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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F


[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGEACT OF 1934

OR

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

For the fiscal year ended December 31, 2014

Commission file number: 001-31739


AURICO GOLD INC.(Exact Name of Registrant as Specified in its Charter)

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

110 Yonge Street, Suite 1601Toronto, Ontario M5C
1T4(647) 260-8880(Address and Telephone Number of
Registrants Principal Executive Offices)

CT Corporation111 Eighth Avenue,
13thFloorNew York, NY 10011(212) 894-8800(Name, address (including zip code) and
telephone number (including area code) of agent for service in the United
States)

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

|Title of Each Class:        | Name of Each Exchange On Which Registered:
|--------------------------- | ------------------------------------------
|Common shares, no par value | 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
|--------------------------- | ---------------------------------------

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Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the Annual Report: 249,648,617 common shares

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

[X] Yes        
                 
 [_] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

[_]
Yes                            [X]
No

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FORM 40-F

Principal Documents

The following documents, filed as Exhibits 99.1, 99.2, and
99.3 to this Annual Report on Form 40-F, are hereby incorporated by
reference into this Annual Report on Form 40-F:

| | (a) | Annual Information Form for the fiscal year ended
      December 31, 2014;                                                                                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                   
| | (b) | Managements Discussion and Analysis of Financial
      Condition and Results of Operations for the fiscal year ended December 31,
      2014; and                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                   
| | (c) | Consolidated Audited Financial Statements as at and for
      the year ended December 31, 2014 and 2013, including the auditors report
      thereon, prepared under International Financial Reporting Standards as
      issued by the International Accounting Standards
Board.

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNINGRESOURCE AND RESERVE ESTIMATES

The Annual Information Form of AuRico Gold Inc. (the
Corporation or the Registrant), filed as Exhibit 99.1 to this
Annual Report on Form 40-F, has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which differ from the
requirements of United States securities laws. Unless otherwise indicated, all
reserve and resource estimates included in this Annual Report on Form 40-F have
been prepared in accordance with Canadian National Instrument 43-101  Standards
of Disclosure for Mineral Projects (NI 43-101) and the Canadian Institute of
Mining, Metallurgy and Petroleum Classification System. The terms mineral
reserve, proven mineral reserve and probable mineral reserve are Canadian
mining terms as defined in accordance with NI 43-101. These definitions differ
from the definitions in the United States Securities and Exchange Commission
(SEC) Industry Guide 7 (SEC Industry Guide 7) under the United States
Securities Act of 1933, as amended. Under SEC Industry Guide 7 standards, a
final or bankable feasibility study is required to report reserves, the
three-year historical average price is used in any reserve or cash flow analysis
to designate reserves and the primary environmental analysis or report must be
filed with the appropriate governmental authority.

In addition, the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource are
defined in and required to be disclosed by NI 43-101. However, these terms are
not defined terms under SEC Industry Guide 7 and are normally not permitted to
be used in reports and registration statements filed with the SEC. Investors are
cautioned not to assume that any part or all of the mineral deposits in these
categories will ever be converted into reserves. Inferred mineral resources
have a great amount of uncertainty as to their existence, and great uncertainty
as to their economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a higher category.
Under Canadian rules, estimates of inferred mineral resources may not form the
basis of feasibility or pre-feasibility studies, except in rare cases. Investors
are cautioned not to assume that all or any part of an inferred mineral resource
exists or is economically or legally mineable. Disclosure of contained ounces
in a resource is permitted disclosure under Canadian regulations; however, the
SEC normally only permits issuers to report mineralization that does not
constitute reserves by SEC standards as in place tonnage and grade without
reference to unit measures.

Accordingly, information contained in this report and the
documents incorporated by reference herein containing descriptions of our
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.

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CERTIFICATIONS AND DISCLOSURE REGARDING CONTROLS AND
PROCEDURES

|(a) | Certifications. See Exhibits 99.4 and 99.5to this Annual Report on Form 40-F.
|--- | -----------------------------------------------------------------------------
|    |                                                                              
|(b) | Disclosure Controls and
  Procedures.                                        

As of the end of the period covered by this Annual Report on
Form 40-F, an evaluation was carried out under the supervision of and with the
participation of the Corporations management, including the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the
design and operation of the Corporations disclosure controls and procedures (as
defined in Rule 13a  15(e) and Rule 15d  15(e) under the United States
Securities Exchange Act of 1934, as amended). Based on that evaluation, the CEO
and the CFO have concluded that as of the end of the period covered by this
Annual Report on Form 40-F, the Corporations disclosure controls and procedures
were effective in ensuring that: (i) information required to be disclosed by the
Corporation 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 applicable rules and forms and (ii) material information required
to be disclosed in its reports filed under the Exchange Act is accumulated and
communicated to its management, including its CEO and CFO, as appropriate, to
allow for accurate and timely decisions regarding required disclosure.

It should be noted that while the CEO and CFO believe that the
Corporations disclosure controls and procedures provide a reasonable level of
assurance that they are effective, they do not expect that the Corporations
disclosure controls and procedures or internal control over financial reporting
will prevent all errors and fraud. A control system, no matter how well
conceived or operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met.

|(c) | Managements Annual Report on Internal Control Over
      Financial Reporting.
|--- | ------------------------------------------------------------------------------

The Corporation's management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Corporations internal
control over financial reporting is a process designed by, or under the
supervision of, the Corporations principal executive officer and principal
financial officer and effected by the Corporation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.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. 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.

Management conducted an evaluation of the design and operation
of the Corporations internal control over financial reporting as of December
31, 2014, and the results are disclosed under the heading Controls and
Procedures in Management's Discussion & Analysis, filed as Exhibit 99.2 to this
Annual Report on Form 40-F.

The effectiveness of the Corporations internal control over
financial reporting as at December 31, 2014 has been audited by KPMG LLP, as
stated in their Report of Independent Registered Public Accounting Firm on the
Corporations internal control over financial reporting that accompanies the
Corporations Consolidated Audited Financial Statements for the fiscal year
ended December 31, 2014, filed as Exhibit 99.3to this
Annual Report on Form 40-F.

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|(d) | Attestation Report of the Registered Public Accounting
      Firm.
|--- | ------------------------------------------------------------------

The required disclosure is included in the Report of
Independent Registered Public Accounting Firm on the Corporations internal
control over financial reporting that accompanies the Corporations Consolidated
Audited Financial Statements for the fiscal year ended December 31, 2014, filed
as Exhibit 99.3 to this Annual Report on Form 40-F.

|(e) | Changes in Internal Control Over Financial
      Reporting.
|--- | -----------------------------------------------------------

During the period covered by this Annual Report on Form 40-F,
there have been no  changes in internal control over financial
reporting that have materially affected, or are reasonably likely to materially
affect, the Corporation's internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR
that the Registrant sent during the year ended December 31, 2014 concerning any
equity security subject to a blackout period under Rule 101 of Regulation BTR.

AUDIT COMMITTEE FINANCIAL EXPERT

Ronald Smith has been determined by the Corporations Board of
Directors to qualify as an audit committee financial expert, within the
meaning of General Instruction B(8)(b) of Form 40-F and is independent within
the meaning of the rules of the New York Stock Exchange.

The SEC has indicated that the designation or identification of
a person as an audit committee financial expert does not make such person an
"expert" for any purpose, impose any duties, obligations or liability on such
person that are greater than those imposed on members of the audit committee and
the board of directors who do not carry this designation or identification, or
affect the duties, obligations or liability of any other member of the audit
committee or board of directors.

CODE OF ETHICS

The Corporation has adopted a written Code of Conduct and
Ethics that constitutes a code of ethics as defined in Form 40-F, and by which
it and all directors, officers and employees of the Corporation are required to
abide. The Corporations Code of Conduct and Ethics is available for viewing on
the Corporations website at http://www.auricogold.com/corporate-profile/governance/corporate-governance/corporate-policies/default.aspx,
and is available to any in print to any shareholder who requests a copy from the
Corporate Secretary of the Corporation by contacting the Company by phone at
647-260-8880 or e-mail at info@auricogold.com.

If any amendment to the Code of Conduct and Ethics is made, or
if any waiver from the provisions thereof is granted with respect to any of the
officers of the Corporation, the Corporation may elect to disclose the
information about such amendment or waiver required by Form 40-F to be
disclosed, by posting such disclosure on the Corporations website, which may be
accessed at www.auricogold.com.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The required tabular disclosure is included on page 60 of the
Companys Annual Information Form for the fiscal year ended December 31, 2014,
filed as Exhibit 99.1 to this Annual Report on Form 40-F and is
incorporated herein by reference.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee must pre-approve all audit and non-audit
services to be provided to the Corporation or its subsidiary entities by the
Corporations independent auditor. The Audit Committee has delegated to the
Chair of the Committee the authority to pre-approve the non-audit services, with
such pre-approval presented to the Audit Committee at the next scheduled Audit
Committee meeting following such pre-approval. For the fiscal year ended

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December 31, 2014, all audit and non-audit services performed
by KPMG LLP were pre-approved by the Audit Committee.

OFF-BALANCE SHEET ARRANGEMENTS

The Corporation does not have any off-balance sheet financing
arrangements or relationships with unconsolidated special purpose entities that
have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The required disclosure has been provided under the heading
Contractual Obligations in Managements Discussion and Analysis, filed as
Exhibit 99.2 to this Annual Report on Form 40-F.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Corporations Board of Directors has a separately
designated standing Audit Committee established in accordance with Section
3(a)(58)(A) of the Exchange Act. The members of the Corporations Audit
Committee are identified under the heading Audit Committee  Composition in
the Corporations Annual Information Form, attached hereto as Exhibit
99.1

MINE SAFETY DISCLOSURE

Not applicable.

NEW YORK STOCK EXCHANGE DISCLOSURE

The Corporations common shares are listed on the Toronto Stock
Exchange (TSX) and the New York Stock Exchange (NYSE) and the Corporation
also complies with the specific corporate governance requirements of the TSX and
NYSE, as they relate to the Corporation. The NYSE permits foreign private
issuers to elect not to comply with certain of its corporate governance rules,
but requires foreign private issuers to post on the issuers website, with a
cross-reference included in the issuers annual report filed with the SEC, a
summary of the significant differences between the NYSE Listed Company Manual
corporate governance standards and the practices of the applicable issuer under
its home jurisdiction rules. The Corporations disclosure of significant
corporate governance differences is available at http://www.auricogold.com/corporate-profile/governance/corporate-governance/nyse-statement-of-differences/default.aspx.

Presiding Director at Meetings of Non-Management
Directors

The Corporations Chairman of the Board is independent and runs
in camera sessions following each Board meeting with the other independent
directors.

Communication with Independent Directors

Shareholders may send communications to the registrant's
independent directors by writing to the Chairman of the Board:

- In Writing to:Chairman of the Board AuRico Gold Inc.110
  Yonge Street, Suite 1601 Toronto, Ontario M5C 1T4 Canada

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- By Telephone: (647) 260-8880
- By email: directors@auricogold.com

Communications will be referred to the Chairman of the Board
for appropriate action. The status of all outstanding concerns addressed to the
Chairman of the Board will be reported to the Board of Directors as appropriate.

BOARD COMMITTEE MANDATES

The Mandates of the Corporations audit committee, human
resources committee, nominating and corporate governance committee and
sustainability committeeare each available for viewing on the
Corporations website at www.auricogold.com, and are available in print to any
shareholder who requests them. Requests for copies of these documents should be
made by contacting the Corporation at info@auricogold.com.

UNDERTAKING

The Corporation undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to the securities in relation to which the obligation to
file an Annual Report on Form 40-F arises or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

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

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.

AURICO GOLD INC.

By: /s/ Scott PerryName: Scott Perry
Title: President and Chief Executive Officer Date: February 19, 2015

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EXHIBIT INDEX

|99.1 | Annual Information Form of the Corporation for the year
  ended December 31, 2014                                                                                                                                                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.2 | Managements Discussion and Analysis for the year ended
      December 31, 2014                                                                                                                                                                                                       
|99.3 | Consolidated Audited Financial
      Statements, as at and for the year ended December 31, 2014 and 2013,
      including the auditors report thereon, and the auditors' report on the
      effectiveness of internal control over financial reporting as at December
      31, 2014
|99.4 | Certifications of Chief Executive Officer and Chief
      Financial Officer pursuant to Rule 13(a)-14(a) or 15(d)-14 of the
      Securities Exchange Act of 1934                                                                                                                     
|99.5 | Certifications of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                            
|99.6 | Consent of KPMG LLP, Chartered Accountants                                                                                                                                                                                                                                            
|99.7 | Consent of Chris Bostwick                                                                                                                                                                                                                                                             
|99.8 | Consent of Jeff Volk                                                                                                                                                                                                                                                                  

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