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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 fiscal year ended:December 31,
2016

Commission File Number:001-35278

PRIMERO MINING CORP.(Exact name of Registrant as specified in its charter)

|British Columbia, Canada           | 1040                         | Not Applicable     
|---------------------------------- | ---------------------------- | -------------------
|                                   |                              |                    
|(Province or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer   
|Incorporation or Organization)     | Classification Code)         | Identification No.)

79 Wellington Street West, TD South TowerSuite
2100, Toronto, ON,M5K 1H1, Canada( 416) 814 3160(Address and telephone number of Registrants principal executive
offices)

Corporation Service CompanySuite 400, 2711
Centerville RoadWilmington, Delaware 19808(800)
927-9800(Name, address (including zip code) and telephone number
(includingarea 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 | New York Stock Exchange                  

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
Companys classes of capital or common stock as of the close of the period
covered by the annual report: 189,508,365 Common Shares as at
December 31, 2016

Indicate by check mark whether the Company by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the Exchange Act). If yes is marked, indicate the file number
assigned to the Company in connection with such Rule. Yes [  
]        No [X]

Indicate by check mark whether the Company (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 Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
[X]        No [  
]

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Indicate by check mark whether the Company 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 Company was required to submit and post such
files).Yes [   ]        No
[   ]

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INTRODUCTORY INFORMATION

In this annual report on Form 40-F (the Annual
Report), references to the Company or Primero mean
Primero Mining Corp. and its subsidiaries, unless the context suggests
otherwise.

Primero 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 (the MJDS) adopted by the United States Securities
and Exchange Commission (the SEC) . The equity securities of the
Company are further exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of
the Exchange Act pursuant to Rule 3a12-3 of the Exchange Act.

ANNUAL INFORMATION FORM, AUDITED FINANCIAL STATEMENTS AND
MD&A

The following documents of the Company are filed as exhibits to
this Annual Report and incorporated by reference into this Annual Report:

Document
    Exhibit No.Annual Information Form of the Company for the year ended
      December 31, 2016 (the AIF)
    99.1Audited financial statements of the Company for the years
      ended December 31, 2016 and 2015, including the reports of independent
      registered public accounting firm with respect thereto
    99.2Managements Discussion and Analysis of the Company for the
      year ended December 31, 2016 and 2015 (the MD&A)
    99.3


FORWARD-LOOKING STATEMENTS

This Annual Report includes or incorporates by reference
certain statements that constitute forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of
1995. These statements appear in a number of places in this Annual Report
and documents incorporated by reference herein and include statements regarding
the Companys intent, belief or current expectation and those of the Companys
officers and directors. These forward-looking statements involve known and
unknown risks and uncertainties that may cause the Companys actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. When used in this Annual Report or in documents incorporated by
reference in this Annual Report, words such as believe, anticipate,
estimate, project, intend, expect, may, will, plan, should,
would, contemplate, possible, attempts, seeks and similar expressions
are intended to identify these forward-looking statements. These forward-looking
statements are based on various factors and were derived utilizing numerous
assumptions that could cause the Companys actual results to differ materially
from those expressed or implied in the forward-looking statements. Accordingly,
readers are cautioned not to put undue reliance on these forward-looking
statements.

Forward-looking statements include, among others, statements
regarding:

- the ability of the Company to operate and expand production at its existing
  mines;
- the effect of mining techniques and methods such as long-hole mining or
  changing labour shifts;
- the ability of the Company to grow through acquisitions;
- the payment of taxes based upon the contracted price for silver under the
  Amended and Restated Silver Purchase Agreement;



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- the ability to identify new Mineral Resources and convert Mineral Resources
  into Mineral Reserves;
- the Advance Pricing Agreement (APA) and the Companys ability to defend
  its validity against the legal claim from the Mexican Tax authorities seeking
  to nullify the APA;
- the Companys ability to pay taxes in Mexico on realized silver prices;
- the Companys intentions to become an intermediate gold producer;
- the impact of estimation methodologies on mine and production planning;
- the ability to generate cash flows that exceed requirements;
- the timing and amount of capital expenditures and costs;
- the development of new mineral deposits;
- the Company’s intention to replace the credit       facility with a longer-dated loan;
- the ability of the Company to meet its financial obligations and return the
  San Dimas mine to profitability;
- the ability of the Company to renegotiate its collective bargaining
  agreement with its unionized employees at the San Dimas mine;
- expected ore grades, recovery rates and through-put;
- the ability of the Company to comply with environmental, safety and other
  regulatory requirements as well as the Companys policies in respect thereof;
- expected or proposed development or construction activities, and the
  expected costs thereof;
- expectations regarding currency fluctuations;
- the timing and results of union contract negotiations;
- title disputes relating to the Companys properties;
- the timing and possible outcome of pending litigation including securities
  class actions initiated against the Company in California;
- the Companys issuance of a Notice of Intent to submit a claim to
  international arbitration pursuant to NAFTA;
- future prices of precious and base metals;
- the ability of the Company to obtain government approvals or permits in
  connection with the continued operation and development of its operations,
  development project and exploration properties;
- the impact of any potential acquisitions and/or disposals pursuant to the
  strategic review on the business and operations of the Company;
- the ability of the Company to maintain effective internal control over
  financial reporting; and
- the ability for the Company to meet all NYSE listing requirements.

3

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Such forward-looking information is based upon factors and
assumptions that, while considered reasonable by the Company as of the date of
such statements, are inherently subject to uncertainties and contingencies, and,
if incorrect, could cause actual future results to be materially different than
expressed in the forward-looking statements. The assumptions and factors which
may prove to be incorrect, include, but are not limited to:

| | the specific assumptions set forth in the AIF and
      MD&A;                                                                                                                                                                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                          
| | the expectations and beliefs of management;                                                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                          
| | assumptions relating to the availability of suitable
      mining assets for acquisition on reasonable terms;                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                          
| | that labour disruptions are positively resolved and that
      there are no supply disruptions, damage to or loss of equipment, whether
      as a result of natural occurrences including flooding, political changes,
      title issues, intervention by local landowners, loss of permits,
      environmental concerns or otherwise;
|  |                                                                                                                                                                                                                                                                                                                                          
| | that development and expansion at the Companys
      operations and project proceeds on a basis consistent with current
      expectations and the Company does not change its expansion, development
      and exploration plans;                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                          
| | that the exchange rate between the Canadian dollar, the
      Mexican peso and the United States dollar remain consistent with current
      levels or as set out in the AIF;                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                          
| | that prices for gold and silver remain consistent with
      the Companys expectations;                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                          
| | that prices for key mining supplies, including labour
      costs and consumables, remain consistent with the Companys current
      expectations;                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                          
| | that the Company will be able to bring the San Dimas mine
      to profitability and that production meets expectations and is consistent
      with estimates;                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                          
| | that plant, equipment and processes will operate as
      anticipated;                                                                                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                          
| | that there are no material variations in the current tax
      and regulatory environment or the tax positions taken by the Company;                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                          
| | that the Company will maintain access to surface rights;                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                          
| | that the Company will be able to obtain and maintain
      government approvals or permits in connection with the continued operation
      and development of its existing operations, development and exploration
      activities;                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                          
| | that the Company will be able to renegotiate its
      collective bargaining agreement with its unionized employees at the San
      Dimas mine;                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                          
| | that the Company will be able to replace it with a longer-dated term loan; and                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                          
| | that the Company can access adequate financing,
      appropriate equipment and sufficient labour, all at acceptable rates.                                                                                                                                                                                                              

No assurance can be given that these assumptions will prove to
be correct. These assumptions should be considered carefully by readers. Readers
are cautioned not to place undue reliance on the forward-looking information and
statements or the assumptions on which the Companys forward-looking information
and statements are based.

Forward-looking information is subject to a variety of risks
and uncertainties which could cause actual events or results to differ from
those reflected in the forward-looking statements. Such risks include, but are
not limited to:

| | the volatility of prices of gold,
      silver and other metals;
|- | ----------------------------------------------------------------

4

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| | uncertainty of Mineral Reserves, Mineral Resources,
      Inferred Mineral Resources, the inability to realize exploration
      potential, mineral grades and mineral recovery estimates;                                                                                                                                
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                           
| | uncertainty of future production, delays in completion of
      exploration and development plans for any reason including insufficient
      capital, delays in permitting, and labour disruptions;                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                           
| | the ability to defend the validity of the APA and the
      continued ability to pay taxes on realized prices and defend against
      related securities litigation;                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                           
| | inability to maintain or acquire attractive mining
      properties on terms it considers acceptable or at all;                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                           
| | other risks inherent with acquisitions including
      integration inefficiencies and potential unknown liabilities associated
      therewith;                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                           
| | the ability of the Company to comply with its obligations
      under material agreements, including financing agreements;                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                           
| | the  ability of the Company to  replace  its  Credit Facilty with a longer-dated term  loan;                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                           
| | the ability of the Company to return the San Dimas mine
      to profitability and achieve projected gold and silver production, and
      gold and silver grades;                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                           
| | projected cash costs of production, development and
      exploration, and capital expenditures may be greater than anticipated;                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                           
| | currency fluctuations beyond those that are typical or
      anticipated;                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                           
| | limitations on insurance coverage;                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                           
| | commercial viability of mineral deposits;                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                           
| | inability to complete any development project for any
      reason;                                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                           
| | risks associated with the adequacy of infrastructure,
      including interruptions in power supply;                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                           
| | mining risks, including unexpected formations, cave-ins
      and voids, which delay operations or prevent extraction of material;                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                           
| | risks associated with competition in the mining industry;                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                           
| | risks associated with the ability to retain key
      executives and key operating personnel;                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                           
| | risks associated with conflicting legal obligations of
      directors and officers of the Company who are directors and/or officers of
      other companies;                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                           
| | risks associated with foreign operations;                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                           
| | risks associated with the inability of the Company to
      renegotiate the collective bargaining agreement with its unionized
      employees at the San Dimas mine and adverse changes in labour laws or in
      the Companys labour relations, or labour disputes, accidents or other
      adverse safety incidents;
|  |                                                                                                                                                                                                                                                                                                                           
| | title disputes or claims;                                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                           
| | changes in other regulations that result in increased
      costs;                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                           
| | cost of environmental expenditures and potential
      environmental liabilities;                                                                                                                                                                                                                                         

5

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| | dissatisfaction or disputes with
      local communities or first nations; and
|- | ------------------------------------------------------------------------------
|  |                                                                               
| | failure of plant, equipment or
      processes to operate as anticipated.     

Should one or more of these risks and uncertainties
materialize, or should any underlying assumptions prove incorrect, actual
results may vary materially from those described in forward-looking statements.

Readers are advised to carefully review and consider the risk
factors identified in the AIF under the heading Risk Factors and in the
MD&A under the headings Risks and uncertainties and Other risks
and uncertainties for a discussion of the factors that could cause the
Companys actual results, performance and achievements to be materially
different from any anticipated future results, performance or achievements
expressed or implied by the forward-looking statements. Readers are further
cautioned that the foregoing list of assumptions and risk factors is not
exhaustive and it is recommended that prospective investors consult the more
complete discussion of the Companys business, financial condition and prospects
that is included in the AIF and the MD&A. The forward-looking information
and statements contained herein and in the AIF and the MD&A are made as of
the date thereof and, accordingly, are subject to change after such date. The
Company does not undertake any obligation to update any forward-looking
information, except as, and to the extent, required by applicable securities
laws, including applicable United States federal securities laws. The
forward-looking statements contained herein are expressly qualified by this
cautionary statement.

CAUTIONARY NOTE TO UNITED STATES INVESTORS
CONCERNINGESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES

The disclosure in this Annual Report, including the documents
incorporated by reference herein, uses terms that comply with reporting
standards in Canada and certain estimates are made in accordance with Canadian
National Instrument 43-101 Standards of Disclosure for Mineral Projects
(NI 43-101). NI 43-101 is a rule developed by the Canadian Securities
Administrators that establishes standards for all public disclosure an issuer
makes of scientific and technical information concerning mineral projects.
Unless otherwise indicated, all reserve and resource estimates contained in or
incorporated by reference in this Annual Report have been prepared in accordance
with NI 43-101. These standards differ significantly from the requirements of
the SEC, and reserve and resource information contained herein and incorporated
by reference herein may not be comparable to similar information disclosed by
U.S. companies.

This Annual Report includes estimates of mineral reserves
(Mineral Reserves) that have been calculated in accordance with NI
43-101, as required by Canadian securities regulatory authorities. For United
States reporting purposes, SEC Industry Guide 7 under the Exchange Act, as
interpreted by Staff of the SEC, applies different standards in order to
classify mineralization as a reserve. As a result, the definitions of proven and
probable reserves used in NI 43-101 differ from the definitions in SEC Industry
Guide 7. Under SEC standards, 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. Among other things, all necessary permits would be
required to be in hand or issuance imminent in order to classify mineralized
material as reserves under the SEC standards. Accordingly, mineral reserve
estimates contained in this Annual Report may not qualify as reserves under
SEC standards.

In addition, this Annual Report uses the terms measured
mineral resources, indicated mineral resources and inferred mineral
resources (together Mineral Resources) to comply with the reporting
standards in Canada. The Company advises United States investors that while
those terms are recognized and required by Canadian regulations, the SEC does
not recognize them. United States investors are cautioned not to assume that any
part or all of the mineral deposits in these categories will ever be converted
into mineral reserves.

Further, inferred mineral resources have a great amount of
uncertainty as to their existence and as to whether they can be mined legally or
economically. Therefore, United States investors are also cautioned not to
assume that all or any part of the inferred resources exist. In accordance
with Canadian securities laws, estimates of inferred resources cannot form the
basis of feasibility or other economic studies, other than in certain limited
circumstances.

It cannot be assumed that all or any part of measured mineral
resources, indicated mineral resources, or inferred mineral resources will
ever be upgraded to a higher category. Investors are cautioned not to assume
that any part of the reported measured mineral resources, indicated mineral
resources, or inferred mineral resources in this Annual Report is
economically or legally mineable.

6

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NI 43-101 also permits the inclusion of disclosure regarding
the potential quantity and grade, expressed as ranges, of a target for further
exploration provided that the disclosure (i) states with equal prominence that
the potential quantity and grade is conceptual in nature, that there has been
insufficient exploration to define a mineral resource and that it is uncertain
if further exploration will result in the target being delineated as mineral
resources, and (ii) states the basis on which the disclosed potential quantity
and grade has been determined. Disclosure regarding exploration potential has
been included in the Companys AIF and MD&A that are incorporated into this
Annual Report. United States investors are cautioned that disclosure of such
exploration potential is conceptual in nature by definition and there is no
assurance that exploration of the mineral potential identified will result in
any category of NI 43-101 Mineral Resources being identified.

In addition, disclosure of contained ounces is permitted
disclosure under Canadian securities laws; however, the SEC only permits issuers
to report mineralization as in place tonnage and grade without reference to unit
measures.

For the above reasons, information contained in this Annual
Report and the documents incorporated by reference herein containing
descriptions of the Companys mineral deposits may not be comparable to similar
information made public by U.S. companies subject to the reporting and
disclosure requirements under the United States federal securities laws and the
rules and regulations thereunder.

NOTE TO UNITED STATES READERS REGARDING
DIFFERENCESBETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

International Financial Reporting Standards

The Company is permitted under the MJDS to prepare this Annual
Report in accordance with Canadian disclosure requirements, which are different
from those of the United States. Effective January 1, 2011, the Company began
preparing its financial statements, which are filed with this Annual Report, in
accordance with International Financial Reporting Standards, as issued by the
International Accounting Standards Board (IFRS). Accordingly, the
Companys financial statements are not comparable to financial statements of
United States companies that report under generally accepted accounting
principles in the United States.

CURRENCY

Unless otherwise indicated, all
dollar amounts in this Annual Report are in United States dollars. The exchange
rate of United States dollars into Canadian dollars, on December 30, 2016 based
upon the noon rate as published by the Bank of Canada, was U.S.$1.00=CDN$1.3427. The exchange rate of United States dollars into Canadian dollars, on
March 30, 2017 based upon the noon rate as published by the Bank of Canada, was
U.S.$1.00=CDN$1.3279.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are defined in Rule
13a-15(e) and 15d-15(e) under the Exchange Act to mean controls and other
procedures of an issuer that are designed to ensure that information required to
be disclosed by the issuer in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, and to provide
reasonable assurance of achieving their objectives within the time periods
specified in the SECs rules and forms and includes, without limitation,
controls and procedures designed to ensure that such information 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.

7

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Managements Evaluation of Disclosure Controls and
Procedures

At the end of the period covered by this annual report on Form
40-F, being the fiscal year ended December 31, 2016, an evaluation was carried
out under the supervision of and with the participation of the Companys
management, including the Interim Chief Executive Officer (Interim CEO)
and Chief Financial Officer (CFO), of the effectiveness of the design
and operation of the Companys disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation
the Interim CEO and the CFO have concluded that, as of the end of the period
covered by this Annual Report, the Companys disclosure controls and procedures
were effective to give reasonable assurance that the information required to be
disclosed by the Company in reports that it files or submits to the SEC under
the Exchange Act is:

- recorded, processed, summarized and reported within the time periods
  specified in the SECs rules and forms, and
- accumulated and communicated to the Companys management, including its
  interim CEO and CFO, as appropriate, to allow timely decisions regarding
  required disclosure.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal Control over Financial Reporting

The Company is required under the Exchange Act to maintain
internal control over financial reporting. Internal control over financial
reporting is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act as a
process designed by, or under the supervision of, the issuers principal
executive and principal financial officers and effected by the issuers board of
directors, management and other personnel, 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 and includes those policies and procedures that:

- pertain to the maintenance of records that, in reasonable detail,
  accurately and fairly reflect the transactions and dispositions of the assets
  of the company;
- provide reasonable assurance that transactions are recorded as necessary to
  permit preparation of financial statements in accordance with generally
  accepted accounting principles, and that receipts and expenditures of the
  company are being made only in accordance with authorizations of management
  and directors of the company; and
- provide reasonable assurance regarding prevention or timely detection of
  unauthorized acquisition, use or disposition of the companys assets that may
  have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of the effectiveness of internal control over financial
reporting 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.

Managements Assessment of Effectiveness of Internal Control
Over Financial Reporting

Management assessed the effectiveness of Primeros internal
control over financial reporting as of December 31, 2016, based on the criteria
set forth in Internal Control  Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on its assessment, Management concluded that the Companys internal control over
financial reporting was effective as of December 31, 2016.

Auditors Attestation Report

The effectiveness of Primeros internal control over financial
reporting as at December 31, 2016 has been audited by KPMG LLP, Primeros
independent registered public accounting firm. This report is included in
Exhibit 99.2.

8

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Changes in Internal Control over Financial Reporting

During the year ended December 31, 2016, there were no changes
in the Companys internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.

The Companys management, including the interim 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 inherent limitations
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, controls 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.

NOTICES PURSUANT TO REGULATION BTR

The Company did not send any notices required by Rule 104 of
Regulation BTR during the year ended December 31, 2016 concerning any equity
security subject to a blackout period under Rule 101 of Regulation BTR.

CORPORATE GOVERNANCE

The Companys Board of Directors (the Board of
Directors) is responsible for the Companys Corporate Governance policies
and has separately designated the following committees:

- Human Resources Committee, as required by Section 303A.05 of the NYSE
  Listed Company Manual;
- Governance and Nominating Committee, as required by Section 303A.04 of the
  NYSE Listed Company Manual;
- Audit Committee, as required by Section 303A.06 of the NYSE Listed Company
  Manual; and
- Technical and Corporate Responsibility Committee

The Board of Directors has determined that all the members of
the Human Resources, Governance and Nominating, and Audit Committees are
independent, based on the criteria for independence prescribed by section
303A.02 of the NYSE Listed Company Manual and any applicable standards of the
U.S. Securities and Exchange Commission.

Human Resources Committee

The Human Resources Committee is comprised of three independent
directors:

- Robert Quartermain (chair);
- Michael Riley; and
- David Demers.

The terms of reference for the Human Resources Committee are
available on the Companys website at www.primeromining.com.

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Governance and Nominating Committee

The Governance and Nominating Committee is comprised of three
independent directors:

- David Demers (Chair);
- Grant Edey; and
- Patricia Fortier

The terms of reference for the Governance and Nominating
Committee are available on the Companys website at www.primeromining.com.

Technical and Corporate Responsibility Committee

The Technical and Corporate Responsibility Committee is
comprised of five directors, four of whom are independent:

- Brad Marchant (Chair);
- Robert Quartermain;
- Joseph Conway;
- Patricia Fortier; and
- Grant Edey

AUDIT COMMITTEE

Composition of the Audit Committee

The Company's Board of Directors has a separately designated
standing Audit Committee established in accordance with Section 3(a)(58)(A) of
the Exchange Act and Section 303A.06 of the NYSE Listed Company Manual. The
Company's Audit Committee is comprised of three directors that the Board of
Directors have determined are independent as determined under each of Rule 10A-3
of the Exchange Act and Section 303A.02 of the NYSE Listed Company Manual:

- Michael Riley (Chair),
- Grant Edey; and
- Brad Marchant

All three members of the Audit Committee are financially
literate, meaning they are able to read and understand the Company's financial
statements and to understand the breadth and level of complexity of the issues
that can reasonably be expected to be raised by the Company's financial
statements. The Audit Committee meets the composition requirements set forth by
Section 303A.07 of NYSE Listed Company Manual.

Audit Committee Charter

The full text of the Charter for the Audit Committee is
available on the Companys website at www.primeromining.com,or in print without charge to
any shareholder that provides the Company with a written request addressed to
the Companys Corporate Secretary.

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Audit Committee Financial Expert

The Companys Board of Directors has determined that Michael
Riley, chairman of the Audit Committee, is an audit committee financial expert
(as that term is defined in Item 407 of Regulation S-K under the Exchange Act).
A description of the education and experience of Mr. Riley is set forth in the
AIF.

CODE OF ETHICS

Adoption of Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics
(the Code of Ethics) for all its directors, executive officers and
employees in accordance with Section 303A.10 of the NYSE Listed Company Manual.
The Code of Ethics meets the requirements for a code of ethics within the
meaning of that term in Form 40-F. The text of the Code of Ethics is posted on
the Company's website at www.primeromining.com.

Amendments or Waivers

During the fiscal year ended December 31, 2016, the Company did
not substantively amend, waive or implicitly waive any provision of the Code of
Ethics with respect to any of the directors, executive officers or employees
subject to it.

To the extent that the Company's board or a board committee
determines to grant any waiver of the Code of Ethics for an executive officer or
director, Section 303A.10 of the NYSE Listed Company Manual requires that the
waiver must be disclosed to shareholders within four business days of such
determination.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees

The following table shows the aggregate fees billed to the
Company by the external auditor, the Companys independent registered public
accounting firms, in each of the last two years:

|                       |   | Year Ended December 31 | 
|---------------------- | - | ---------------------- | 
|                       |   | 2016(1)                | 
|Audit Fees (2)         | $ | 761,142                | 
|Audit Related Fees (3) |   | 0                      | 
|Tax Fees (4)           |   | 78,433                 | 
|All Other Fees (5)     |   | 0                      | 
|Total                  | $ | 839,575                | 

Notes:

| | (1) | All amounts in Canadian dollars.                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2) | Audit fees represent the aggregate fees billed for each
      of the last two fiscal years for professional services rendered by the
      principal accountant for the review and audit of the Companys interim and
      annual financial statements or services that are normally provided by the
      accountant in connection with statutory and regulatory filings or
      engagements for those fiscal years.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (3) | Audit-related fees represent the aggregate fees billed in
      each of the last two fiscal years for assurance and related services by
      the principal accountant that are reasonably related to the performance of
      the audit or review of the Companys financial statements and are not
      reported under Audit Fees above.                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (4) | Tax fees represent the aggregate fees billed in each of
      the last two fiscal years for professional services rendered by the
      principal accountant for tax compliance, tax advice, and tax
    planning.                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (5) | Other fees would include transaction related
    services.                                                                                                                                                                                                                                                                                                                                                             

Pre-Approval of Audit and Non-Audit Services Provided by
Independent Registered Public Accounting Firm

The Audit Committee pre-approves all audit services to be
provided to the Company by its independent registered public accounting firm.
Non-audit services that are prohibited to be provided to the Company by its
independent registered public accounting firm may not be pre-approved. In
addition, prior to the granting of any pre-approval, the Audit Committee must be satisfied that the performance of
the services in question will not compromise the independence of the independent
registered public accounting firm. All non-audit services performed by the
Companys independent registered public accounting firm for the fiscal year
ended December 31, 2016 were pre-approved by the Audit Committee of the Company.
No non-audit services were approved pursuant to the de minimis exemption
to the pre-approval requirement.

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OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet
arrangements, as defined in General Instruction B(11) to Form 40-F, that have
or are reasonably likely to have a current or future effect on the Companys
financial condition, changes in financial condition, revenues, expenses, results
of operations, liquidity, capital expenditures or capital resources that are
material to investors.

CONTRACTUAL OBLIGATIONS

The following table presents information with respect to the
Companys known contractual obligations as at December 31, 2016:



NYSE CORPORATE GOVERNANCE

The Company's common shares are listed on the NYSE. Section
303A.11 of the NYSE Listed Company Manual permits foreign private issuers to
follow home country practices in lieu of certain provisions of the NYSE Listed
Company Manual. A foreign private issuer that follows home country practices in
lieu of certain provisions of the NYSE Listed Company Manual must disclose any
significant ways in which its corporate governance practices differ from those
followed by domestic companies either on its website or in the annual report
that it distributes to shareholders in the United States. A description of the
significant ways in which the Company's governance practices differ from those
followed by domestic companies pursuant to NYSE listing standards is set forth
on the Company's website at www.primeromining.com.

In addition, the Company may from time-to-time seek relief from
NYSE corporate governance requirements on specific transactions under Section
303A.11 of the NYSE Listed Company Manual, in which case, the Company shall make
the disclosure of such transactions available on its website at
www.primeromining.com. Information contained on the Company's website is not
part of this annual report on Form 40-F.

MINE SAFETY DISCLOSURE

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), issuers
that are operators, or that have a subsidiary that is an operator, of a coal or
other mine in the United States are required to disclose in their periodic
reports filed with the SEC information regarding specified health and safety
violations, orders and citations, related assessments and legal actions, and
mining-related fatalities under the regulation of the Federal Mine Safety and
Health Administration under the Federal Mine Safety and Health Act of 1977. The
Company did not have any mines in the United States during the fiscal year ended
December 31, 2016.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

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 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

Concurrently with the filing of its Registration Statement on
Form 40-F with the SEC on August 11, 2011, the Company filed an Appointment of
Agent for Service of Process and Undertaking on Form F-X signed by the Company
and its agent for service of process with respect to the class of securities in
relation to which the obligation to file this Annual Report on Form 40-F arises.

Any change to the name or address of the Companys agent for
service shall be communicated promptly to the Commission by amendment to Form
F-X referencing the file number of the Company.

13

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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.



|Date: March 31, 2017 | PRIMERO MINING CORP.
|-------------------- | --------------------

| | By: | /s/ Joseph Conway                                  
| | --- | ---------------------------------------------------
| |     | Joseph Conway                                      
| |     | Interim President and Chief
      Executive Officer

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EXHIBIT INDEX

|Exhibit Number | Exhibit Description                                                                                                                                                                                                                 
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                     
|Principal      |                                                                                                                                                                                                                                     
|Documents      |                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                     
|99.1           | Annual Information Form of the Company for the year ended
  December 31, 2016 (1)                                                                                                                                                   
|               |                                                                                                                                                                                                                                     
|99.2           | Audited financial statements of the Company and the notes
      thereto for the fiscal years ended December 31, 2016 and 2015, together
      with the reports of the independent registered public accounting firm
    thereon (1) 
|               |                                                                                                                                                                                                                                     
|99.3           | Managements Discussion and Analysis of the Company for
    the years ended December 31, 2016 and 2015 (1)                                                                                                                          
|               |                                                                                                                                                                                                                                     
|Certifications |                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                     
|99.4           | Certification of Interim President and Chief Executive
    Officer pursuant to Rule 13a-14(a) of the Exchange Act (1)                                                                                                               
|               |                                                                                                                                                                                                                                     
|99.5           | Certification of Chief Financial Officer pursuant to Rule
      13a-14(a) of the Exchange Act (1)                                                                                                                                   
|               |                                                                                                                                                                                                                                     
|99.6           | Certification of Interim President and Chief Executive
      Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002 (1)
|               |                                                                                                                                                                                                                                     
|99.7           | Certification of Chief Financial Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)                            
|               |                                                                                                                                                                                                                                     
|Consents       |                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                     
|99.8           | Consent of KPMG LLP dated March 31, 2017 (1)                                                                                                                                                                                        
|               |                                                                                                                                                                                                                                     
|99.9           | Consent of J. Morton Shannon dated March 31, 2017
      (1)                                                                                                                                                                         
|               |                                                                                                                                                                                                                                     
|99.10          | Consent of Rodney Webster dated March 31, 2017
      (1)                                                                                                                                                                            
|               |                                                                                                                                                                                                                                     
|99.11          | Consent of Timothy Carew dated March 31, 2017
      (1)                                                                                                                                                                             
|               |                                                                                                                                                                                                                                     
|99.12          | Consent of Thomas Dyer dated March 31, 2017
      (1)                                                                                                                                                                               
|               |                                                                                                                                                                                                                                     
|99.13          | Consent of Peter Hayward dated March 31, 2017
      (1)                                                                                                                                                                             
|               |                                                                                                                                                                                                                                     
|99.14          | Consent of John Skeet dated March 31, 2017 (1)                                                                                                                                                                                      
|               |                                                                                                                                                                                                                                     
|99.15          | Consent of Gabriel Voicu dated March 31, 2017
      (1)                                                                                                                                                                             
|               |                                                                                                                                                                                                                                     
|99.16          | Consent of Harold Brisson dated March 31,
      2017(1)                                                                                                                                                                             
|               |                                                                                                                                                                                                                                     
|99.17          | Consent of Patrick McCann dated March 31,
      2017(1)                                                                                                                                                                             

---

|Exhibit Number | Exhibit Description                                  
|-------------- | -----------------------------------------------------
|               |                                                      
|99.18          | Consent of Dave Laudrum dated
      March 31, 2017(1)

|(1) | Filed as an Exhibit to this Annual Report to Form
    40-F
|--- | ----------------------------------------------------------

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