internal control over financial reporting”, contained in Exhibit 99.3 filedherewith entitled “MD&A” is incorporated by reference.

**AUDIT COMMITTEE AND AUDIT COMMITTEEFINANCIAL EXPERT**

Theinformation contained in the “Audit Committee Charter”, “Composition of theAudit Committee”, and Pre-Approval Policies and Procedures”, contained in Exhibit99.1 filed herewith entitled “Annual Information Form” is incorporated byreference.  

**CODE OF ETHICS**

The Registranthas adopted a code of ethics that applies to its principal executive officer,principal financial officer and principal accounting officer or personsperforming similar functions.  A copy of the code of ethics, as revised, isposted on the Registrant’s Internet website at www.nevsun.com, and is availablein print to any person without charge, upon written request to the corporatesecretary of the Registrant.  No waivers of the code of ethics have beengranted to any principal officer of the Registrant or any person performingsimilar functions.  

**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

The information contained in the “ExternalAuditor Fees”, contained in Exhibit 99.1 filed herewith entitled “AnnualInformation Form” is incorporated by reference.

**OFF-BALANCE SHEET ARRANGEMENTS**

The information contained in the “Off-balancesheet arrangements”, contained in Exhibit 99.3 filed herewith entitled “MD&A”is incorporated by reference.

**TABULAR DISCLOSURE OF CONTRACTUALOBLIGATIONS**

Theinformation contained in the “Commitments and contractual obligations”, containedin Exhibit 99.3 filed herewith entitled “MD&A” is incorporated by reference.

**MINE SAFETY DISCLOSURE**

The Registrantdoes not operate any mine in the United States, and has no mine safetyincidents to report for the year ended December 31, 2013.

**UNDERTAKINGS**

The Registrantundertakes to make available, in person or by telephone, representatives torespond to inquiries made by the Commission staff, and to furnish promptly,when requested to do so by the Commission staff, information relating to: thesecurities registered pursuant to Form 40-F; the securities in relation towhich the obligation to file an annual report on Form 40-F arises; or totransactions in said securities.

**CONSENT TO SERVICE OF PROCESS**

The Registranthas previously filed with the Commission a written consent to service ofprocess and power of attorney on Form F-X.

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**SIGNATURES**

Pursuant tothe requirements of the Exchange Act, the Registrant certifies that it meetsall of the requirements for filing on Form 40-F and has duly caused this annualreport to be signed on its behalf by the undersigned, thereto duly authorized.

**NEVSUN RESOURCES LTD.**

| By:  | /s/ ***“Clifford T.Davis”                     ***Clifford T. Davis    Chief Executive Officerand Director |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 Date: March 24, 2014

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**EXHIBIT INDEX**

The following exhibits have been filed aspart of the annual report:

| Exhibit | Description                                                                                                                                       |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| 99.1    | Annual Information Form of the Registrant for the  year ended December 31, 2013                                                                   |
| 99.2    | Audited Annual Financial Statements of the  Registrant for the years ended December 31, 2013 and 2012                                             |
| 99.3    | MD&A of the Registrant for  the years ended December 31, 2013 and 2012                                                                        |
| 99.4    | Certification of Chief  Executive Officer as Required by Rule 13a-14(a) under the Exchange Act                                                    |
| 99.5    | Certification of Chief  Financial Officer as Required by Rule 13a-14(a) under 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 |
| 99.8    | Consent of KPMG LLP                                                                                                                               |
| 99.9    | Consent of Qualified Person, Jay Melnyk                                                                                                           |
| 99.10   | Consent of Qualified Person, Peter Munro                                                                                                          |
| 99.11   | Consent of Qualified Person, Paul Gribble                                                                                                         |

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