UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










FORM 40-F

(Check One)

| |  ̈ | 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
fiscal year ended December 31, 2012



Commission file number 001-31593










BRIGUS GOLD CORP.

(Exact Name of Registrant as Specified in
its Charter)



|Canada                                                            |  | 1040                                              |  | Not Applicable                      
|----------------------------------------------------------------- |  | ------------------------------------------------- |  | ------------------------------------
|(Province or other jurisdiction of
incorporation or organization) |  | (Primary Standard Industrial Classification Code) |  | (I.R.S. Employer
Identification No.)



Purdy’s Wharf Tower II

Suite 2001, 20th Floor

1969 Upper Water Street

Halifax, Nova Scotia

B3J 3R7, Canada

(902) 422-1421



|(Address and Telephone Number of Registrant’s Principal Executive Offices)                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------
|The Corporation Trust Company
        Corporation Trust Center
        1209 Orange Street
        Wilmington, Delaware 19801
        (302) 658-7581
|(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)                          



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



|Title
        of each class |  | Name
        of each exchange on which registered
|--------------------------- |  | -------------------------------------------------
|Common Stock, no par value  |  | NYSE  MKT Equities Exchange                      
|                            |  | Toronto Stock Exchange                           



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



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



|For annual reports, indicate by check mark the information filed with this Form:                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                               
|Indicate the number of outstanding shares of each of the issuer’s classes of capital or commonstock as of the close of the period covered by the annual report:
|231,359,942                                                                                                                                                    



|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.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | xYes |  ̈No
| | ---- | ---


















EXPLANATORY NOTE



Brigus Gold Corp. (the “Company” or “Brigus”)
is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company
is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company
are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.



FORWARD-LOOKING STATEMENTS



This annual report on Form 40-F and the exhibits attached hereto
contain forward-looking information”, as such term is defined in applicable Canadian securities legislation, and “forward-looking
statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements
and information are necessarily based on a number of estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies. All statements other than statements which are reporting results as well
as statements of historical fact set forth or incorporated herein by reference, are forward-looking statements and information
that may involve a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s
ability to control or predict. Forward-looking statements and information can be identified by the use of words such as “may,”
“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “intends,” “continue,” or the negative of such terms, or other comparable terminology.
These statements include, but are not limited to comments regarding:



| | · | plans for the development of and production at the Black Fox Mine including, without
                                                                                                               limitation, the timing of the development of, and future production quantities from, the underground and open pit mines;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | estimates from the Black Fox technical report dated January 6, 2011,  including mine life, processing rate,
recovery rate, average annual production, cash operating costs, capital costs, net present value and discounted cash flow value
of Black Fox;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | timing and costs associated with the completion of capital projects;
| | - | --------------------------------------------------------------------

| | · | repayments of indebtedness and the Company’s ability to meet its obligations in
                                                                                                               connection with the Senior Secured Notes maturing October 31, 2015 and the 6.5% senior unsecured Convertible Debentures due
                                                                                                               March                                                                                                                31,
                                                                                                               2016
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the Company’s exploration and development plans for the Company’s Grey Fox, Pike
                                                                                                               River, Stock Mine, and Goldfields projects;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the sale of the Huizopa, Ixhuatán and Dominican Republic projects;
| | - | ------------------------------------------------------------------

| | · | liquidity to support operations and debt repayment;
| | - | ---------------------------------------------------

| | · | completion of a Canadian National Instrument 43-101 report for any of the Company’s exploration
properties;
| | - | -----------------------------------------------------------------------------------------------------------

| | · | the establishment and estimates of additional mineral reserves and resources;
| | - | -----------------------------------------------------------------------------

| | · | future production, mineral recovery rates and costs, strip ratios and mill throughput rates;
| | - | --------------------------------------------------------------------------------------------

| | · | projected total production costs, cash operating costs and total cash costs;
| | - | ----------------------------------------------------------------------------



| | · | grade
of ore mined and milled from Black Fox and cash flows derived therefrom;
| | - | ------------------------------------------------------------------------------



| | · | future
processing capacity of the Black Fox Mine;
| | - | -------------------------------------------------



| | · | anticipated expenditures for development, exploration, and corporate overhead, including expenditures
for surface drilling at Black Fox and Goldfields;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | timing and issuance of permits;
| | - | -------------------------------

| | · | estimates of closure costs and reclamation liabilities;
| | - | -------------------------------------------------------

| | · | the Company’s ability to obtain financing to fund future expenditure and capital requirements;
and
| | - | --------------------------------------------------------------------------------------------------

| | · | the impact of adoption of new accounting standards.
| | - | ---------------------------------------------------



2







Although the Company believes that the plans, intentions and
expectations reflected in these forward-looking statements are reasonable, the Company cannot be certain that these plans, intentions
or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements and information contained in this report. Disclosure of important factors
that could cause actual results to differ materially from the Company’s plans, intentions or expectations are included under
the heading “Risk Factors” in the Annual Information Form for the fiscal year ended December 31, 2012 (“AIF”)
and the management’s discussion and analysis of results of operations and financial condition for the year ended December
31, 2012 (“MD&A”), each of which is included as an exhibit to this report.



Forward-looking statements inherently involve risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements and information. Factors that could cause
or contribute to such differences include, but are not limited to: unexpected changes in business and economic conditions, including
the global financial and capital markets; significant increases or decreases in gold prices; changes in interest and currency exchange
rates; timing and amount of production; unanticipated changes in grade of ore; unanticipated recovery or production problems; changes
in operating costs; operational problems at the Company’s mining properties; metallurgy, processing, access, availability
of materials, equipment, supplies and water; determination of reserves; costs and timing of development of new reserves; results
of current and future exploration and development activities; results of future feasibility studies; joint venture relationships;
political or economic instability, either globally or in the countries in which the Company operates; local and community impacts
and issues; timing of receipt of government approvals; accidents and labour disputes; environmental costs and risks; competitive
factors, including competition for property acquisitions; availability of external financing at reasonable rates or at all; and
the factors discussed in this report under the heading “Risk Factors” in the AIF and MD&A and other risks and uncertainties
set forth the Company’s periodic report filings with Canadian securities authorities and the U.S. Securities and Exchange
Commission (the “SEC”).



Many of these factors are beyond the Company’s ability
to control or predict. These factors are not intended to represent a complete list of the general or specific factors that may
affect the Company. The Company may note additional factors elsewhere in this report and the exhibits hereto. All forward-looking
statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to the Company,
or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary statements. Except
as required by law, the Company undertakes no obligation to update any forward-looking statement or information.



reporting
requirements for disclosure of mineral properties



Certain information in this Annual Report on Form 40-F and the
exhibits hereto concerning our properties and operations has been prepared in accordance with Canadian standards under applicable
Canadian securities laws, which differ from the requirements of U.S. securities laws. The terms “Mineral Resource”,“Measured Mineral Resource”,“Indicated Mineral Resource”and “Inferred
Mineral Resource”used in the AIF and MD&A which are included as exhibits to this report are Canadian mining
terms as defined in accordance with NI 43-101 under guidelines set out in the Definition Standards for Mineral Resources and Mineral
Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council on December 11, 2005 (“CIM Standards”).



While the terms “Mineral Resource”,“Measured
Mineral Resource”,“Indicated Mineral Resource”and “Inferred Mineral Resource”are recognized and required by Canadian securities regulations, they are not recognized by the SEC. Pursuant to United States
standards as promulgated by the SEC 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. “Inferred Mineral Resource”has a great amount of uncertainty as to its
existence, as to whether it can be mined and as to its economic and legal feasibility, except in rare cases. It cannot be assumed
that all or any part of an “Inferred Mineral Resource”will ever be upgraded to a higher category. Under
Canadian securities regulations, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic
studies, except in rare cases. Readers are cautioned not to assume that all or any part of a “Measured Mineral Resource”
or “Indicated Mineral Resource” will ever be converted into Mineral Reserves. Readers are also cautioned not
to assume that all or any part of an“Inferred Mineral Resource”exists, or is economically
or legally mineable.In addition, disclosure of “contained ounces” is permitted disclosure under Canadian regulations;
however, the SEC only permits registrants to report SEC compliant reserves in ounces, and requires reporting of mineralization
that does not qualify as reserves as in place tonnage and grade without reference to unit measures. As such, certain information
contained in this report concerning descriptions of mineralization and resources under Canadian standards may not be comparable
to similar information made public by United States companies subject to reporting and disclosure requirements of the SEC.



3







In addition, disclosure of “contained ounces” is
permitted disclosure under Canadian regulations; however, the SEC only permits registrants to report SEC compliant reserves in
ounces and requires reporting of mineralization that does not qualify as reserves as in place tonnage and grade without reference
to unit measures. As such, certain information contained in this annual report concerning descriptions of mineralization and resources
under Canadian standards may not be comparable to similar information made public by United States companies subject to reporting
and disclosure requirements of the SEC.



NYSE MKT  EQUITIES EXCHANGE
CORPORATE GOVERNANCE REQUIREMENTS



The Company’s common shares are listed on the NYSE
MKT Equities Exchange (“NYSE MKT”). Section 110 of the NYSE MKT company guide permits it to consider the laws,
customs and practices of foreign issuers in relaxing certain of its listing criteria, and to grant exemptions from NYSE
MKT listing criteria based on these considerations. Any listed company seeking relief under these provisions is required to
provide written certification from independent local counsel that the non-complying practice is not prohibited by home
country law. A description of the significant ways in which the Company’s governance practices differ from those
followed by domestic companies pursuant to NYSE  MKT standards is as follows:



Shareholder Vote Requirement: One
significant manner in which our governance practices differ from those followed by U.S. domestic companies pursuant to NYSE
MKT standards concerns shareholder approval requirements. Section 713 of the NYSE  MKT company guide requires a listed
company to obtain the approval of its shareholders for certain types of securities issuances, including private placements
that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of the
presently outstanding shares for less than the greater of book or market value of the shares. In general, there is no such
requirement under the rules of the Canadian Business Corporation Act or under the rules of the Toronto Stock Exchange unless
the transaction results in the issuance of common shares (or securities convertible or exercisable into common shares) equal
to 25% or more of the currently issued and outstanding shares of the listed company or a change of control. Furthermore,
under certain circumstances, the Toronto Stock Exchange may, pursuant to Section 604(e) of the Toronto Stock Exchange
company guide, grant waivers to its shareholder approval requirements where the listed company would suffer financial
hardship in complying with such requirements. The conditions under which the Toronto Stock Exchange grants such waivers from
its shareholder approval requirements may depart from similar NYSE  MKT waivers or exemptions, if any. The Company will seek
a waiver from the NYSE MKT’s shareholder approval requirements in circumstances where the securities issuance does
not trigger such a requirement under the rules of the Canadian Business Corporation Act or under the rules of the Toronto
Stock Exchange.



Proxy Delivery Requirement: The NYSE  MKT requires
the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies
shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private
issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt
from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14 (f) of the Exchange Act. The Company solicits proxies
in accordance with applicable rules and regulations in Canada.



The foregoing is consistent with the laws, customs and practices
in Canada.



4







TAX MATTERS



Purchasing, holding, or disposing of securities of the Company
may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report on Form 40-F.



CURRENCY, EXCHANGE RATE AND OTHER INFORMATION



Unless otherwise
indicated, all dollar amounts in this Annual Report on Form 40-F are in United States dollars. The noon rate of exchange on March
22, 2013 as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars was Cdn$1.00 equals
$0.9780and the conversion of United States dollars was $1.00 equals Cdn$1.0225.



ANNUAL INFORMATION FORM



The Company’s AIF is filed as Exhibit 99.1
and incorporated by reference in this Annual Report on Form 40-F.



AUDITED ANNUAL FINANCIAL STATEMENTS
AND

MANAGEMENT’S DISCUSSION AND ANALYSIS



Management’s Discussion and Analysis



The Company’s MD&A is filed as
Exhibit 99.2 and incorporated by reference in this Annual Report on Form 40-F.



Audited Annual Financial Statements



The Audited Financial Statements, including
the reports of the Independent Registered Chartered Accountants with respect thereto, are filed as Exhibit 99.3 and incorporated
by reference in this Annual Report on Form 40-F.



DISCLOSURE CONTROLS AND PROCEDURES



The Company conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, or Exchange Act) as of December 31, 2012. This evaluation was conducted under the supervision
and with the participation of management, including the Company’s principal executive officer and principal financial officer.
Based upon this evaluation, the Company’s principal executive officer and principal financial officer have concluded that,
as of December 31, 2012, the Company’s disclosure controls and procedures were effective to provide reasonable assurance
that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the rules and forms of the SEC. The Company also concluded that its
disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the
reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including
its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.



Disclosure controls and procedures are designed
to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the CEO
and CFO, on a timely basis so that appropriate decisions can be made regarding annual and interim financial statement disclosure.
An evaluation of the effectiveness of the design and operation of disclosure controls and procedures was conducted as of December
31, 2012, by the Company’s management, including the CEO and CFO. Based on this evaluation, the CEO and CFO have concluded
that the Company’s disclosure controls and procedures as defined in National Instrument 52-109, Certification of Disclosure
in Issuers’ Annual and Interim Filings, are effective.



5







MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING



Management’s 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. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s
principal executive officer and principal financial officer and effected by the Company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the
financial statements for external purposes in accordance with IFRS. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.



Management conducted an evaluation of the
design and operation of the Company’s internal control over financial reporting as of December 31, 2012, based on the criteria
set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on this evaluation, management has concluded that the Company’s internal control over financial
reporting was effective as of December 31, 2012.



The Company’s Independent Registered
Chartered Accountants have issued an attestation report on the Company’s internal control over financial reporting as of
December 31, 2012, included with the Audited Financial Statements, which are filed as Exhibit 99.3 and incorporated by reference
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.



There have been no significant changes
in internal controls over financial reporting during the period ended December 31, 2012 that could have affected or are likely
to materially affect the Company’s internal controls over financial reporting.



Inherent Limitations on Effectiveness
of Controls



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Additionally, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.



NOTICES PURSUANT TO REGULATION BTR



There were no notices required by Rule
104 of Regulation BTR that the Company sent during the year ended December 31, 2012 concerning any equity security subject to a
blackout period under Rule 101 of Regulation BTR.



AUDIT COMMITTEE



The Company’s Board of
Directors has a separately designated standing Audit Committee of the Board of Directors. The members of the Company’s
Audit Committee are identified in the Annual Information Form, attached herewith as Exhibit 99.1 and incorporated by
reference herein. In the opinion of the Company’s Board of Directors, all members of the Audit Committee are
independent (as determined under Rule 10A-3 of the Exchange Act and the rules of the NYSE  MKT Equities Exchange) and are
financially literate. In addition, the Company’s Board of Directors has determined that David W. Peat, chairman of the
Audit Committee, is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.



6







CODE OF ETHICS



In 2003, the Company formally adopted a
Code of Business Conduct and Ethics and related policies, which sets high standards for ethical behavior throughout the organization.
The Code of Business Conduct and Ethics provides the entire organization with the same frame of reference for dealing with sensitive
and complex issues such as conflicts of interest, use of information, confidentiality of personal information, confidentiality
of business information, corporate opportunities, use of inside information, fair trading, protection and use of company assets,
accounting practices, records retention, compliance with laws, rules and regulations, duty to report and consequences.



In addition, in 2004, the Company
formally adopted a Code of Ethics (the “Code”) pursuant to Section 406 of Sarbanes Oxley Act of 2022 and the
rules and regulations of the NYSE  MKT Equities Exchange in order to provide written standards and guidance to the
Company’s directors, principal executive officer, principal financial officer, principal accounting officer or
controller or those performing similar functions and any “executive officers” (as defined under Rule 16a-1(f) of
the Exchange Act of the Company not named above. The purpose of the Code is to promote:



| | · | honest, and ethical conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | compliance with applicable governmental laws, rules and regulations;
| | - | --------------------------------------------------------------------



| | · | full, fair, accurate, timely and understandable disclosure in reports and documents that the Company
files with, or submits to, the SEC and in other public communications made by the Company;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the prompt internal reporting of violations of the Code to an appropriate person or persons identified
in the Code; and
| | - | -----------------------------------------------------------------------------------------------------------------------



| | · | accountability for adherence to the Code.
| | - | -----------------------------------------



All amendments to the Code, and all waivers
of the Code with respect to any of the officers covered by it, will be posted on the Company’s website, submitted on Form
6-K and provided in print to any shareholder who requests them. The Code is located on its website at www.brigusgold.com.



PRINCIPAL ACCOUNTANT FEES AND SERVICES



Deloitte LLP acted as the Company’s
independent auditor for fiscal years ended December 31, 2012 and 2012. The following table shows the aggregate fees, all of which
were pre-approved by the Audit Committee, billed to the Company for professional services by Deloitte LLP for the fiscal years
2011 and 2012 (in Cdn$):



|                   |  | Fiscal 2011 |         |  | Fiscal 2012 |  
|------------------ |  | ----------- | ------- |  | ----------- | -
|Audit Fees         |  | $           | 524,000 |  |             | $
|Audit-Related Fees |  | $           | 64,000  |  |             | $
|Tax Fees           |  | $           | –       |  |             | $
|All Other Fees     |  | $           | 377,000 |  |             | $
|Total              |  | $           | 965,000 |  |             | $



Audit Fees. This category includes
the aggregate fees billed for professional services rendered for the audits of the Company’s consolidated financial statements
for the fiscal years 2011 and 2012, for the reviews of the financial statements included in the Company’s quarterly reports
during the fiscal years 2011 and 2012, and for other services that are normally provided by the independent auditors in connection
with statutory and regulatory filings or engagements for the relevant fiscal years.



7







Audit-Related Fees. This category
includes the aggregate fees billed in each of the last two fiscal years for assurance and related services by the independent auditors
that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above
under “Audit Fees,” and generally consist of fees for other engagements under professional auditing standards, accounting
and reporting consultations, internal control-related matters, and audits of employee benefit plans.



Tax Fees. This category includes
the aggregate fees billed in each of the last two fiscal years for professional services rendered by the independent auditors for
tax compliance, tax planning and tax advice. Of these amounts, zerodollars was related to tax compliance services for review
of federal and state tax returns for both 2011 and 2012.



All Other Fees. This category includes
the aggregate fees billed in each of the last two fiscal years for products and services provided by the independent auditors,
other than those reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”



Policy on Audit Committee Pre-Approval
of Audit and Permissible Non-Audit Services and Independent Auditors



The Company’s Audit Committee has
established a policy requiring pre-approval of all audit engagement letters and fees for all auditing services (including providing
comfort letters in connection with securities underwritings) and all permissible non-audit services performed by the independent
auditors. Such services may be approved at a meeting of the Audit Committee or by the Chairman of the Audit Committee, provided
that the Chairman presents any such pre-approvals to the Audit Committee at each of its scheduled meetings.



OFF-BALANCE SHEET TRANSACTIONS



The Company does not have any off-balance
sheet financing arrangements or relationships with unconsolidated special purpose entities.



CONTRACTUAL OBLIGATIONS



The information provided under the heading
“Management’s Discussion and Analysis — Contractual Obligations” contained in Exhibit 99.2 as filed with
this Annual Report on Form 40-F contains the Company’s disclosure of contractual obligations and is incorporated by reference
herein.



MINE SAFETY DISCLOSURE



Not applicable.



UNDERTAKING



The Company undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested
to do so by the SEC 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.



CONSENT TO SERVICE OF PROCESS



The Company 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 the Form 40-F arises.



8







EXHIBITS



|ExhibitNumber |  | Description of Exhibits                                                                                                
|------------- |  | -----------------------------------------------------------------------------------------------------------------------
|99.1          |  | Annual Information Form of the Company for the year ended December 31, 2012.*                                          
|99.2          |  | Management’s Discussion and Analysis for the year ended December 31, 2012.*                                            
|99.3          |  | Annual Financial Statements for the year ended December 31, 2012.*                                                     
|99.4          |  | Technical Report on the 147 and Contact Zones of the Black Fox Complex, Ontario, Canada dated October 26, 2012*        
|99.5          |  | Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act.*          
|99.6          |  | Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act.*          
|99.7          |  | Certificate of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).*
|99.8          |  | Certificate of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).*
|99.9          |  | Consent of Deloitte LLP.*                                                                                              
|99.10         |  | Consent of Tetra Tech WEI Inc.*                                                                                        
|99.11         |  | Consent of Michael Gabora.*                                                                                            
|99.12         |  | Consent of Tim Maunula.*                                                                                               
|99.13         |  | Consent of Karlis Jansons.*                                                                                            
|99.14         |  | Consent of Douglas Ramsey.*                                                                                            
|99.15         |  | Consent of John Dixon.*                                                                                                
|99.16         |  | Consent of Andrew MacKenzie.*                                                                                          
|99.17         |  | Consent of Laura Inara Karrei.*                                                                                        
|99.18         |  | Consent of Paul J. Daigle.*                                                                                            
|99.19         |  | Consent of DMA, Dan Mackie & Associates.*                                                                              
|99.20         |  | Consent of Dan Mackie.*                                                                                                
|99.21         |  | Consent of March Consulting Associates Inc.*                                                                           
|99.22         |  | Consent of Kyle Krushelniski.*                                                                                         
|99.23         |  | Consent of Clifford Lusby.*                                                                                            
|99.24         |  | Consent of EHA Engineering Ltd.*                                                                                       
|99.25         |  | Consent of Alfred S. Hayden.*                                                                                          
|99.26         |  | Consent of Howard Bird.*                                                                                               
|99.27         |  | Consent of Mike Wereszczynsky.*                                                                                        










| | * | Filed herewith.
| | - | ---------------



9







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.



| | BRIGUS GOLD CORP., the Registrant
| | ---------------------------------
| |                                  
| | By:                              
| |                                  



Date: March 27, 2013



10