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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 40-F

[  ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]  ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the year ended: December 31, 2013

Commission file number: 001-35329

TIMMINS GOLD CORP.(Exact Name of Registrant as Specified in its charter)

|British Columbia, Canada                            | 1040                         | N/A                                 
|--------------------------------------------------- | ---------------------------- | ------------------------------------
|(Province or other jurisdiction of incorporation or | (Primary Standard Industrial | (I.R.S. Employer Identification No.)
|organization)                                       | Classification Code)         |                                     

570 Granville Street, Suite 1900Vancouver,
British ColumbiaV6C 3P1(604) 682-4002(Address and telephone number of Registrants principal executive
offices)

CT Corporation System111 Eighth Avenue, 13th
FloorNew York, New York 10011(212)
894-8700(Name, address (including zip code) and telephone
number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section
12(b) of the Act:

|Title of each class:        | Name of each exchange on which registered:
|--------------------------- | ------------------------------------------
|Common Shares, no par value | NYSE MKT LLC                              

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

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

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

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

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:

144,159,045 Common 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.

[X]
Yes                                
[   ] No

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).

[  
]Yes                               
[  ]  No

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FORWARD-LOOKING INFORMATION

Certain statements and information contained in this annual
report on Form 40-F (the Form 40-F) and the documents incorporated by
reference in this Form 40-F constitute "forward-looking statements" within the
meaning of applicable U.S. securities laws and forward-looking information
within the meaning of applicable Canadian securities laws, which we refer to
collectively as "forward-looking statements". Forward-looking statements are
statements and information regarding possible events, conditions or results of
operations that are based upon assumptions about future economic conditions and
courses of action. All statements and information other than statements of
historical fact may be forward-looking statements. In some cases,
forward-looking statements can be identified by the use of words such as seek,
expect, anticipate, budget, plan, estimate, continue, forecast,
intend, believe, predict, potential, target, may, could, would,
might, will and similar words or phrases (including negative variations)
suggesting future outcomes or statements regarding an outlook. Forward-looking
statements in this Form 40-F and the documents incorporated herein by reference
include, but are not limited to statements and information regarding: the
Company's future mining activities, including mining capacity, recoveries, cash
costs, production and mine life; the Company's reserves and resources estimates;
the Companys exploration and development plans, including anticipated costs and
timing thereof; the Companys plans for growth through exploration activities,
acquisitions or otherwise; and expectations regarding future maintenance and
capital expenditures, working capital requirements, the availability of
financing and future effective tax rates.

Such forward-looking statements are based on a number of
material factors and assumptions, including, but not limited to: that contracted
parties provide goods and/or services in a timely manner, that no unusual
geological or technical problems occur; that plant and equipment function as
anticipated and that there is no material adverse change in the price of gold,
costs associated with production or recoveries.

Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements, or industry results, to differ materially from those anticipated
in such forward-looking statements. The Company believes the expectations
reflected in such forward-looking statements are reasonable, but no assurance
can be given that these expectations will prove to be correct and you are
cautioned not to place undue reliance on forward-looking statements contained
herein. Some of the risks and other factors which could cause actual results to
differ materially from those expressed in the forward-looking statements
contained in this Form 40-F and the documents incorporated herein by reference
include, but  are not limited to: risks and uncertainties relating to the
interpretation of drill results, the geology, grade and continuity of mineral
deposits and conclusions of economic evaluations; results of initial
feasibility, pre-feasibility and feasibility studies, and the possibility that
future exploration, development or mining results will not be consistent with
the Companys expectations; risks relating to possible variations in reserves,
resources, grade, planned mining dilution and ore loss, or recovery rates and
changes in project parameters as plans continue to be refined; mining and
development risks, including risks related to accidents, equipment breakdowns, labour disputes (including work stoppages and strikes) or other unanticipated
difficulties with or interruptions in exploration and development; the potential
for delays in exploration or development activities or the completion of
feasibility studies; risks related to the inherent uncertainty of production and
cost estimates and the potential for unexpected costs and expenses; risks
related to commodity price and foreign exchange rate fluctuations; the
uncertainty of profitability based upon the cyclical nature of the industry in
which the Company operates; risks related to failure to obtain adequate
financing on a timely basis and on acceptable terms or delays in obtaining
governmental approvals or in the completion of development or construction
activities; risks related to environmental regulation and liability; political
and regulatory risks associated with mining and exploration; risks related to
the uncertain global economic environment; and other factors contained in the
section entitled Risk Factors in our Annual Information Form included as
Exhibit 99.1 hereto (the Annual Information Form).

Although the Company has attempted to identify important
factors that could cause actual results or events to differ materially from
those described in the forward-looking statements, you are cautioned that this
list is not exhaustive and there may be other factors that the Company has not
identified. Furthermore, the Company undertakes no obligation to update or
revise any forward-looking statements included in, or incorporated by reference
in, this Form 40-F if these beliefs, estimates and opinions or other
circumstances should change, except as otherwise required by applicable law.

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CAUTIONARY NOTE REGARDING MINERAL RESERVE AND RESOURCE
ESTIMATES

The Company is subject to the reporting requirements of the
applicable Canadian securities laws, and as a result we report our mineral
reserves and resources according to Canadian standards. Canadian reporting
requirements for disclosure of mineral properties are governed by National
Instrument 43-101 Standards of Disclosure for Mineral Projects (NI
43-101). The definitions of NI 43-101 are adopted from those given by the
Canadian Institute of Mining, Metallurgy and Petroleum. U.S. reporting
requirements are governed by Industry Guide 7 (Guide 7) of the Securities and
Exchange Commission (the Commission). These reporting standards have similar
goals in terms of conveying an appropriate level of confidence in the
disclosures being reported, but embody different approaches and definitions. For
example, under Industry Guide 7, mineralization may not be classified as a
reserve unless the determination has been made that the mineralization could
be economically and legally produced or extracted at the time the reserve
determination is made. In particular, we report resources in accordance with
NI 43-101. While the terms Mineral Resource, Measured Mineral Resource,
Indicated Mineral Resource and Inferred Mineral Resource are recognized and
required by Canadian regulations, they are not defined terms under standards of
the Commission and generally, U.S. companies are not permitted to report
resources in documents filed with the Commission. As such, certain information
contained in this Form 40-F concerning descriptions of mineralization and
resources under Canadian standards is not comparable to similar information made
public by U.S. companies subject to the reporting and disclosure requirements of
the Commission. In addition, an Inferred Mineral Resource has a great amount of
uncertainty as to its existence and as to its economic and legal feasibility,
and you cannot assume 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 other
economic studies. You are cautioned not to assume that all or any part of
Measured or Indicated Resources will ever be converted into Mineral Reserves,
and not to assume that all or any part of an Inferred Mineral Resource exists,
or is economically or legally mineable. In addition, the definitions of Proven
Mineral Reserves and Probable Mineral Reserves under CIM standards differ in
certain respects from the standards of the Commission.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and procedures
designed to ensure that (i) information required to be disclosed by the Company
in reports that it files or submits to the Commission under the Exchange Act of
1934, as amended (the Exchange Act), is recorded, processed, summarized and
reported within the time periods specified in the Commissions rules and forms
and (ii) information required to be disclosed in the Companys reports filed
under the Exchange Act is accumulated and communicated to the Companys
management, including its Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), as appropriate, to allow for timely decisions regarding
required disclosure.

At the end of the period covered by this report, an evaluation
was carried out under the supervision of and with the participation of the
Companys management, including the CEO and CFO, of the effectiveness of the
design and operations of the Companys disclosure controls and procedures. The
evaluation included documentation review, enquiries and other procedures
considered by management to be appropriate in the circumstances. Based on that
evaluation, the Companys CEO and CFO have concluded that, as of the end of the
period covered by this report, the Companys disclosure controls and procedures
were effective.

The Companys management, including the CEO and CFO, does not
expect that its disclosure controls and procedures or internal controls and
procedures will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherentlimitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions; over time, control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

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INTERNAL CONTROL OVER FINANCIAL REPORTING

Managements annual report on internal control over
financial reporting.The Companys management is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The
Companys internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of the Companys
financial reporting and the preparation of financial statements for external
purposes in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board.

Management assessed the effectiveness of the Companys internal
control over financial reporting as of December 31, 2013 based on the criteria
set forth in Internal Control  Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (1992). Based on this
evaluation, management has concluded that the Companys internal control over
financial reporting was effective as of December 31, 2013.

Attestation report of the registered public accounting firm.Pursuant to section 404(b) of the Sarbanes-Oxley Act of 2002, as amended by
section 103 of the Jumpstart Our Business Startups Act,the Company is
not required to include an auditor attestation report in this annual report on
Form 40-F.

Changes in internal control over financial reporting.During the period covered by this annual report on Form 40-F, no change
occurred in the Companys internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

The Company was not required by Rule 104 of Regulation BTR to
send any notices to any of its directors or executive officers during the year
ended December 31, 2013.

AUDIT COMMITTEE FINANCIAL EXPERT

The Companys board of directors (the Board) has determined
that it has at least one audit committee financial expert serving on its audit
committee. The Board has determined that Paula Rogers is an audit committee
financial expert (as such term is defined in paragraph 8(b) of General
Instruction B to Form 40-F) and is independent, as that term is defined by the
Exchange Act and the NYSE MKTs corporate governance standards applicable to the
Company.

The Commission has indicated that the designation of a person
as an audit committee financial expert does not make such person an expert for
any purpose, including without limitations for purpose of Section 11 of the
Securities Act of 1933, does not impose on such person any duties, obligations
or liability that are greater than those imposed on such person as a member of
the audit committee and the Board in the absence of such designation and does
not affect the duties, obligations or liability of any other member of the audit
committee or Board.

CODE OF ETHICS

The Board has adopted a written code of ethics entitled, Code
of Business Conduct (the Code), by which it and all officers and employees of
the Company, including the Companys principal executive officer, principal
financial officer, principal accounting officer or controller, abide. There were
no amendments, or waivers granted in respect of, the Code during the year ended
December 31, 2013. The Code is posted on the Companys website at
www.timminsgold.com. A copy of the Code may also be obtained by
contacting the Corporate Secretary of the Company at the address or telephone
number indicated on the cover page of this annual report on Form 40-F.

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If there is an amendment to the Code, or if a waiver of the
Code is granted to any of Companys principal executive officer, principal
financial officer, principal accounting officer or controller, the Company
intends to disclose any such amendment or waiver by posting such information on
the Companys website. Unless and to the extent specifically referred to herein,
the information on the Companys website shall not be deemed to be incorporated
by reference in this annual report on Form 40-F.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Deloitte LLP, chartered accountants, acted as the Companys
independent auditor for the year ended December 31, 2013. See page  63 of the
Annual Information Form for the total amount billed to the Company by Deloitte LLP for services performed in the last two fiscal periods by category of service
(for audit fees, audit-related fees, tax fees and all other fees) in Canadian
dollars.

See page  62 of the Annual Information Form for a description
of the audit committees pre-approval policies and procedures. No audit-related
fees, tax fees or other non-audit fees were approved by the audit committee
pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have 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
is material to investors.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

See Section Liquidity on page 15 of Exhibit 99.2,
Managements Discussion and Analysis.

IDENTIFICATION OF THE AUDIT COMMITTEE

See page  61 of the Annual Information Form.

CORPORATE GOVERNANCE PRACTICES

There are certain differences between the corporate governance
practices applicable to the Company and those applicable to U.S. companies under
NYSE MKT listing standards. A summary of the significant differences can be
found on the Companys website at www.timminsgold.com.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A. Undertaking.The Company 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 in relation to
which the obligation to file this annual report on Form 40-F arises or
transactions in said securities.

B. Consent to Service of Process.The Company has filed
an Appointment of Agent for Service of Process and Undertaking on Form F-X with
respect to the class of securities in relation to which the obligation to file
this Form 40-F arises.

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SIGNATURE

Pursuant to the requirements of the Exchange Act, the Company
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.

TIMMINS GOLD CORP.

By:
/s/ Bruce Bragagnolo       Name:
Bruce Bragagnolo        Title: Chief Executive
Officer

Dated: March 31, 2014

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EXHIBIT INDEX

99.1
    Annual Information Form for the year ended December 31,
      201399.2
    Managements Discussion and Analysis for the year ended
      December 31, 201399.3
    Audited annual financial statements for the year ended
      December 31, 201399.4
    Certificate of Bruce Bragagnolo required by Rule
      13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200299.5
    Certificate of Darren Prins required by Rule 13a-14(a) or
      Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of
      200299.6
    Certificate of Bruce Bragagnolo pursuant to 18 U.S.C.
      Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 200299.7
    Certificate of Darren Prins pursuant to 18 U.S.C. Section
      1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of
      200299.8
    Consent of Deloitte LLP, Chartered Accountants99.9
    Consent of Alan J. San Martin99.10
    Consent of Mani M. Verma99.11
    Consent of Richard M. Gowans99.12
    Consent of William J. Lewis99.13
    Consent of Lawrence A. Dick


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