Form 6-K EXETER RESOURCE CORP For: May 16

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May 18, 2016 5:24 PM EDT

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FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of May 2016

Commission File Number 001-33136

Exeter Resource Corporation

(Translation of registrant's name into English)

Suite 1660, 999 West Hastings Street

Vancouver, British Columbia, Canada V6C 2W2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXETER RESOURCE CORPORATION

(Registrant)

Dated: May 18, 2016

By: /s/ Cecil Bond

Cecil Bond

Chief Financial Officer

EXHIBIT INDEX

Exh. No.		Description
99.1		Consolidated Financial Statements for the Three Months Ended March 31, 2016 and 2015
99.2		Management's Discussion and Analysis for the Three Months Ended March 31, 2016
99.3		Form 52-109F2 CEO Certification dated May 12, 2016
99.4		Form 52-109F2 CFO Certification dated May 12, 2016

EXHIBIT 99.1

Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2016 and 2015

(Expressed in Canadian Dollars)

(Unaudited)

EXETER RESOURCE CORPORATION

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity’s auditor.

Vancouver, Canada

May 12, 2016

Exeter Resource Corporation

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Thousands of Canadian Dollars, Except Share Data)

(Unaudited)

		March 31, 2016			December 31, 2015

Assets

Current
Cash and cash equivalents	(Note 4)	$	20,726		$	22,308
Amounts receivable and prepaid expenses			171			132
Due from related party	(Note 8)		31			18
Other financial assets			41			26
			20,969			22,484

Property and equipment			53			59
		$	21,022		$	22,543

Liabilities

Current
Accounts payable and accrued liabilities		$	231		$	311
Due to related parties	(Note 8)		45			20
			276			331

Shareholders’ Equity

Share capital	(Note 6)		246,089			246,089
Contributed surplus			45,930			45,635
Deficit			(271,331	)		(269,556	)
Accumulated other comprehensive income			58			44
			20,746			22,212
		$	21,022		$	22,543

Contractual Commitments (Note 11)

Approved by the Directors:

“Robert Reynolds”	Director
“John Simmons”	Director

See accompanying notes to the consolidated financial statements

Exeter Resource Corporation

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Thousands of Canadian Dollars, Except Share Data)

(Unaudited)

For the three months ended March 31,		2016			2015
Income
Interest income		$	56		$	88
Expenses
Accounting and audit			1			6
Administration salaries and consulting	(Note 7)		139			169
Amortization			6			10
Directors’ fees	(Note 7)		142			38
Foreign exchange loss			15			14
General and administration	(Note 10)		108			118
Legal fees			3			38
Impairment on available-for-sale investments			-			11
Management fees	(Note 7)		43			40
Mineral property exploration expenditures	(Notes 5 and 7)		1,150			2,342
Shareholder communications			123			127
Stock exchange listing and filing fees			101			122
			1,831			3,035
Net loss for the period		$	1,775		$	2,947
Other comprehensive (income) loss for the period
Item that may be reclassified to profit or loss:
Currency translation difference			1			19
Unrealized gain on available-for-sale-investments			(15	)		-
Net loss and comprehensive loss for the period		$	1,761		$	2,966

Basic and diluted loss per common share from loss for the period		$	(0.02	)	$	(0.03	)

Weighted average number of common shares outstanding			88,407,753			88,407,753

See accompanying notes to the consolidated financial statements

Exeter Resource Corporation

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Thousands of Canadian Dollars, Except Share Data)

(Unaudited)

For the three months ended March 31,		2016			2015

Operating Activities
Net loss for the period		$	(1,755	)	$	(2,947	)
Non-cash items:
Amortization			6			10
Loss on available-for-sale investments			-			11
Share-based compensation	(Note 7)		295			36
			(1,474	)		(2,890	)
Changes in non-cash working capital items:
Amounts receivable and prepaid expenses			(39	)		10
Due from related parties			(13	)		(8	)
Due to related parties			25			(7	)
Accounts payable and accrued liabilities			(80	)		(107	)
Cash outflow from operating activities			(1,581	)		(3,002	)
Investing Activities
Acquisition of property and equipment			-			(5	)
Cash outflow from investing activities			-			(5	)

Effect of foreign exchange rate change on cash			(1	)		22

Net decrease in cash and cash equivalents			(1,582	)		(2,985	)
Cash and cash equivalents – beginning of the period			22,308			30,752
Cash and cash equivalents – end of the period		$	20,726		$	27,767

See accompanying notes to the consolidated financial statements

Exeter Resource Corporation

Condensed Interim Consolidated Statements of Changes in Equity

(Expressed in Thousands of Canadian Dollars, Except Share Data)

(Unaudited)

			Issued Share Capital
			Number of Shares		Amount		Contributed Surplus		Deficit			Accumulated Other Comprehensive Income (Loss)			Total Shareholders' Equity

Balance - January 1, 2015				88,407,753	$	246,089	$	44,404	$	(260,659	)	$	40		$	29,874
Activity during the period:
	-	Share-based compensation		-		-		36		-			-			36
	-	Other comprehensive income		-		-		-		-			(19	)		(19	)
	-	Net loss for the period		-		-		-		(2,947	)		-			(2,947	)
Balance - March 31, 2015				88,407,753	$	246,089	$	44,440	$	(263,606	)	$	21		$	26,944
Activity during the period:
	-	Share-based compensation		-		-		1,195		-			-			1,195
	-	Other comprehensive income		-		-		-		-			23			23
	-	Net loss for the period		-		-		-		(5,950	)		-			(5,950	)
Balance - December 31, 2015				88,407,753		246,089	$	45,635	$	(269,556	)	$	44		$	22,212
Activity during the period:
	-	Share-based compensation		-		-		295		-			-			295
	-	Other comprehensive income		-		-		-		-			14			14
	-	Net loss for the period		-		-		-		(1,755	)		-			(1,755	)
Balance - March 31, 2016				88,407,753	$	246,089	$	45,930	$	(271,331	)	$	58		$	20,746

See accompanying notes to the consolidated financial statements

Exeter Resource Corporation

Notes to the Condensed Interim Financial Statements

For the three months ended March 31, 2016 and 2015

(tabular amounts in $000’s)

1.	Nature of Business

Exeter Resource Corporation (“Exeter” or the “Company”) is an exploration stage company incorporated under the laws of British Columbia, Canada with its head office in Vancouver, Canada, and, together with its subsidiaries, it is currently engaged in the acquisition and exploration of mineral properties located in Chile. The Company is also evaluating new opportunities with the objective of securing properties which offer near term discovery potential.

The Company is in the process of exploring its mineral properties. The continued operation of the Company is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of such properties, and the profitable production from or disposition of such properties.

The Company has its primary listing on the Toronto Stock Exchange and a secondary listing on the NYSE MKT. The Company’s head office is located at 1660 - 999 West Hastings Street, Vancouver, BC, Canada, V6C 2W2.

2.	Basis of Preparation

These condensed interim consolidated financial statements have been prepared in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), as applicable to interim financial reports including IAS 34 “Interim Financial Reporting”. Accordingly, the accounting policies followed by the Company are set out in Note 4 of the audited consolidated financial statements for the year ended December 31, 2015, and have been consistently followed in the preparation of these condensed interim consolidated financial statements. These condensed interim consolidated financial statements do not include all the information and note disclosure required by IFRS for annual financial statements, and therefore, should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2015.

These condensed interim consolidated financial statements were approved by the Board of Directors on May 12, 2016.

3.	Financial Instruments

The carrying amounts of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities and due to and from related parties approximate fair value due to the short term nature of these financial instruments.

Fair value measurements are categorized within the following hierarchy:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The available-for-sale securities held by the Company are carried at fair value based on quoted prices in an active market (Level 1).

4.	Cash and Cash Equivalents

(in thousands)	March 31, 2016		December 31, 2015
Cash
Cash at bank	$	11,124	$	12,728
Investment savings accounts		9,602		9,580
Total	$	20,726	$	22,308

Exeter Resource Corporation

Notes to the Condensed Interim Financial Statements

For the three months ended March 31, 2016 and 2015

(tabular amounts in $000’s)

5.	Mineral Properties - Acquisition and Exploration Costs

Acquisition Costs

Caspiche

By an agreement dated October 11, 2005 and subsequently amended, the Company acquired the right to review a number of properties in the Maricunga region of Chile. Under the terms of the agreement, the Company had the right to earn a 100% interest in the properties by incurring aggregate expenditures of US$2.55 million over five years including conducting 15,500 meters (“m”) of drilling with the vendor retaining a 3% net smelter royalty (“NSR”) in the properties.

Having met the requirements to earn its interest in the properties effective February 14, 2011 the Company exercised its option and acquired the properties. The vendor retains a 3% NSR from production from the property and has the right to buy the property back by reimbursing certain of the Company’s expenditures incurred on the property if it is not put into production within 15 years of exercising the option. In addition, the Company will be required to pay a further 0.08% NSR from production pursuant to an agreement with a private entity. The Company is required to make an advance annual royalty payment of US$250,000 up until March 31, 2020 (US$1,500,000 paid to March 31, 2016) and thereafter US$1 million annually for the period March 31, 2021 to March 31, 2025 or until commencement of commercial production, should production commence prior to March 31, 2025, at which time the advance royalty will cease and the NSR will be payable.

Water agreement

In January 2014, the Company’s Chilean subsidiary, Sociedad Contractual Minera Eton Chile (“Eton”), negotiated new water exploration agreement (“Water Agreement”) terms with the Chilean subsidiary of Canadian company Atacama Pacific Gold Corporation (“Atacama Pacific”). The new terms amend the original agreement entered into between the parties in May 2013. The Water Agreement allows Eton to earn an additional 40% interest, for an aggregate 90% interest, in any water rights granted following the discovery of water near Peñas Blancas (Laguna Verde) in the Maricunga region, northern Chile. To earn the additional 40% interest, Eton is required to incur an additional 40% (total of 90%) of all expenditures relating to exploration and potential development on the water tenements. In addition, in the event of approval of water rights by the General Directorate of Water Resources (“DGA”), Eton will assume Atacama Pacific’s obligation to pay Hydro Exploraciones SpA (“Hydro”), an Atacama Pacific affiliate, US$15,000 per litre per second (“l/s”) of DGA approved water rights. Atacama Pacific will remain obligated to pay Hydro US$15,000 per l/s on its 10% interest. Regardless of the total amount of DGA approved water acquired, payments to Hydro are capped at US$1 million. These payments are not applicable to Eton’s original 50% interest in any water rights acquired. In addition, Eton will pay US$5,000 per month to Hydro from the date of any application for water rights for assisting with securing such water rights. The aggregate of the monthly payments are deductible from any amount payable to Hydro for water rights acquired. In Q4 2015, the Company was granted a provisional easement over the area covering the water exploration holes.

Land easement

On June 10, 2013 the Company announced that its application for surface rights at Caspiche had been granted by the Chilean Government. The Company has a lease agreement with the Chilean Government for the surface rights that correspond to its initial mineral rights in the area; the easement extends this area to cover most of its additional tenements as well as areas that may be required for potential development of a mine at Caspiche. In order to maintain these rights, which are valid for 25 years, the Company is required to make total payments of 158,876 Unidades de Fomento (UF)*, an equivalent of approximately US $6.4 million of which US$3.0 million has been paid to March 31, 2016. Seven annual payments of approximately US$490,000 each remain payable.

* Unidad de Fomento (UF). This is a unit of account used in Chile. The exchange rate between the UF and the Chilean peso is constantly adjusted to inflation so that the value of the UF remains constant.

Exeter Resource Corporation

Notes to the Condensed Interim Financial Statements

For the three months ended March 31, 2016 and 2015

(tabular amounts in $000’s)

5.	Mineral Properties - Acquisition and Exploration Costs (Continued)

Exploration Costs

The tables below show the Company’s exploration expenditures for the periods ended March 31, 2016 and 2015.

			2016
(in thousands)	Generative		Chile		Total
Access, advance royalty and easement payments	$	-	$	363	$	363
Consultants and contractors		-		71		71
Engineering and geological *		58		128		186
Environmental		-		44		44
Field camp		-		55		55
IVA tax		-		5		5
Legal and title		-		99		99
Metallurgical		-		8		8
Office operations		-		47		47
Travel		-		71		71
Wages and benefits		27		174		201
Exploration costs	$	85	$	1,065	$	1,150
Cumulative exploration costs	$	515	$	107,125

* Includes share-based compensation as reflected below:

	2016
(in thousands)	Chile
Engineering and geological	$	59
Wages and benefits	$	40
Total	$	99

Exeter Resource Corporation

Notes to the Condensed Interim Financial Statements

For the three months ended March 31, 2016 and 2015

(tabular amounts in $000’s)

5.	Mineral Properties - Acquisition and Exploration Costs (Continued)

Exploration Costs

	2015
(in thousands)	Chile
Access, advance royalty and easement payments	$	327
Consultants and contractors		195
Drilling		428
Engineering and geological *		186
Environmental		40
Field camp		247
IVA tax		309
Legal and title		268
Metallurgical		2
Office operations		45
Travel		85
Wages and benefits		210
Exploration costs	$	2,342
Cumulative exploration costs	$	102,405

* Includes share-based compensation as reflected below:

	2015
(in thousands)	Chile
Engineering and geological	$	22
Total	$	22

6.	Share Capital

The Company is authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares.

7.	Stock Option Plan

The Company has adopted an incentive stock option plan (the “Plan”), the essential elements of which are as follows: On May 31, 2013, shareholders approved an amendment reducing the aggregate number of shares of the Company’s capital stock issuable pursuant to options granted under the Plan, such that options granted under the Plan may not exceed 10% of the issued and outstanding shares of the Company at the time of the option grant. At March 31, 2016, the maximum number of options issuable under the Plan was 8,440,775. Options granted under the Plan may have a maximum term of ten years, but options granted to date have had a life of 5 years.

Unless subsequently amended, the exercise price of options granted under the Plan will not be less than the last closing market price of the Company’s shares immediately preceding the grant date. Options granted under the Plan may be subject to vesting at times as determined by the directors of the Company and the Toronto Stock Exchange. Stock options usually vest in tranches over a period of 1 to 2 years (50 - 100% per year).

Exeter Resource Corporation

Notes to the Condensed Interim Financial Statements

For the three months ended March 31, 2016 and 2015

(tabular amounts in $000’s)

7.	Stock Option Plan (Continued)

A summary of the changes in share options during the year is as follows:

	March 31, 2016				December 31, 2015
	Options		Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Options outstanding, beginning of year		7,445,000	$	0.53		8,253,000		$	1.26
Granted		-		-		7,230,000			0.53
Cancelled		-		-		(7,252,500	)		1.27
Forfeited		-		-		(410,000	)		1.27
Expired		-		-		(375,500	)		1.27
Options outstanding, end of year		7,445,000	$	0.53		7,445,000		$	0.53

During 2015, option holders voluntarily surrendered 7,252,500 options and the Company accounted for these as cancellations whereby the unvested balance of the original fair value was immediately expensed in the amount of $nil. Additionally, the Company re-priced 215,000 options which ranged in price from $0.70 to $1.27 to an exercise price of $0.50 per option, recognizing $38,650 in share-based compensation.

During 2015, the Company granted 7,230,000 options. Of the options granted, 1,500,000 were accounted for as a re-pricing from an exercise price of $1.22 to an exercise price of $0.54 resulting in the Company recognizing $138,809 in share-based compensation. The remaining 5,730,000 options were accounted for as a new grant and the Company recognized share-based compensation expense of $1,053,577. Total share-based compensation for the year ended 2015 was $1,231,036.

There were nil (2015 - nil) options exercised during the period.

The following table summarizes information about the stock options outstanding at March 31, 2016.

Outstanding Options								Exercisable Options
Prices ($)		Number		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Number		Weighted Average Exercise Price
	0.50		2,905,000		4.45	$	0.50		1,577,500	$	0.50
	0.54		1,750,000		4.41		0.54		875,000		0.54
	0.56		2,790,000		4.39		0.56		1,395,000		0.56
			7,445,000		4.42	$	0.53		3,847,500	$	0.53

Exeter Resource Corporation

Notes to the Condensed Interim Financial Statements

For the three months ended March 31, 2016 and 2015

(tabular amounts in $000’s)

7.	Stock Option Plan (Continued)

Share-based Compensation

No options were granted by the Company during the periods ended March 31, 2016 and 2015

Share-based compensation expense of $295,000 (2015 - $36,000) was recognised during the period and was allocated to contributed surplus.

Share-based compensation expense for the three month periods ended March 31 has been allocated as follows:

	2016		2015
Administration salaries and consulting	$	67	$	14
Directors’ fees		115		-
Management fees		14		-
Mineral property exploration expenditures		99		22
Total	$	295	$	36

8.	Related Party Transactions

An amount due from a related party of $31,000 at March 31, 2016 (December 31, 2015 - $18,000) is for the recovery of common expenditures from Rugby Mining Limited (“Rugby”). The amounts due from related parties are non-interest bearing and are due on demand.

Amounts due to related parties of $45,000 at March 31, 2016 (December 31, 2015 - $20,000) is for management, consulting and exploration fees and for expenses incurred while conducting the Company’s business. The amounts due to related parties are non-interest bearing and are due on demand.

During the period ended March 31, 2016 a total of $177,000 (2015 - $228,000) was paid or accrued for related party transactions as described below:

Exploration and consulting fees of $35,000 (2015 - $50,000) were paid or accrued to a corporation of which a Co-Chairman of the Company is a principal. As at March 31, 2016, the Company had amounts owing of $27,000 (December 31, 2015 - $5,000) to this company.

Exploration fees of $67,000 (2015 - $72,000) were paid or accrued to a corporation controlled by the Vice-President, Development and Operations. As at March 31, 2016, the Company had amounts owing of $14,000 (December 31, 2015 - $13,000) to this company.

Management fees of $31,000 (2015 - $44,000) were paid to a corporation controlled by a Co-Chairman of the Company. As at March 31, 2016, the Company had amounts owing of $4,000 (December 31, 2015 - $Nil) to this company.

Management fees of $44,000 (2015 - $62,000) were paid or accrued to a corporation controlled by the Chief Financial Officer of the Company. As at March 31, 2016, the Company had amounts owing of $Nil (December 31, 2015 - $2,000) to this company.

Exeter Resource Corporation

Notes to the Condensed Interim Financial Statements

For the three months ended March 31, 2016 and 2015

(tabular amounts in $000’s)

9.	Executive Compensation

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel of the Company include executive officers and the board of directors.

The following compensation has been provided to key management personnel for the three month periods ended March 31:

(in thousands)	2016		2015
Compensation - cash	$	197	$	282
Share-based payments		181		31
Total	$	378	$	313

10.	Expenses by Nature

General and administration expense for the three month periods ended March 31 is made up of the following:

(in thousands)	2016		2015
Bank charges	$	2	$	2
Office		49		51
Rent		39		44
Telecommunications		5		5
Transfer agent		3		5
Travel and promotion		10		11
Total	$	108	$	118

11.	Contractual Commitments

The Company leases offices in Canada and Chile and has land easement payments and advance royalty obligations related to its properties. Option payments and property expenditure obligations are contingent on exploration results and can be cancelled at any time should exploration results so warrant. Other financial commitments are summarized in the table below:

Payments Due by Year	Total		2016			2017 - 2018		2019 - 2020		2021 - 2025
Advance royalty payments*	$	7,792	$	-	$	649	$	649	$	6,494
Land easement payments**		4,388		637		1,273		1,273		1,205
Office and equipment leases		289		236		53		-		-
Property access agreements		77		77		-		-		-
Total	$	12,546	$	950	$	1,975	$	1,922	$	7,699

* Obligation in US dollars converted to Canadian dollars at the closing rate of the reporting period (1 USD = 1.2987 CAD).

** Obligation in Unidad de Fomento (UF). This value is converted to Canadian dollars at the closing rate of the reporting period (1 UF = 49.66 CAD).

Exeter Resource Corporation

Notes to the Condensed Interim Financial Statements

For the three months ended March 31, 2016 and 2015

(tabular amounts in $000’s)

12.	Segmented Information

The Company’s activities are all in the one reportable operating segment - mineral property acquisition, exploration and development. The following provides required disclosures on a geographic basis:

As at March 31, 2016
	Canada			Chile			Total
Cash and cash equivalents	$	20,597		$	129		$	20,726
Amounts receivable and prepaid expenses		145			26			171
Due from related party		31			-			31
Other financial assets		41			-			41
Property and equipment		5			48			53
		20,819			203			21,022
Current liabilities		(158	)		(118	)		(276	)
	$	20,661		$	85		$	20,746
Three months ended march 31, 2016 Net loss	$	614		$	1,161		$	1,775

As at December 31, 2015
	Canada			Chile			Total
Cash and cash equivalents	$	22,268		$	40		$	22,308
Amounts receivable and prepaid expenses		79			53			132
Due from related party		18			-			18
Other financial assets		26			-			26
Property and equipment		7			52			59
		22,398			145			22,543
Current liabilities		(193	)		(138	)		(331	)
	$	22,205		$	7		$	22,212
Three months ended March 31, 2015 Net loss	$	627		$	2,320		$	2,947

EXHIBIT 99.2

Management’s Discussion and Analysis

For The Three Months Ended

March 31, 2016

Management’s Discussion and Analysis

May 12, 2016

In this document: (i) unless the content otherwise requires, references to “our”, “us”, “its”, “the Company” or “Exeter” mean Exeter Resource Corporation and its subsidiaries; (ii) information is provided as at March 31, 2016, unless otherwise stated; (iii) all references to monetary amounts are to Canadian Dollars, unless otherwise stated; and (iv) “$” refers to Canadian Dollars and “US$” refers to US Dollars.

The following discussion is management’s assessment and analysis of the results and financial condition of Exeter and should be read in conjunction with the accompanying unaudited condensed interim consolidated financial statements and related notes.

Forward Looking Statements

This MD&A contains “forward-looking information” and “forward-looking statements” (together, the “forward-looking statements”) within the meaning of applicable securities laws and the United States Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact are forward looking statements.

These forward-looking statements, principally under the heading “Outlook”, but also elsewhere in this document include estimates, forecasts and statements as to the Company’s belief with respect to, among other things, potential economics and development options for Caspiche as set out in the amended preliminary economic analysis study released December 19, 2014, the timing of its drilling, exploration programs and exploration results, objectives of and the completion of various studies, potential to secure adequate quantities of water and power, permitting, the Company’s ability to mitigate against foreign exchange risk, the ability of the Company to access capital to fund its activities, the ability of the Company to respond to market fluctuations and government regulations and the ability of the Company to demonstrate that a commercially viable mineral deposit exists on its Caspiche project, and the merits of the legal challenge to the easement over surface rights at Caspiche granted by the Chilean government.

These forward-looking statements appear in a number of different places in this document and can be identified by words and phrases such as, but not limited to, “estimates”, “plans”, “is expected”, “objectives” or variations of such words or phrases, or statements that certain activities, events or results “may”, “would” or “could” occur. While the Company has based these forward-looking statements on its expectations about future events as at the date that this document was prepared, the statements are not a guarantee of the Company’s future performance and are subject to risks, uncertainties, assumptions and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change except as required by law. Such factors and assumptions include, amongst others, the effects of general economic condition; changing foreign exchange rates and actions by government authorities; uncertainties associated with negotiations; misjudgements in the course of preparing forward-looking statements; fluctuations in gold, copper, silver and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology; continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs; price and availability of capital equipment; price of various other inputs such as fuel, electricity and reagents; recovery rates, production estimates and estimated economic return; the need for cooperation of government agencies and native groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; risks associated with project development, including risks associated with the failure to satisfy the requirements of the Company’s agreement with Anglo American on its Caspiche project which could result in loss of title; uncertainty as to timely availability of permits and other governmental approvals, uncertainty of the outcome of the legal challenge to the grant by the Chilean government of the easement over surface rights, uncertainty regarding the potential to secure adequate water, and other risks and uncertainties disclosed under “Risks” below and other risks and uncertainties disclosed in the Company’s current Annual Information Form, filed with the Canadian securities regulatory authorities and other information released by it and filed with the appropriate regulatory agencies. Although the Company has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from

those anticipated in such statements. For the reasons set forth above, readers should not place undue reliance on forward-looking statements. All statements are made as of the date of this MD&A and the Company is under no obligation to update or alter any forward-looking statements except as required under applicable securities laws.

Cautionary note to U.S. Investors concerning reserve and resource estimates

This MD&A and other information released by Exeter have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (“CIM Standards”). These definitions differ 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 and the CIM Standards; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any 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 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. 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 MD&A contains 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.

Report on Operations

First Quarter 2016

The Company continued its work on the Caspiche gold-copper project in the Maricunga region of Northern Chile in an effort to advance the project. The primary focus in 2016 is the advancement of programs related to securing water and investigating infrastructure requirements for the Caspiche project as well as the ongoing assessment of lower capital alternatives for the potential development of the project.

Caspiche represents one of the largest mineral discoveries made in Chile in recent years. The unique characteristics of the deposit, with its surface oxide gold zone and higher grade gold-copper core, offer future mining opportunities that range from modest scale oxide heap leach gold production, to larger scale open pit/underground mining of the underlying gold-copper zone.

An amended preliminary economic assessment (“2014 PEA”) for Caspiche released on December 19th, 2014 (with an effective date of April 30, 2014) identified three new potential development options focussed on lower throughputs and the higher grade core of the deposit. All three required lower Capex and would use lower quantities of water to support mining operations compared to previous studies. The 2014 PEA titled “Amended NI 43-101 Technical Report on the Caspiche Project, Atacama Region, Chile” dated December 19th, 2014 prepared by Santiago based engineering consultancies, NCL Ingeniería y Construcción and Alquimia Conceptos S.A. can be found at www.exeterresource.com or on SEDAR.

PROJECTS

CHILE

Caspiche Project

Northern Chile - Maricunga

In 2005, the Company entered into an agreement with Anglo American with respect to seven properties in the Maricunga region of Chile. The terms of the agreement provided for increasing annual drilling and exploration commitments over five years, and the phased reversion of five properties to Anglo American. Exeter satisfied its obligations under the agreement, having spent more than the required minimum of US$2.55 million, including completing more than 15,500 metres (“m”) of required drilling, and exercised its option to acquire a 100% interest in the Caspiche property in February 2011. Anglo American retains a 3% net smelter royalty (“NSR”) from production from the property and has the right to buy the property back by reimbursing certain of the Company’s expenditures incurred on the property if it is not put into production within 15 years from the date the Company exercised its option. In addition, the Company will be required to pay a further 0.08% NSR from production pursuant to an agreement with a private entity.

The Company is required to make an advance annual royalty payment of US$250,000 up until March 31, 2020 (US$1,500,000 paid to March 31, 2016) and thereafter US$1 million annually for the period March 31, 2021 to March 31, 2025 or until commencement of commercial production, should production commence prior to March 31, 2025, at which time the advance royalty will cease and the NSR will be payable.

The Caspiche project is located in a prolific region of gold-porphyry deposits, 15 kilometres (“km”) (10 miles) southeast of Kinross Gold’s Maricunga open pit mine (formerly known as the Refugio mine) and 11 km (7 miles) north of Barrick Gold – Kinross Gold’s Cerro Casale project.

Water agreement

Pacific affiliate, US$15,000 per litre per second (“l/s”) of DGA approved water rights. Atacama Pacific will remain obligated to pay Hydro US$15,000 per l/s on its 10% interest. Regardless of the total amount of DGA approved water acquired, payments to Hydro are capped at US$1 million. These payments are not applicable to Eton’s original 50% interest in any water rights acquired. In addition, Eton will pay US$5,000 per month to Hydro from the date of any application for water rights for assisting with securing such water rights. The aggregate of the monthly payments are deductible from any amount payable to Hydro for water rights acquired.

Land easement

On June 10, 2013 the Company announced that its application for surface rights at Caspiche had been granted by the Chilean Government. The Company has applied to renew a 5 year lease agreement with the Chilean Government for the surface rights that correspond to its initial mineral rights in the area; the easement extends this area to cover most of its additional tenements as well as areas that may be required for potential development of a mine at Caspiche. In order to maintain these rights, which are valid for 25 years, the Company is required to make total payments of 158,876 Unidades de Fomento (UF)*, an equivalent of approximately US$6.4 million of which US$3.0 million has been paid to March 31, 2016. Seven annual payments of approximately US$490,000 each remain payable.

Results from Operations

The Company began 2016 and ended the quarter with 88,407,753 common shares outstanding. During the quarter, no options were exercised.

As at May 12, 2016 the Company had 88,442,753 shares outstanding.

Summary of Financial Results

Selected Information

The Company’s unaudited condensed interim consolidated financial statements for the first quarter ended March 31, 2016 (the “Interim Financial Statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as applicable to interim financial reports including IAS 34 “Interim Financial Reporting”. The following selected information is taken from the Interim Financial Statements.

First Quarter Ended March 31, 2016

The Company ended its first quarter ended March 31, 2016 with $20.7 million in cash and cash equivalents, and incurred approximately $1.2 million in exploration expenditures during the period. Share-based compensation expense of $295,000 was incurred due to recognizing the expense associated with the vesting of certain stock options that were issued in previous years.

First Quarter Ended March 31, 2016 compared to the Fourth Quarter Ended December 31, 2015

At March 31, 2016, the Company had $20.7 million in cash and cash equivalents, $1.6 million less than the $22.3 million that was held at December 31, 2015. The decrease relates to the Company utilizing its cash resources to fund project exploration, mainly water exploration, and administrative requirements.

The Company currently has no revenue generating activities. Interest income of $56,000 was recognized in the first quarter 2016 compared to $62,000 in the fourth quarter 2015. The decrease in 2016 was due to less cash in treasury as it was utilized in funding project exploration and administrative activities.

Loss for the period ended March 31, 2016 was $1.8 million compared to $2.4 million in the fourth quarter of 2015.

Significant variances for expenses:

Mineral property exploration expenditures: $1.2 million ($1.6 million in 2015) – the decrease in exploration costs for Q1 2016 was largely attributable to the annual land easement payment incurred in Q4 2015 of approximately $643,000 offset by the advance royalty payment of approximately $324,000 incurred in Q1 2016.

Stock exchange listing and filing fees: $101,000 ($1,000 in 2015) – the variance is caused by costs incurred in Q1 2016 related to annual fees for listing on the Canadian and American stock markets and year-end filing fees.

First Quarter Ended March 31, 2016 compared to the First Quarter ended March 31, 2015

The loss in the first quarter 2016 of $1.8 million is $1.1 million lower than the loss of $2.9 million incurred in the first quarter 2015. The decrease is mainly due to exploration costs being $1.2 million lower than in the comparative 2015 period.

Significant variances for expenses:

Mineral property exploration expenditures: $1.2 million ($2.3 million in 2015) – the higher Q1-2015 expenditures are mostly attributable to costs related to the water drilling program in Peñas Blancas. Expenditures on field camp, IVA tax, legal work and drilling were cumulatively higher by approximately $1.1 million.

The following is a summary of continuing operations results from the Company’s consolidated financial statements:

Three month period ended March 31, (in thousands)	2016		2015
Interest income	$	56	$	88
Mineral property exploration costs	$	1,150	$	2,342
Share-based compensation 1	$	295	$	36
Loss	$	1,775	$	2,947
Basic and diluted loss per common share	$	0.02	$	0.03

share-based compensation costs have been allocated to administrative salaries and consulting, management fees, directors’ fees and mineral property exploration expenditures.

As at (in thousands)	March 31, 2016			December 31, 2015
Total assets	$	21,022		$	22,543
Total liabilities	$	276		$	331
Share capital	$	246,089		$	246,089
Deficit	$	(271,331	)	$	(269,556	)

The following selected financial information is a summary of the eight most recently completed quarters up to March 31, 2016.

Comparison to Prior Quarterly Periods

	2016	2015				2014
($000’s, except share data)	1st Quarter	4th Quarter	3rd Quarter	2nd Quarter	1st Quarter	4th Quarter	3rd Quarter	2nd Quarter
Total Revenues	-	-	-	-	-	-	-	-

Net loss	1,775	2,373	1,805	1,772	2,947	3,563	1,646	2,538
Basic and diluted loss per common share	$0.02	$0.03	$0.02	$0.02	$0.03	$0.04	$0.02	$0.03

The decrease in the loss in the first quarter 2016 compared to the previous quarter was mainly due to higher exploration expenditures and the annual land easement payment incurred in Q4 2015. The loss in Q4 2015 is higher than the previous quarter mainly due to the annual payment for land easement at Caspiche of approximately $643,000. The increase in the loss of the third quarter in 2015 compared to the previous quarter is mainly due to higher share based compensation recognized in Q3 which is partially offset by lower exploration expenditures incurred in the same period. The decrease in the loss in the second quarter 2015 compared to the previous quarter was mainly due to lower exploration expenditures in Q2 due to the completion of the water exploration program early in Q2 and stock exchange filing fees incurred in the Q1 of approximately $122,000. The decrease in the loss in the first quarter of 2015 compared to the previous quarter was mainly due to higher exploration expenditures, mostly water exploration, and the annual land easement payment incurred in Q4 2014. The increase in the loss in the fourth quarter of 2014 compared to the previous two quarters of that year was related to the water drilling program at Peñas Blancas which was conducted during the Chilean summer with exploration activities curtailed in winter. The higher Q2 costs compared to Q3 in 2014 is the result of lower exploration spend during the South American winter.

Liquidity and Capital Resources

The Company’s cash and cash equivalents at March 31, 2016 totalled $20.7 million compared to $22.3 million at December 31, 2015, a decrease of about $1.6 million. The Company continues to utilize its cash resources to fund project exploration and administrative requirements. Aside from cash and cash equivalents, the Company has no material liquid assets. While the Company has successfully raised funds through past capital financings, there are no guarantees that such sources of funds will be available in the future.

Management continues to evaluate and adjust its planned level of activities to ensure that adequate levels of working capital are maintained. The availability of funding will affect the planned activity levels at the Caspiche project and expenditures will be adjusted to match available funding.

Currently, the Company intends to continue to fund the exploration and development of its properties, with specific focus on Caspiche, and for general working capital purposes.

The Company has no loans or bank debt and there are no restrictions on the use of its cash resources. The Company has not issued any dividends and management does not expect this will change in the near future.

Financial Instruments

The Company’s activities potentially expose it to a variety of financial risks, including credit risk, foreign exchange currency risk, liquidity and interest rate risk.

Credit risk is the risk that one party to a financial instrument, will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, and accounts receivable. The Company deposits the majority of its cash and cash equivalents with high credit quality financial institutions in Canada and holds balances in banks in Chile as required to meet current expenditures. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Company’s maximum exposure to credit risk.

The carrying amount of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities and due to and from related parties approximates fair value due to the short term nature of these financial instruments.

The Company operates in Canada and Chile, and it is therefore exposed to foreign exchange risk arising from transactions denominated in a foreign currency.

The Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are denominated in several currencies (mainly Canadian Dollars, Chilean Pesos, US Dollars and Australian Dollars). Foreign currency balances which are held in the Canadian parent, are subject to fluctuation against the Canadian Dollar. Foreign currency balances which are held in the Chilean subsidiary, are subject to fluctuation against the Chilean Peso.

The Canadian parent company had the following balances in foreign currencies as at March 31, 2016 and December 31, 2015:

2016 (in thousands)
	US Dollars	Australian Dollars
Cash and cash equivalents	156	-
Accounts payable and accrued liabilities	(24)	(41)
Net balance	132	(41)
Equivalent in Canadian Dollars	171	(41)
Rate to convert to $ CDN	1.2987	0.9957

2015 (in thousands)
	US Dollars	Australian Dollars
Cash and cash equivalents	90	-
Accounts payable and accrued liabilities	(27)	(16)
Net balance	63	(16)
Equivalent in Canadian Dollars	87	(16)
Rate to convert to $ CDN	1.3840	1.0083

Based on the above net exposures as at March 31, 2016, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the US dollar and Australian dollar against the Canadian dollar would result in an increase/decrease of $17,100 and $4,100 respectively (2015 - $8,700 and $1,600 respectively) in the Company’s net loss.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s interest rate risk mainly arises from the interest rate impact on cash and cash equivalents. Cash and cash equivalents earn interest based on current market interest rates, which at March 31, 2016 ranged between 1.25% and 1.50%.

Based on the amount of cash and cash equivalents held at March 31, 2016, and assuming that all other variables remain constant, a 0.5% change in the applicable interest rate would result in an increase/decrease of approximately $104,000 in the interest earned by the Company per annum.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. The Company had cash at March 31, 2016 in the amount of approximately $20.7 million in order to meet short-term business requirements. At March 31, 2016, the Company had current liabilities of $276,000 which are due on demand or within 30 days.

Contractual Obligations

The Company leases offices in Canada and Chile and has expenditure, option payment, land easement payments and advance royalty obligations related to its properties. Option payments and property expenditure obligations are contingent on exploration results and can be cancelled at any time should exploration results so warrant. Other financial commitments are summarized in the table below:

Payments Due by Year (in thousands)	Total		2016			2017 - 2018		2019 - 2020		2021 - 2025
Advance royalty payments	$	7,792	$	-	$	649	$	649	$	6,494
Land easement payments		4,388		637		1,273		1,273		1,205
Office and equipment leases		289		236		53		-		-
Property access agreements		77		77		-		-		-
Total	$	12,546	$	950	$	1,975	$	1,922	$	7,699

Related Party Transactions

During the period ended March 31, 2016 a total of $177,000 (2015 - $228,000) was paid or accrued for related party transactions as described below:

$35,000 (2015 - $50,000) were paid or accrued to Rowen Company Limited, a corporation of which Bryce Roxburgh, Co-Chairman of the Company is a principal. These services were incurred in the normal course of operations for exploration and consulting fees. As at March 31, 2016, the Company had amounts owing of $27,000 (December 31, 2015 - $5,000) to this company.

$67,000 (2015 - $72,000) were paid or accrued to Jerry Perkins & Associates Pty. Ltd., a corporation controlled by Jerry Perkins, the Vice-President, Development and Operations of the Company. These services were incurred in the normal course of operations for exploration fees As at March 31, 2016, the Company had amounts owing of $14,000 (December 31, 2015 - $13,000) to this company.

$31,000 (2015 - $44,000) were paid to Canaust Resources, a corporation controlled by Yale Simpson, Co-Chairman of the Company. These services were incurred in the normal course of operations for management fees. As at March 31, 2016, the Company had amounts owing of $4,000 (December 31, 2015 - $Nil) to this company.

Management fees of $44,000 (2015 - $62,000) were paid or accrued to 667060 B.C. Ltd, a corporation controlled by Cecil Bond, the Chief Financial Officer of the Company. These services were incurred in the normal course of operations for management fees. As at March 31, 2016, the Company had amounts owing of $Nil (December 31, 2015 - $2,000) to this company.

All the services and transactions described above were made on terms equivalent to those that prevail with arm’s length transactions.

During the period, the Company shared costs of certain common expenditures including administrative support, office overhead and travel with Rugby.

The Company, along with Rugby, incurs certain expenditures for staff and exploration expenditures on behalf of each other. The net amount provided or incurred by the Company on behalf of Rugby during the period ended March 31, 2016 was $15,000 (2015 - $29,000). As at March 31, 2016, the Company had amounts receivable of $31,000 (December 31, 2015- $18,000) from Rugby. The amounts due from Rugby are non-interest bearing and are due on demand.

Outlook

The Company will continue to optimize Caspiche development options and importantly investigate infrastructure alternatives that could enhance project economics. The intention is to continue the process of de-risking the project such that it stands out, as one of the few projects with the potential to be advanced rapidly.

The 2014 PEA reflects the staged development potential at Caspiche with initial development of an open pit mine focussed on the near-surface, oxide zone followed by further open pit or underground development. The preliminary economics and modest capital requirements, demonstrate that advancing the standalone surface oxide gold zone through to a production decision, is a logical potential development option for Caspiche.

With the staged development potential at Caspiche, the Company continues to focus on identifying, evaluating and securing water sources to support the heap leach oxide gold stage and the follow-on gold – copper sulphide stage of a potential mine development.

Additional steps also include planning for and commencing a detailed scientific and environmental program using experienced consultants. The objective of this next program will be to accurately model the zone, its interactions with adjacent areas, consult on possible uses with other stakeholders and communities as a basis for future development plans.

A secondary focus for Exeter is to actively review corporate opportunities with the possibility of acquiring assets that will provide additional value for shareholders. In particular, the Company is focusing on securing assets/projects in the America’s. The Company remains committed to prudently managing its capital, while seeking to maximize shareholder value.

Proposed Transactions

The Company does not currently have any proposed transactions.

Off-Balance Sheet Arrangements

The Company does not have any material off-balance sheet arrangements.

Management’s Responsibility for the Financial Statements

The Audit Committee is responsible for reviewing the contents of this document along with the Interim Financial Statements to ensure the reliability and timeliness of the Company’s disclosure while providing another level of review for accuracy and oversight. There have been no changes in the Company’s disclosure controls and procedures during the three months ended March 31, 2016.

Internal Control over Financial Reporting

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the accounting principles under which the Company’s financial statements are prepared. An evaluation of the effectiveness of the Company’s internal control over financial reporting was conducted as of December 31, 2015 by the Company’s management, including the Chief Executive Officer and Chief Financial Officer. Based on this evaluation, management has concluded that the Company’s internal controls over financial reporting were effective.

As required under Multilateral Instrument 52-109, management advises that there have been no changes in the Company’s internal control over financial reporting that occurred during the most recent interim period, being the three months ended March 31, 2016, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Risks

Risk factors are more fully described in the Company’s current Annual Information Form dated March 24, 2016, and subsequent filings with the Canadian Securities Administrators and the SEC. You can review and obtain copies of our filings from SEDAR at www.sedar.com or from the SEC’s website at http://www.sec.gov/edgar.shtml

NYSE-MKT Corporate Governance

The Company’s common shares are listed on the NYSE-MKT. Section 110 of the NYSE-MKT Company Guide permits the NYSE MKT to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE-MKT listing criteria, and to grant exemptions from NYSE-MKT listing criteria based on these considerations. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE-MKT standards is set forth on the Company’s website at www.exeterresource.com.

In addition, the Company may from time-to-time seek relief from NYSE-MKT corporate governance requirements on specific transactions under Section 110 of the NYSE-MKT Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by our home country law, in which case, the Company shall make the disclosure of such transactions available on its website at www.exeterresource.com.

Additional Information

Additional information regarding the Company, including its current Annual Information Form is available on SEDAR at www.sedar.com.

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

I, Wendell Zerb, Chief Executive Officer of Exeter Resource Corporation, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Exeter Resource Corporation (the “issuer”) for the interim period ended March 31, 2016.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is COSO.

5.2

N/A.

5.3

N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2016 and ended on March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 12, 2016

“Wendell Zerb”

_______________________

Wendell Zerb

Chief Executive Officer

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

I, Cecil Bond, Chief Financial Officer of Exeter Resource Corporation, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Exeter Resource Corporation (the “issuer”) for the interim period ended March 31, 2016.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is COSO.

5.2

N/A.

5.3

N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2016 and ended on March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 12, 2016

“Cecil Bond”

_______________________

Cecil Bond

Chief Financial Officer

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