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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, 2012

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

DL Services Inc.701 Fifth Avenue, Suite 6100
Seattle, WA 98101(206) 903-8800(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
|--------------------------- | ---------------------------------------

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: 282,311,947

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

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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     
[_] No

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CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
RESOURCE 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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DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, 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
operations of the Corporations disclosure controls and procedures (as defined
in Rule 13a  15(e) and Rule 15d  15(e) under the Exchange Act). Based on that
evaluation the CEO and the CFO have concluded that as of the end of the period
covered by this report, 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.

The Registrant's Chief Executive Officer and Chief Financial
Officer have evaluated the effectiveness of the Registrant's disclosure controls
and procedures, as defined in Rule 13a-15(e) under the Exchange Act, as of
December 31, 2012 and have determined that such disclosure controls and
procedures were effective as of December 31, 2012.

MANAGEMENTS 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 Registrants principal executive and principal financial
officers and effected by the Registrant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, 2012, based on the criteria set forth in Internal Control  Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). This evaluation included review of the documentation
of controls, evaluation of the design effectiveness of controls, testing of the
operating effectiveness of controls and a conclusion on this evaluation. Based
on this evaluation, management has concluded that the Corporations internal
control over financial reporting was effective as of December 31, 2012 and no
material weaknesses were discovered.

The Corporation is required to provide an auditors attestation
report on internal control over financial reporting. The Corporations auditor
has audited the Corporations internal control over financial reporting for the
year ended December 31, 2012. The auditors report is filed as Exhibit
99.4 and is incorporated by reference into this Annual Report on Form
40-F.

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ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

The Corporation is required to provide an auditors attestation
report on internal control over financial reporting. The Corporations auditor
has audited the Corporations internal control over financial reporting for the
year ended December 31, 2012. The auditors report is filed as Exhibit
99.4 and is incorporated by reference into this Annual Report on Form
40-F.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this Annual Report, there have
been no significant 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.

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 in the Audit Committee  Composition section of the
Annual Information Form, attached hereto as Exhibit 99.1 and incorporated
by reference herein. The Corporations Board of Directors has determined that
all members of the Audit Committee are independent (as determined under Rule
10A-3 under the Exchange Act and the rules of the NYSE) and are financially
literate in accordance with the NYSE rules.

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 under the Exchange Act and
is independent within the meaning of Rule 10A-3 under the Exchange Act and
applicable Canadian requirements.

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.

PRINCIPAL ACCOUNTING FEES AND SERVICES  INDEPENDENT AUDITORS

KPMG LLP acted as the Corporation's independent auditor for the
fiscal year ended December 31, 2012. The total amount billed to the Corporation
by KPMG LLP for services performed in the last two fiscal years by category of
service (for audit fees, audit-related fees, tax fees and all other fees) in
Canadian dollars is:

|                            |                |                       |              |               
|--------------------------- | -------------- | --------------------- | ------------ | --------------
|Financial
      Year Ending | Audit Fees (1) | Audit Related Fees(2) | Tax Fees (3) | All Other Fees
|December 31,
      2012(4)  | $800,530       | $Nil                  | $237,990     | $Nil          
|December 31, 2011           | $895,540       | $Nil                  | $184,385     | $Nil          

Notes:

| | 1. | The aggregate fees billed for audit services, including
      fees relating to the review of quarterly financial statements, statutory
      audits of the Corporations subsidiaries.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | The aggregate fees billed for assurance and related
      services that are reasonably related to the performance of the audit or
      review of the Corporations financial statements and are not disclosed in
      the Audit Fees column.                                                                                                
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3. | The aggregate fees billed for tax compliance, tax advice
      and tax planning services.                                                                                                                                                                                                                                                       
| | 4. | For the year ended December 31, 2011 and December 31,
      2012, none of the Corporations audit-related fees, tax fees or all other
      fees described in the table above made use of the de minimis exception to
      pre-approval provisions contained in Rule 2-01 (c)(7)(i)(C) of SEC
      Regulation S-X or Section 2.4 of NI 52-110.

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The Audit Committee must pre-approve all non-audit services to
be provided to the Corporation or its subsidiary entities by the Corporations
external 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
December 31, 2012, all audit and non-audit services performed by KPMG LLP are
pre-approved by the Audit Committee.

OFF-BALANCE SHEET TRANSACTIONS

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.

CODE OF ETHICS

The Board has adopted a written Code of Conduct by which it and
all directors, officers and employees of the Corporation are required to abide.
All amendments to the code, and all waivers of the code with respect to any of
the officers covered by it, will be posted on the Corporations website,
submitted on Form 6-K and provided in print to any shareholder who requests them
from the Corporate Secretary. The Corporations Code of Conduct and Ethics is
located on its website at http://www.auricogold.com/corporate-policies/view-category.html.

CONTRACTUAL OBLIGATIONS

The information provided under the heading Managements
Discussion and Analysis  Contractual Obligations contained in Exhibit
99.2 as filed with this Annual Report on Form 40-F contains the
Corporations disclosure of contractual obligations and is incorporated by
reference herein.

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, 2012 concerning any
equity security subject to a blackout period under Rule 101 of Regulation BTR.

CORPORATE GOVERNANCE

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/nyse-statement-of-differences/view-category.html.

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MINE SAFETY DISCLOSURE

The Registrant is not currently required to disclose the
information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act.

INTERACTIVE DATA FILE

The Registrant is not currently required to submit to the
Commission, nor post to its corporate website, an Interactive Data File.

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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.

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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.

| | AURICO GOLD INC.                           
| | -------------------------------------------
| |                                            
| |                                            
| | By: /s/ Trent Mell                         
| | Trent Mell                                 
| | Executive Vice President, Corporate Affairs
| | Date: April 1, 2013                        

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EXHIBITS

|99.1  | Annual Information Form of the Corporation for the year
      ended December 31, 2012                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.2  | Managements Discussion and Analysis for the year ended
      December 31, 2012                                                                                                           
|99.3  | Consolidated Audited Financial Statements, as at and for
      the year ended December 31, 2012 and 2011, including the auditors report
      thereon                                    
|99.4  | Report of the Independent Registered Accounting Firm on
      Internal Control Over Financial Reporting                                                                                   
|99.5  | 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                         
|99.6  | 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
|99.7  | Consent of KPMG LLP, Chartered Accountants                                                                                                                                                
|99.8  | Consent of Chris Bostwick                                                                                                                                                                 
|99.9  | Consent of Jeff Volk                                                                                                                                                                      
|99.10 | Consent of Chris Sharpe                                                                                                                                                                   
|99.11 | Consent of Gordon Skrecky                                                                                                                                                                 
|99.12 | Consent of Harold Bent                                                                                                                                                                    
|99.13 | Consent of Jarek Jakubec                                                                                                                                                                  
|99.14 | Consent of Chris Elliott                                                                                                                                                                  
|99.15 | Consent of Pacifico (Virgil) Corpuz                                                                                                                                                       
|99.16 | Consent of Andrew Jennings                                                                                                                                                                
|99.17 | Consent of Andrew Witte                                                                                                                                                                   
|99.18 | Consent of Ken Major                                                                                                                                                                      

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