pretium_40fa1-15014.htm

PRETIUM RESOURCES INC.

CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2011

(Expressed in Canadian Dollars)

1600 - 570 Granville Street

Vancouver, BC V6C 3P1

Phone: 604-558-1784

Email: invest@pretivm.com

B-1

Management’s Responsibility for the Financial Statements

The preparation and presentation of the accompanying consolidated financial statements and Management Discussion and Analysis (“MD&A”) are the responsibility of management and have been approved by the Board of Directors.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards. Financial statements, by nature, are not precise since they include certain amounts based upon estimates and judgments. When alternative methods exist, management has chosen those it deems to be the most appropriate in the circumstances.

Management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, have a process in place to evaluate disclosure controls and procedures and internal control over financial reporting as required by Canadian regulations. We, as Chief Executive Officer and Chief Financial Officer, will certify our annual filings with the Canadian Securities Administrators as required in Canada by Multilateral Instrument 52-109.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board carries out this responsibility principally through its Audit Committee which is independent from management.

The Audit Committee is appointed by the Board of Directors and reviews the consolidated financial statements and MD&A; considers the report of the external auditors; assesses the adequacy of our internal controls; examines the fees and expenses for audit services; and recommends to the Board the independent auditors for appointment by the shareholders. The independent auditors have full and free access to the Audit Committee and meet with it to discuss their audit work, our internal control over financial reporting and financial reporting matters. The Audit Committee reports its findings to the Board for consideration when approving the consolidated financial statements for issuance to the shareholders and management’s assessment of the internal control over financial reporting.

“Robert A. Quartermain”		“Peter de Visser”
Robert A. Quartermain Chief Executive Officer		Peter de Visser Chief Financial Officer

March 6, 2012

B-2

Independent Auditor’s Report

To the Shareholders of Pretium Resources Inc.

We have audited the accompanying consolidated financial statements of Pretium Resources Inc., which comprise the consolidated statements of financial position as at December 31, 2011 and December 31, 2010 and the consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the year ended December 31, 2011 and period from the date of incorporation on October 22, 2010 to December 31, 2010, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board , and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards require that we comply with ethical requirements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. We were not engaged to perform an audit of the company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Pretium Resources Inc. as at December 31, 2011 and December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2011 and period from the date of incorporation on October 22, 2010 to December 31, 2010 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board .

signed “PricewaterhouseCoopers LLP”

Chartered Accountants

Vancouver, Canada

March 6, 2012

B-3

PRETIUM RESOURCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

	Notes		December 31, 2011			December 31, 2010

ASSETS

Current assets
Cash and cash equivalents			$	16,447,223		$	48,533,766
Receivables		10		6,790,658			32,166
Deposits and prepaid expenses				373,346			106,405
Due from Silver Standard Resources Inc.		6		501,989			600,000
Total current assets				24,113,216			49,272,337

Non-current assets
Reclamation deposits		4		378,755			-
Property, plant and equipment		8		2,775,871			-
Mineral interests		4		490,762,469			450,000,000
Total non-current assets				493,917,095			450,000,000

Total Assets			$	518,030,311		$	499,272,337

LIABILITIES

Current liabilities
Accounts payable and accrued liabilities			$	5,414,233		$	1,131,915
Convertible promissory note		7		-			39,753,000
Total current liabilities				5,414,233			40,884,915
Non-current liabilities
Asset retirement obligation		9		174,127			-
Property payment		4		400,000			-
Deferred income tax liability		11		1,533,472			-
Total liabilities				7,521,832			40,884,915

EQUITY

Share capital		5		511,262,747			458,738,330
Share based payment reserve		5		30,747,469			13,779,108
Deficit				(31,501,737	)		(14,130,016	)
Total equity				510,508,479			458,387,422

Total Equity and Liabilities			$	518,030,311		$	499,272,337

Commitment		4
Subsequent events		12

These consolidated financial statements are authorized for issue by the Board of Directors on March 6, 2012.

On behalf of the Board:
"Ross A. Mitchell"		"Robert A. Quartermain"
Ross A. Mitchell (Chairman of Audit Committee)		Robert A. Quartermain (Director)

The accompanying notes are an integral part of these consolidated financial statements.

B-4

PRETIUM RESOURCES INC.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

	Notes		2011			2010

EXPENSES

Accretion of asset retirement obligation		9	$	1,193		$	-
Amortization				97,765			-
Consulting				219,237			-
General and administrative				429,059			18,100
Insurance				93,296			1,637
Investor relations				876,926			70,732
Listing fees				186,160			200,000
Professional fees				480,197			-
Salaries				2,791,963			14,852
Share-based compensation		5		12,558,810			13,779,108
Travel and accommodation				122,788			65,000

Loss before other items				(17,857,394	)		(14,149,429	)

OTHER ITEMS

Interest income				400,730			19,413
Other income		6		250,000			-

Loss before taxes				(17,206,664	)		(14,130,016	)
Deferred income tax expense		11		165,057			-

Net loss and comprehensive loss for the period			$	(17,371,721	)	$	(14,130,016	)

Basic and diluted loss per common share			$	(0.20	)	$	(1.25	)
Weighted average number of common shares outstanding				85,746,508		$	11,263,513

The accompanying notes are an integral part of these consolidated financial statements.

B-5

PRETIUM RESOURCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

	Notes		2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period			$	(17,371,721	)	$	(14,130,016	)
Items not affecting cash:
Accretion of asset retirement obligation		9		1,193			-
Amortization				97,765			-
Share-based compensation		5		12,558,810			13,779,108
Deferred income tax expense		11		165,057			-
Changes in non-cash working capital items:
Receivables				(3,378,492	)		(32,166	)
Prepaid expenses				(266,941	)		(106,405	)
Due from Silver Standard Resources Inc.		6		98,011			-
Accounts payable and accrued liabilities				534,680			460,708

Net cash used in operating activities				(7,561,638	)		(28,771	)

CASH FLOWS FROM FINANCING ACTIVITIES Common shares issued		5		15,081,500			265,020,000
Share issuance costs		5		(941,668	)		(2,937,463	)
Underwriters’ exercise of over allotment option		7		18,000,000			-
Settlement of convertible promissory note		7		(18,000,000	)		-
Preferred share issuance				-			1,500,000

Net cash generated by financing activities				14,139,832			263,582,537


CASH FLOWS FROM INVESTING ACTIVITIES
Reclamation bonds		4		(378,755	)		-
Expenditures on mineral interests		4		(35,130,360	)		(215,020,000	)
Purchase of property, plant and equipment		8		(3,155,622	)		-

Net cash used in investing activities				(38,664,737	)		(215,020,000	)


Change in cash and cash equivalents for the period				(32,086,543	)		48,533,766

Cash and cash equivalents, beginning of period				48,533,766			-

Cash and cash equivalents, end of period			$	16,447,223		$	48,533,766

The accompanying notes are an integral part of these consolidated financial statements.

B-6

PRETIUM RESOURCES INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

	Note	Number of common shares		Amount			Share-based payments reserve		Deficit			Total
Initial public offering	5		44,170,000	$	265,020,000		$	-	$	-		$	265,020,000
Share issue costs					(3,008,670	)		-		-			(3,008,670	)
Shares issued under Acquisition Agreement	5		32,537,833		195,227,000			-		-			195,227,000
Conversion of preferred shares to common shares	5		2,136,753		1,500,000			11,320,513		-			12,820,513
Value assigned to options granted	5		-		-			2,458,595		-			2,458,595
Loss for the period			-		-			-		(14,130,016	)		(14,130,016	)
Balance – December 31, 2010			78,844,586	$	458,738,330		$	13,779,108	$	(14,130,016	)	$	458,387,422
Underwriters’ exercise of over allotment option	5		3,000,000		18,000,000			-		-			18,000,000
Shares issued on conversion of promissory note	7		3,625,500		21,753,000			-		-			21,753,000
Value assigned to options granted	5		-		-			16,968,361		-			16,968,361
Shares issued under Flow-through Agreement	5		1,390,000		12,788,000			-		-			12,788,000
Share issue costs	5		-		(941,668	)		-		-			(941,668	)
Deferred income tax on share issuance costs			-		925,085			-		-			925,085
Loss for the year			-		-			-		(17,371,721	)		(17,371,721	)
Balance – December 31, 2011			86,860,086	$	511,262,747		$	30,747,469	$	(31,501,737	)	$	510,508,479

The accompanying notes are an integral part of these consolidated financial statements.

B-7

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

1.	NATURE OF OPERATIONS

Pretium Resources Inc. (the "Company") was incorporated under the laws of the Province of British Columbia, Canada on October 22, 2010. The address of its registered office is 1600 – 570 Granville St., Vancouver, BC, V6C 3P1.

The Company owns the Snowfield and Brucejack Projects (the “Projects”) located in Northwest British Columbia, Canada. The Company is in the process of exploring the Projects and has not yet determined whether they contain economically recoverable mineral reserves. The Company’s continuing operations and the underlying value and recoverability of the amount shown for the mineral interests is entirely dependent upon the existence of economically recoverable mineral reserves and resources, the ability of the Company to obtain the necessary financing to complete the exploration and development of the Projects, obtaining the necessary permits to mine, and on future profitable production or from the proceeds from the disposition of the Projects.

2.	SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Basis of preparation

These consolidated financial statements have been prepared on the historical cost basis. The presentation and functional currency of the Company is the Canadian dollar.

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (note 6).

Inter-company balances and transactions are eliminated on consolidation.

Cash and cash equivalents

Cash and cash equivalents comprise cash holdings in business and savings accounts held at major financial institutions with an original maturity date of three months or less.

Financial instruments

Financial assets

All financial assets are recognized or derecognized on the trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value. Financial assets held are cash and cash equivalents, receivables and due from Silver Standard Resources Inc. (“Silver Standard”). These are receivables that have fixed or determinable payments that are not quoted in an active market and accordingly are classified as loans and receivables. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Interest income is recognized by applying the effective interest rate, except for short-term receivables, when the recognition of interest would be immaterial.

B-8

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Financial liabilities

The Company has the following financial liabilities: accounts payable and accrued liabilities. Such financial liabilities are recognized initially at fair value net of any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are amortized at cost using the effective interest method.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been adversely impacted.

For all financial assets objective evidence of impairment could include:

significant financial difficulty of the issuer or counterparty; or

default of delinquency in interest or principal payments; or

it becoming probable that the borrower will enter bankruptcy or financial re-organization.

Property, plant and equipment

Property, plant and equipment are carried at cost, less accumulated amortization and accumulated impairment losses. Cost comprises the fair value of consideration given to acquire an asset and includes the direct charges associated with bringing the asset to the location and condition necessary for putting it into use along with the future cost of dismantling and removing the asset. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Plant and equipment are amortized over the estimated useful life of the assets using the declining balance method at rates of 5% to 55% per annum, as appropriate. The Company reviews residual value amortization methods and useful lives annually. Any changes in estimates that arise from this review are accounted for prospectively.

Exploration and evaluation expenditures

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired. Exploration and evaluation expenditures are deferred. Mineral property acquisition costs are deferred. Other exploration and evaluation costs incurred before the Company has obtained the legal rights to explore an area are expensed.

Exploration and evaluation assets are assessed for impairment if facts and circumstances suggest that the carrying amount may not be recoverable. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrated, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

B-9

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Impairment of non-financial assets

At the end of each reporting period, and when relevant triggering events and circumstances occur, the carrying amounts of the Company’s non-financial assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and the value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. A cash-generating unit is determined as the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and share options are recognized as a deduction from equity, net of any tax effects.

Income taxes

Any income tax on profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates at the end of the reporting period applicable to the period of expected realization.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Mineral exploration tax credits

Mineral exploration tax credits on eligible mineral exploration expenditures incurred are treated as a reduction of the capitalized exploration costs of the mineral properties. The credits are recorded when the amount is reliably measurable and it is probable the tax credit will be recovered.

B-10

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Restoration, rehabilitation and environmental costs

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the exploration or development of a mineral property interest. Such costs are discounted to their net present value and capitalized to the carrying amount of the related asset along with the recording of a corresponding liability, as soon as the obligation to incur such costs arises. Discount rates using a pre-tax rate that reflect risks specific to the asset are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either the unit-of-production or the straight line method. The corresponding liability is adjusted each period for the unwinding of the discount rate, changes to the current market-based discount rate, and for the amount or timing of the underlying cash flows needed to settle the obligation.

Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares.

Critical accounting estimates and judgments

The preparation of financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of the financial statements:

Impairment

The Company considers both external and internal sources of information in assessing whether there are any indicators that mineral interests are impaired. External sources of information include changes in the market, economic and legal environment in which the Company operates. Internal sources of information include the manner in which mineral interests are being used or are expected to be used. Management has assessed impairment indicators on the Company’s mineral interests and has concluded that no impairment indicator existed as of December 31, 2011.

Share-based payment transactions

The Company assesses the inputs used in calculating the share-based payment transactions included in the loss for the year. Management considers all appropriate facts and circumstances in making its assessments including historical experience and comparisons to peers in the market.

Segment reporting

The Company operates in a single reportable operating segment – the acquisition, exploration and development of mineral interests.

B-11

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Flow-through shares

The issuance of flow-through common shares of the Company results in the tax deductibility of the qualifying resource expenditures funded from the proceeds of the sale of such shares being transferred to the purchasers of the shares. Under IFRS, on issuance of such shares, the Company bifurcates the flow-through shares into: a flow-through share premium, equal to the estimated premium investors pay for the flow-through feature, which is recognized as a liability, and share capital. As the related exploration expenditures are incurred, the Company derecognizes the liability and recognizes a related income tax recovery.

Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period.

Share-based payment transactions

The Company’s share purchase option plan allows employees and consultants to acquire shares of the Company. The fair value of share purchase options granted is recognized as an expense with a corresponding increase in equity settled share-based payments reserve in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

Equity-settled share-based payment transactions with non-employees are measured at the fair value of the goods or services received. However, if the fair value cannot be estimated reliably, the share-based payment transaction is measured at the fair value of the equity instruments granted at the date the non-employee receives the goods or the services.

3.	NEW ACCOUNTING STANDARDS AND RECENT PRONOUNCEMENTS

New standards, amendments and interpretations to existing standards not adopted by the Company

Unless otherwise noted, the following revised standards and amendments are effective for annual periods beginning on or after January 1, 2013 with earlier application permitted. The Company has not yet assessed the impact of these standards and amendments or determined whether it will early adopt them.

IFRS 9, Financial Instruments, addresses classification and measurement of financial assets. It replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments. Such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent they do not clearly represent a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely. This standard is effective January 1, 2015.

IFRS 10, Consolidated Financial Statements, requires an entity to consolidate an investee when it has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces SIC 12, Consolidation – Special Purpose Entities and parts of IAS 27, Consolidated and Separate Financial Statements.

B-12

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

3.	NEW ACCOUNTING STANDARDS AND RECENT PRONOUNCEMENTS (Cont’d)

IFRS 13, Fair Value Measurement, is a comprehensive standard for fair value measurement and disclosure for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and does not always reflect a clear measurement basis or consistent disclosures.

There have been amendments to existing standards, including IAS 27, Separate Financial Statements (IAS 27), and IAS 28, Investments in Associates and Joint Ventures (IAS 28). IAS 27 addresses accounting for subsidiaries, jointly controlled entities and associates in non-consolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 – 13.

IAS 1, Presentation of Financial Statements, has been amended to require entities to separate items presented in OCI into two groups, based on whether or not items may be recycled in the future. Entities that choose to present OCI items before tax will be required to show the amount of tax related to the two groups separately. The amendment is effective for annual periods beginning on or after July 1, 2012 with earlier application permitted.

IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine, sets out the accounting for overburden waste removal (stripping) costs in the production phase of a mine. Stripping activity may create two types of benefit: i) inventory produced and ii) improved access to ore. Stripping costs associated with the former should be accounted for as a current production cost in accordance with IAS 2, Inventories. The latter should be accounted for as an addition to or enhancement of an existing asset.

B-13

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

4.	MINERAL INTERESTS

The Company’s mineral interests consist of gold/copper/silver exploration projects located in northwest British Columbia.

Expenditures on the Company’s mineral interests are summarized as follows:

	December 31,		Additions			December 31,
	2010		2011			2011
BRITISH COLUMBIA, CANADA
Snowfield Project
Acquisition	$	309,064,110	$	-		$	309,064,110
Exploration costs:
Aircraft rentals		-		1,708			1,708
Amortization		-		18,561			18,561
Contract services		-		7,599			7,599
Consulting		-		88,964			88,964
Environmental		-		100,205			100,205
Field costs		-		16,919			16,919
Freight, shipping, courier		-		2,937			2,937
Geology consulting		-		7,800			7,800
Government fees and licenses		-		13,150			13,150
Miscellaneous		-		18,302			18,302
Overhead costs		-		1,661			1,661
Travel and transportation		-		1,096			1,096
		309,064,110		278,902			309,343,012

Brucejack Project
Acquisition		140,935,890		1,952,277			142,888,167
Exploration costs:
Aircraft rentals		-		6,403,356			6,403,356
Amortization		-		280,719			280,719
Assaying		-		2,931,079			2,931,079
Bridge construction		-		205,752			205,752
Camp construction and supplies		-		4,470,891			4,470,891
Consulting		-		1,177,878			1,177,878
Contract services		-		4,344,236			4,344,236
Drilling		-		9,224,634			9,224,634
Engineering		-		465,248			465,248
Environmental		-		1,146,608			1,146,608
Equipment rent and maintenance		-		311,262			311,262
Field costs		-		36,180			36,180
Freight, shipping, courier		-		362,524			362,524
Government fees and licenses		-		95,375			95,375
Geotechnical		-		411,787			411,787
Metallurgical consulting		-		51,936			51,936
Miscellaneous		-		1,085,148			1,085,148
Overhead costs		-		208,837			208,837
Resource estimate		-		54,453			54,453
Road construction		-		1,823,996			1,823,996
Share-based compensation		-		4,409,551			4,409,551
Storage		-		184,441			184,441
Travel and transportation		-		302,623			302,623
Underground work		-		1,008,801			1,008,801
Wages		-		913,975			913,975
		140,935,890		43,863,567			184,799,457

Mineral property costs		450,000,000		44,142,469			494,142,469
BC Mineral Tax Credit receivable		-		(3,380,000	)		(3,380,000	)

Mineral property costs	$	450,000,000	$	40,762,469		$	490,762,469

B-14

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

4.	MINERAL INTERESTS (Cont’d)

Snowfield and Brucejack Projects

The Company owns the Snowfield and Brucejack Projects which were acquired from Silver Standard for $450,000,000, paid by $215,020,000 in cash, the issuance of 32,537,833 common shares of the Company valued at $195,227,000 and a convertible promissory note for $39,753,000, of which $18,000,000 was paid by the Company in cash and the balance of $21,753,000 was converted to 3,625,500 shares of the Company.

During the year ended December 31, 2011, the Company entered into a purchase agreement to acquire certain mineral claims in northwest British Columbia, adjacent to the Company’s claims that include the Brucejack and Snowfield Projects, for $750,000. Upon closing of the acquisition, the Company paid cash of $150,000 and is committed to paying $200,000 on the first anniversary of closing and $400,000 on the second anniversary of closing.

The Company has lodged $378,755 in the form of Guaranteed Investment Certificates as security deposits with various government agencies in relation to close down and restoration provisions for the Projects. See also Note 9.

The Brucejack Project is subject to a 1.2% net smelter returns royalty on production in excess of 503,386 ounces of gold and 17,907,080 ounces of silver.

Reclamation deposits
Balance, December 31, 2010	$	-
Deposits lodged during the year		365,000
Accrued interest		13,755
Balance, December 31, 2011	$	378,755

5.	CAPITAL AND RESERVES

Authorized Share Capital

At December 31, 2011, the authorized share capital consisted of an unlimited number of common shares without par value and an unlimited number of preferred shares with no par value.

On December 21, 2010, the Company completed its Initial Public Offering (“IPO”) of 44,170,000 common shares for gross proceeds of $265,020,000. Concurrently, the Company paid $215,020,000 and issued 32,537,833 shares valued at $195,227,000 and a promissory note convertible into shares of the Company at $6 per common share for $39,753,000 to Silver Standard to acquire the Snowfield and Brucejack projects (note 4).

On July 15, 2011, the Company closed a private placement of 1,390,000 flow-through common shares at a price of $10.85 per flow-through share for aggregate gross proceeds of $15,081,500. The Company bifurcated the gross proceeds between share capital of $12,788,000 (before share issue costs of $933,779) and flow-through share premium of $2,293,500. The Company subsequently recognized an income tax recovery of $2,293,500 upon the flow-through expenditures being incurred.

B-15

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

5.	CAPITAL AND RESERVES (Cont’d)

Share Option Plan

The Company has adopted an incentive stock option plan which provides that the Board of Directors of the Company may from time to time, in their discretion, and in accordance with Toronto Stock Exchange requirements, grant to its directors, officers, employees and consultants of the Company, non-transferable options to purchase common shares, provided that the number of common shares reserved for issue does not exceed 10% of the number of then outstanding common shares. Such options can be exercisable for a maximum of ten years from the date of grant. The exercise price of each share option is set by the Board of Directors at the time of grant but cannot be less than the market price. Vesting of share options is at the discretion of the Board of Directors at the time the options are granted.

Share purchase options for the year ended December 31, 2011 is as follows:

Expiry date	Exercise price ($)		December 31, 2010		Granted		Exercised (Forfeited)			December 31, 2011		Exercisable
December 21, 2015		6.00		2,725,000				-			2,725,000		2,043,750
January 28, 2016		6.10		-		1,575,000		-			1,575,000		787,500
February 10, 2016		8.73		-		100,000		-			100,000		50,000
March 16, 2016		11.01		-		655,000		(10,000	)		645,000		322,500
August 11, 2016		9.55		-		125,000		-			125,000		31,250
November 2, 2016		9.73		-		275,000		-			275,000		68,750
December 15, 2016		11.78		-		1,435,000		-			1,435,000		358,750
				2,725,000		4,165,000		(10,000	)		6,880,000		3,662,500

Weighted average exercise price			$	6.00	$	9.24	$	11.01		$	7.95
Weighted average remaining contractual life (years)											4.28

The total fair value of stock options incurred for the year ended December 31, 2011 is $ 16,968,361 of which $12,558,810 has been expensed in profit or loss and $4,409,551 has been charged to mineral interests.

Share purchase options for the period ended December 31, 2010
Expiry date	Exercise Price ($)		Granted		Exercised (Forfeited)		December 31, 2010		Exercisable
December 21, 2015		6.00		2,725,000		-		2,725,000		-

Weighted average exercise price			$	6.00			$	6.00		-
Weighted average remaining contractual life (years)								5.0		-

B-16

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

5.	CAPITAL AND RESERVES (Cont’d)

The following are the weighted average assumptions employed to estimate the fair value of options granted for the year ended December 31, 2011 and period ended December 31, 2010 using the Black-Scholes option pricing model:

	2011	2010
Risk-free interest rate	1.87%	2.38%
Expected volatility	56.1%	65.7%
Expected life	5 years	5 years
Expected dividend yield	Nil	Nil

Option pricing models require the input of subjective assumptions including the expected price volatility, and expected option life. Changes in these assumptions may have a significant impact on the fair value calculation.

6.	RELATED PARTIES

Transactions with key management personnel

Key management personnel compensation:

	For the year ended December 31, 2011		For the period ended December 31, 2010
Salaries and management fees	$	3,151,650	$	31,846
Share-based compensation		9,975,848		1,714,249
Share-based compensation – Preferred share conversion		-		11,320,513
Total Management Compensation	$	13,127,498	$	13,066,608

Preferred share conversion

As a condition to the closing of the acquisition of the Brucejack and Snowfield projects, the President of the Company capitalized the Company by way of an investment of $1,500,000, in consideration for which one preferred share of the Company was issued to him. The preferred share was converted, at the closing of the IPO, into 2,136,752 common shares, representing 2.5% of the issued and outstanding common shares of the Company at that date. Upon conversion of the preferred share, $11,320,513 of share based compensation was recognized. This compensation is calculated as the difference between the fair value of the common shares converted on the date of the IPO and the consideration received of $1,500,000.

Receivable from Silver Standard Resources Inc.

The Company and Silver Standard Resources Inc. (Silver Standard) have an agreement to share certain share issuance costs related to the Company’s IPO and subsequent sales of the Company’s shares by Silver Standard (the “Secondary Offering”). The Company had recorded a receivable of $600,000 due from Silver Standard at December 31, 2010 with a corresponding offset to share issuance costs.

During the year ended December 31, 2011, the Company paid an additional $608,570 on behalf of Silver Standard for consulting and legal expenses in connection with the Secondary Offering increasing the receivable to $1,208,570. Silver Standard repaid $706,581 of this amount resulting in a balance outstanding of $501,989. The Company also received $250,000 from Silver Standard as a fee for arranging the Secondary Offering.

B-17

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

6.	RELATED PARTIES (Cont’d)

Employment agreements

The Company has entered into employment agreements with each of its President and CEO (the “CEO”), Chief Development Officer and Vice President (the “CDO”) and Chief Exploration Officer and Vice President (the “CExO”). Under the employment agreements, the CEO receives a base salary of $400,000 per year, benefits and an annual performance bonus of 0.25% of the annual increase in the market capitalization of the Company, provided the increase in market capitalization is 10% or more. The CDO and CExO each receive a base salary of $300,000 per year, benefits and an annual bonus determined at the discretion of the Board. The CEO, CDO and CExO are also entitled to twenty-four months’ salary and two years annual performance bonus as a termination benefit without cause.

Subsidiaries

Name of Subsidiary	Place of Incorporation	Proportion of Ownership Interest	Principal Activity
Pretium Exploration Inc.	British Columbia, Canada	100%	Holds interest in the Brucejack and Snowfield projects
0890696 BC Ltd.	British Columbia, Canada	100%	Holds real estate in Stewart, BC

7.	CONVERTIBLE PROMISORY NOTE

As part of the Snowfield and Brucejack acquisition (note 4), the Company had issued to Silver Standard a convertible promissory note in the amount of $39,753,000. During the year ended December 31, 2011, $18,000,000, being the proceeds from the over allotment option on the Company’s Initial Public Offering, was paid to Silver Standard to reduce the note to $21,753,000. The remainder was converted and settled through the issuance of 3,625,500 common shares of the Company.

8.	PROPERTY, PLANT AND EQUIPMENT

	December 31, 2011						December 31, 2010
			Accumulated		Net Book		Net Book
	Cost		Amortization		Value		Value
Building	$	297,297	$	2,973	$	294,324	$	-
Camp trailers		250,000		2,083		247,917		-
Computer hardware		129,829		42,394		87,435		-
Computer software		207,728		115,398		92,330		-
Exploration equipment		2,175,141		204,047		1,971,094		-
Office equipment		95,627		12,856		82,771		-
Total	$	3,155,622	$	379,751	$	2,775,871	$	-

During the year ended December 31, 2011, $ 80,471 of amortization is recognized in net loss and $299,280 is recognized in mineral properties.

B-18

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

9.	ASSET RETIREMENT OBLIGATIONS

The Company’s asset retirement obligations relate to various governmental regulations associated with site restoration and clean-up costs. The Company assesses cost estimates and other assumptions used in the valuation of asset retirement obligations (ARO’s) to reflect events, changes in circumstances and new information available. Changes in these cost estimates and assumptions have a corresponding impact on the fair value of the ARO. See also Note 4.

The following table summarizes the changes in the Company’s ARO’s:

	For the year ended December 31, 2011
ARO – December 31, 2010	$	-
ARO’s arising in the year		172,934
Accretion during the year		1,193
ARO – December 31, 2011	$	174,127

The following are the assumptions used to estimate the provision for asset retirement obligations:

	2011
Total undiscounted value of payments	$	185,350
Discount rate		2.76	%
Expected life	10 years

10.	FINANCIAL RISK MANAGEMENT

(a) Overview

The Company has exposure to credit risk, liquidity risk and market risk from its use of financial instruments.

This note presents information about the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital.

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework.

(b) Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents, other receivables and amounts due from Silver Standard. The Company limits its exposure to credit risk on financial assets through investing its cash and cash equivalents with high-credit quality financial institutions. Other receivables consist primarily of Harmonized Sales Tax (HST) and BC Mineral Exploration Tax Credits receivable from the Government of Canada.

The carrying value of the Company’s cash and cash equivalents, due from Silver Standard and other receivables represent the maximum exposure to credit risk.

B-19

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

10.	FINANCIAL RISK MANAGEMENT (Cont’d)

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company ensures that there is sufficient capital in order to meet short term business requirements, after taking into account cash flows from operations and the Company's holdings of cash and cash equivalents. The Company's cash and cash equivalents are currently invested in business and savings accounts with high-credit quality financial institutions which are available on demand by the Company for its programs.

(d) Interest rate risk

The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents. The Company’s current policy is to invest cash at floating rates of interest and cash reserves are to be maintained in cash and cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when cash and cash equivalents mature impact interest income earned.

If the average interest rate for the year ended December 31, 2011 had increased/decreased by 1%, the effect on the Company would have be immaterial.

(e) Capital management

The Company’s objectives in the managing of the liquidity and capital are to safeguard the Company’s ability to continue as a going concern and provide financial capacity to meet its strategic objectives. The capital structure of the Company consists of equity attributable to common shareholders, comprising of issued share capital, contributed surplus, accumulated comprehensive income and accumulated deficit.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets to facilitate the management of its capital requirements. The Company prepares annual expenditure budgets that are updated as necessary depending upon various factors, including successful capital deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors. As at December 31, 2011, the Company does not have any long-term debt and is not subject to any externally imposed capital requirements. The Company has sufficient funds to meet its current operating and exploration and development obligations.

(f) Fair value

The carrying value of the Company’s financial assets and liabilities approximate their fair value.

B-20

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

11.

TAXATION

(a) Deferred income tax liability

The tax effects of temporary differences between amounts recorded in the Company’s accounts and the corresponding amounts as computed for income tax purposes gives rise to deferred tax assets as follows:

	December 31, 2011			December 31, 2010
Tax loss carry forwards	$	1,654,560		$	-
Financing costs		735,534			-
Other		(39,461	)		-
Mineral interests		(3,884,105	)		-
Deferred income tax liability	$	(1,533,472	)	$	-

As at December 31, 2010, no deferred tax assets were recognized on the following temporary differences as it was not probable that sufficient future taxable profit would be available to realize such assets.

	Year ended December 31, 2011		Period ended October 22, 2010 to December 31, 2010
Tax loss carry forwards	$	-	$	238,161
Financing costs		-		601,734
Unrecognized deferred tax assets	$	-	$	839,895

The Company has tax losses in Canada of approximately $6,618,000 (2010 - $440,000) expiring in various amounts from 2030 to 2031. The Company also has investment tax credits totaling approximately $1,600,000 (2010 - $nil).

(b) Income tax expense

The Company’s tax expense is comprised of the following:

	Year ended December 31, 2011		Period ended October 22, 2010 to December 31, 2010
Current tax expense	$	-	$	-
Deferred tax expense		165,057		-
Deferred income tax expense	$	165,057	$	-

B-21

PRETIUM RESOURCES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended December 31, 2011 and the period from incorporation on October 22, 2010 to December 31, 2010

(Expressed in Canadian Dollars)

11.	TAXATION (Cont’d)

The provision for income taxes differs from the amount calculated using the Canadian federal and provincial statutory income tax rates of 26.5% (2010 – 28.5%) as follows:

	Year ended December 31, 2011			Period ended October 22, 2010 to December 31, 2010
Expected tax recovery	$	(4,559,766	)	$	(4,027,055	)
Share-based compensation and other items		3,261,835			3,927,045
Flow-through shares		3,770,375			-
Other		826,008			117,585
Flow-through share premium		(2,293,500	)		-
Recognition of previously unrecognized tax assets		(839,895	)		(17,575	)
Income tax expense	$	165,057		$	-

12.	SUBSEQUENT EVENTS

(a)

On January 19, 2012, the Company closed a private placement of 1,250,000 flow-through common shares at a price of $18.50 per flow-through share for aggregate gross proceeds of approximately $23 million.

(b)

On February 27, 2012, the Company announced the filing of a preliminary short form base shelf prospectus that when made final, will allow for an offering of up to an aggregate principal amount of $180 million of securities, which includes up to $36 million in common shares owned by Silver Standard that may be offered by way of a secondary offering under the prospectus.

B-22


1040		None
(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)


Title of each class		Name of each exchange on which registered
Common Shares		New York Stock Exchange


Date: March 14 , 2012	Pretium Resources Inc.
	By:	/s/ Robert A. Quartermain
		Name: Robert A. Quartermain
		Title: President, Chief Executive Officer & Director

Exhibit		Description

99.1 **		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accountant

99.2 *		Consents of Hassan Ghaffari, P.Eng., Jianhui (John) Huang, P.Eng., and Sabry Abdel Hafez, Ph.D., P.Eng., of Wardrop, a Tetra Tech Company and Wardrop, a Tetra Tech Company

99.3 *		Consents of Pierre Pelletier, P.Eng., of Rescan Environmental Services Ltd. and Rescan Environmental Services Ltd.

99.4 *		Consents of Tracy Armstrong, P.Geo., and Fred H. Brown, Pr.Sc.Nat., of P&E Mining Consultants Inc. and P&E Mining Consultants Inc.

99.5 *		Consents of Caroline J. Vallat, P.Geo., of GeoSpark Consulting Inc. and GeoSpark Consulting Inc.

99.6 *		Consents of H. Warren Newcomen, P.Eng., Hamish Weatherly, P.Geo., and Lori-Ann Wilchek, P.Eng., of BGC Engineering Inc. and BGC Engineering Inc.

99.7 *		Consents of Peter Mokos, MAusIMM (CP), of AMC Mining Consultants (Canada) Ltd. and AMC Mining Consultants (Canada) Ltd.

99.8 *		Consent of Ian I Chang M.A.Sc., P.Eng.

99.9 *		Consent of Kenneth C. McNaughton, M.A.Sc., P.Eng.

99.10 **		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.11 **		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.12 **		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.13 **		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

	(c)		Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and


o		REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934.


þ		ANNUAL REPORT PURSUANT TO SECTION 13(a) OF THE SECURITIES EXCHANGE ACT OF 1934


1.		I have reviewed this annual report on Form 40-F of Pretium Resources Inc.;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.		The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

		/s/ Peter de Visser
		Name: Peter de Visser
		Title: Chief Financial Officer


1.		The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


1.		The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.