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

**FORM 40-F**

 [  ]   Registration statement pursuant toSection 12 of the Securities Exchange Act of 1934

or

 [X]   Annual report pursuant to Section 13(a) or15(d) of the Securities Exchange Act of 1934

| For the fiscal year ended December 31, 2014 | CommissionFile Number 001-32405 |
|---------------------------------------------|---------------------------------|

**NEVSUN RESOURCES LTD.**(Exact name of registrant as specified inits 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 V6C0B4****(604) 623-4700**(Address and telephonenumber 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 of agent for  service in the United States) 

Securities registered or to be registered pursuant to Section12(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 be registeredpursuant to Section 12(g) of theAct:  **None**

Securities for which there is a reporting obligation pursuantto Section 15(d) of the Act:  **None**

For annual reports, indicate by check mark theinformation filed with this form:

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

At December 31, 2014, the Registrant had 199,652,802 outstanding common shares with no par value.

Indicate by check mark whether the Registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days.Yes  [X]   No  [  ] 

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Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyInterac­tive Data File required to be submitted and posted pursuant to Rule 405of 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 postsuch files).Yes  [  ]   No  [X] 

**DOCUMENTS INCORPORATED BY REFERENCE**

The Annual Information Form ofNevsun Resources Ltd. (the “Registrant”) for the fiscal year ended December 31,2014 (the “Annual Information Form”) is attached as Exhibit 99.1 and isincorporated herein by reference.

The audited consolidatedfinancial statements of the Registrant for the years December 31, 2014 and 2013(the “Financial Statements”), including the reports of the auditors withrespect thereto, are attached as Exhibit 99.2 and are incorporated herein byreference.  

The Registrant’s management’sdiscussion and analysis (“MD&A”) for the years ended December 31, 2014 and2013 is attached as Exhibit 99.3 and is incorporated herein by reference.

**EXPLANATORY NOTE**

The Registrant is a Canadianissuer eligible to file its annual report pursuant to Section 13 of theSecurities Exchange Act of 1934 (the “Exchange Act”) on Form 40-F.  TheRegistrant is a “foreign private issuer” as defined in Rule 3b-4 under theExchange Act.  Accordingly, the Registrant’s equity securities are exemptfrom Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant toRule 3a12-3. 

**CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNINGDIFFERENCES IN****UNITED STATESAND CANADIAN REPORTING PRACTICES**

The Registrant is permitted,under a multi-jurisdictional disclosure system adopted by the United States, toprepare this annual report on Form 40-F in accordance with Canadian disclosurerequirements, which are different from those of the United States.  In particular,and without limiting the foregoing, all mineral resource and reserve estimatesincluded in this report have been prepared in accordance with Canadian NationalInstrument 43-101 and the Canadian Institute of Mining and Metallurgy (“CIM”)Classification System.  These standards differ significantly from therequirements of the United States Securities and Exchange Commission (the“Commission”), and mineral resource and reserve information included herein maynot be comparable to similar information concerning United States companies.

For definitions of the termsmineral reserve, mineral resource, measured mineral resource, indicated mineralresource and inferred mineral resource under CIM standards, and a summary ofthe differences between CIM and U.S. standards, see information contained inthe section entitled “Cautionary Note to US Investors Regarding Disclosure ofMineral Reserves and Resource Estimates” on page 4, contained in Exhibit 99.1filed herewith entitled “Annual Information Form”.

A copy of this 40-F andaccompanying Exhibits may be found on the Company website:  www.nevsun.com. 

**FORWARD LOOKING STATEMENTS**

This report contains forward-lookingstatements within the meaning of the United States Private SecuritiesLitigation Reform Act of 1995 and applicable Canadian securities legislationconcerning anticipated developments in the Company’s continuing and futureoperations in Eritrea and in the putative class action lawsuit, the adequacy ofthe 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 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.

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Forward-looking statements arestatements about the future and are inherently uncertain, and actualachievements of the Registrant or other future events or conditions may differmaterially from those reflected in the forward-looking statements due to avariety 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 fromthose contained in forward-looking statements, there may be other factors thatcause results not to be as anticipated, estimated or intended. 

The Registrant’sforward-looking statements are based on the beliefs, expectations and opinionsof management on the date the statements are made and the Registrant assumes noobligation to update such forward-looking statements in the future.  For thereasons set forth above, investors should not place undue reliance on forward-lookingstatements.

**MANAGEMENT REPORT ON DISCLOSURE CONTROLS AND PROCEDURES**

The information contained inthe “Disclosure controls and procedures”, contained in Exhibit 99.3 filedherewith entitled “MD&A” is incorporated herein by reference. 

**MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIALREPORTING**

The Registrant’s management isresponsible for establishing and maintaining adequate internal control overfinancial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f)under the Exchange Act. 

The Registrant’s internalcontrol over financial reporting includes those policies and procedures that:(1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the Registrant’sassets; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that the Registrant’s receiptsand expenditures are being made only in accordance with authorizations of theRegistrant’s  management and directors; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use ordisposition of the Registrant’s assets that could have a material effect on thefinancial statements.

With the participation of theRegistrant’s Chief Executive Officer and the Registrant’s Chief FinancialOfficer, management conducted an evaluation of the effectiveness of theRegistrant’s internal control over financial reporting, as of December 31, 2014,based on the framework set forth in Internal Control-Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO). Based on its evaluation under this framework, management concluded thatthe Registrant’s internal control over financial reporting was effective as ofthat date.

KPMG LLP, an independentregistered public accounting firm, which audited and reported on theRegistrant’s consolidated financial statements, has issued an attestationreport on management’s assessment of the effectiveness of the Registrant’sinternal control over financial reporting as of December 31, 2014.  Theattestation report is included with the Financial Statements in Exhibit 99.2.

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**AUDITORATTESTATION**

The information contained in the “Independent Auditors’Report of Registered Public Accounting Firm”, contained in Exhibit 99.2 filedherewith entitled “Financial Statements” is incorporated herein by reference.

**CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING**

The information contained in the “Changes in internal controlover financial reporting”, contained in Exhibit 99.3 filed herewith entitled “MD&A”is incorporated by reference.

**AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT**

The information contained inthe “Audit Committee Charter”, “Composition of the Audit Committee”, and“Pre-Approval Policies and Procedures”, contained in Exhibit 99.1 filed herewithentitled “Annual Information Form” is incorporated by reference.  

**CODE OF ETHICS**

The Registrant has adopted acode of ethics that applies to its principal executive officer, principalfinancial officer and principal accounting officer or persons performingsimilar functions.  A copy of the code of ethics, as revised, is posted onthe Registrant’s Internet website at www.nevsun.com, and is available in printto any person without charge, upon written request to the corporate secretaryof the Registrant.  No waivers of the code of ethics have been granted toany principal officer of the Registrant or any person performing similarfunctions.  

**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

The information contained in the “External Auditor Fees”and “Pre-Approval Policies and Procedures” contained in Exhibit 99.1 filed herewithentitled “Annual Information Form” is incorporated by reference.

**OFF-BALANCE SHEET ARRANGEMENTS**

The information contained in the “Off-balance sheetarrangements”, contained in Exhibit 99.3 filed herewith entitled “MD&A” isincorporated by reference.

**TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

The information contained inthe “Commitments and contractual obligations”, contained in Exhibit 99.3 filedherewith entitled “MD&A” is incorporated by reference.

**MINE SAFETY DISCLOSURE**

The Registrant does not operateany mine in the United States, and has no mine safety incidents to report forthe year ended December 31, 2014.

**UNDERTAKINGS**

The Registrant undertakes tomake available, in person or by telephone, representatives to respond toinquiries made by the Commission staff, and to furnish promptly, when requestedto do so by the Commission staff, information relating to: the securitiesregistered pursuant to Form 40-F; the securities in relation to which theobligation to file an annual report on Form 40-F arises; or totransactions in said securities.

**CONSENT TO SERVICE OF PROCESS**

The Registrant has previouslyfiled with the Commission a written consent to service of process and power ofattorney on Form F-X.

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**SIGNATURES**

Pursuant to the requirements ofthe Exchange Act, the Registrant certifies that it meets all of therequirements for filing on Form 40-F and has duly caused this annual report tobe signed on its behalf by the undersigned, thereto duly authorized.

**NEVSUN RESOURCES LTD.**

| By: | /s/ ***“Clifford T. Davis***” |
|-----|-------------------------------------------|

|   | Clifford T. Davis                Chief Executive Officer and Director |
|--------|-----------------------------------------------------------------------|

| Date: | February 25, 2015 |
|-------|-------------------|

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**EXHIBIT INDEX**

The following exhibits have been filed as part of theannual report:

| Exhibit | Description                                                                                                                                       |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| 99.1    | Annual  Information Form of the Registrant for the year ended December 31, 2014                                                                   |
| 99.2    | Audited  Annual Financial Statements of the Registrant for the years ended December  31, 2014 and 2013                                            |
| 99.3    | MD&A of the Registrant for  the years ended December 31, 2014 and 2013                                                                        |
| 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, Matt Bampton                                                                                                        |
| 99.10   | Consent  of Qualified Person, Paul Gribble                                                                                                        |
| 99.11   | Consent  of Qualified Person, Anoush Ebrahimi                                                                                                     |

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