UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 40-F
¨
Registration
statement pursuant to Section 12 of the Securities Exchange Act of 1934; or
þ
Annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended: December 31,
2012
Commission file number: No. 0-50832
Vermilion Energy Inc.
(Exact name of registrant as specified in
its charter)
Alberta
(Province or other jurisdiction of incorporation
or organization)
1311
(Primary standard industrial classification
code number)
N/A
(I.R.S. employer identification number)
3500, 520 – 3
rd
Avenue
S.W.
Calgary, Alberta T2P 0R3 Canada
(403) 269-4884
(Address and telephone number of registrant's
principal executive office)
National Corporate Research, Ltd.
225 West 34th Street, Suite 910
New York, New York 10122 U.S.A.
(212) 947-7200
(Name, address and telephone number of agent
for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
N/A
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Name of each exchange on which registered:
N/A
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Securities registered or to be registered
pursuant to Section 12(g) of the Act:
Common Shares
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:
N/A
For annual reports, indicate by check mark
the information filed with this form:
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þ
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Annual Information Form
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þ
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Audited Annual Financial Statements
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Indicate the number of outstanding shares
of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
99,134,907
shares
Indicate by check mark whether the Registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such files).
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B.(3) of Form 40-F, the
Registrant has filed the following documents as part of this Annual Report on Form 40-F, as set forth in the Exhibit Index attached
hereto:
Exhibit 99.1 - Annual Information Form for
the fiscal year ended December 31, 2012
Exhibit 99.2 - Management’s Discussion
and Analysis for the fiscal year ended December 31, 2012; and
Exhibit 99.3 - Audited Annual Financial Statements
for the fiscal year ended December 31, 2012
In accordance with General Instruction D.(9)
of Form 40-F, the Registrant has filed the written consent of certain experts named in the foregoing Exhibits as Exhibits 99.5
and the written consent of its independent auditors as Exhibit 99.4, as set forth in the Exhibit Index attached hereto.
DISCLOSURE CONTROLS AND PROCEDURES
A. Evaluation of Disclosure Controls
and Procedures
Vermilion Energy Inc. (the "Registrant")
maintains disclosure controls and procedures and internal control over financial reporting designed to ensure that information
required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") is recorded, processed, summarized and reported within the time period specified in the rules and forms of the Securities
and Exchange Commission (the "Commission"). Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The Registrant's Chief Executive Officer and Chief Financial Officer, after having evaluated the effectiveness of the Registrant's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered
by this report have concluded that, as of such date, the Registrant's disclosure controls and procedures are effective.
B. Management’s Annual Report on
Internal Controls
.
See page 2 of the 2012 Audited Financial
Statements included as Exhibit 99.3 to this report.
C. Auditor Attestation
See page 3 and 4 of the 2012 Audited Financial
Statements included as Exhibit 99.3 to this report.
D. Changes in Internal Control Over Financial
Reporting
There was no change in the Registrant's
internal control over financial reporting that occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, its internal control over financial reporting.
NOTICES REQUIRED BY RULE 104 OF REGULATION
BTR
None
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant's Board of Directors has
determined that it has at least one audit committee financial expert (as such term is defined in the rules and
regulations
of the Commission) serving on its Audit Committee. W. Kenneth Davidson has been determined to be such audit committee financial
expert and is independent (as such term is defined by the New York Stock Exchange's corporate governance standards).
The Commission has indicated that the designation
of W. Kenneth Davidson
as an audit committee financial expert does not make him an "expert" for any purpose, impose
on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member
of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability
of any other member of the Audit Committee or Board of Directors.
CODE OF ETHICS
The Registrant has adopted a written “code
of ethics” (as that term is defined in Form 40-F) that applies to its directors, officers and employees. A copy of such code
of ethics is available upon request or on the Registrant’s website at www.vermilionenergy.com.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
See page 40 of the Annual Information Form
for the year ended December 31, 2012 included as Exhibit 99.1 to this report.
The audit committee pre-approves all audit
related fees. The auditors present the estimate for the annual audit related services to the Committee for approval prior to undertaking
the annual audit of the financial statements.
All non-audit fees were pre-approved by
the Registrant’s audit committee and none were approved on the basis of the de minimis exemption set forth in Rule 2-01(c)(7)(i)(C)
of Regulation S-X .
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has not entered into any
off balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to investors.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Payments due by period as at December 31,
2012 (Cdn $000’s)
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($M)
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Less than 1 year
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1 - 3 years
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3 - 5 years
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After 5 years
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Total
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Long-term debt
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13,406
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449,034
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226,625
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-
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689,065
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Operating lease obligations
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9,178
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17,941
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14,924
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34,006
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76,049
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Ship or pay agreement relating to the Corrib project
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6,374
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10,377
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8,280
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35,548
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60,579
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Purchase obligations
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18,529
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9,417
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997
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-
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28,943
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Drilling and service agreements
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14,702
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-
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-
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-
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14,702
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Total contractual obligations
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62,189
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486,769
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250,826
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69,554
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869,338
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IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant’s Board of Directors
has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act
which satisfies the requirements of Exchange Act Rule 10A-3. The Registrant’s Audit Committee is comprised of W. Kenneth
Davidson (Chair), Claudio A. Ghersinich, Joseph F. Killi, Larry J. Macdonald and William F. Madison, all of whom, in the opinion
of the Registrant’s Board of Directors are independent (as determined under Rule 10A-3 of the Exchange Act and the corporate
governance standards of the NYSE) and are financially literate.
UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS
A. Undertaking
The Registrant undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the Commission staff and to furnish promptly, when requested
to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation
to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
B. Consent to Service of Process
The Registrant has previously filed with
the Commission a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
Any change to the name or address of the
Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the
file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange
Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report
to be signed on its behalf by the undersigned, thereto duly authorized.
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VERMILION ENERGY INC (the Registrant)
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Date: March 8, 2013
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By:
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(“Curtis Hicks”)
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Curtis W. Hicks
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Executive Vice President and Chief Financial Officer
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