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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, 2013

Commission
      file number: 001-32943




AUGUSTA RESOURCE
  CORPORATION(Exact Name of Registrant as Specified in
  its Charter)

Canada(Province or other jurisdiction of
incorporation or organization)

1041(Primary Standard Industrial
Classification Code)

N/A(I.R.S. Employer Identification No.)

Suite 555, 999 Canada Place Vancouver, British Columbia,
Canada V6C 3E1 (604) 687-1717(Address and Telephone Number
of Registrants Principal Executive Offices)

Dorsey & Whitney LLP Suite 400, 1400 Wewatta Street
Denver, Colorado 80202 (303) 629-3400(Name, address
(including zip code) and telephone number (including area code) of agent for
service in the United States)

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

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

Securities registered or to be registered pursuant to Section
12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: N/A

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:   As at December 31, 2013, 144,552,776
common shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. 
[ x ] Yes [    ]  No

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

[    ]  Yes [    ]  No

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EXPLANATORY NOTE

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

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached
hereto contain forward-looking statements or information within the meaning of
the United States Private Securities Litigation Reform Act of 1995. These
statements and information relate to future events and Augusta's future
performance, business prospects or opportunities, which are subject to certain
risks, uncertainties and assumptions. Such forward-looking statements and
forward-looking information include, but are not limited to statements
concerning Augusta's plans at the Rosemont Copper Project (the Rosemont
Project), including the timing for obtaining final permits, construction and
estimated production, expectations surrounding future financings and
re-financings, capital and operating cash flow estimates, changes in market
conditions, changes or disruptions in the securities markets and market
fluctuations in the prices for Augusta's securities, the lack of any alternative
transactions or the terms and conditions of any alternative transactions not
being acceptable.

Forward-looking statements or information is frequently, but
not always, characterized by words such as "will", "plan", "expect", "project",
"intend", "believe", "anticipate", "budget", "forecast", "schedule", "estimate"
and similar expressions, or statements that certain events or conditions "may",
"should", "could", "might" or "will" occur. The forward-looking statements or
information contained in this Directors' Circular is based on the reasonable
expectations and beliefs of management as at the date of this Directors'
Circular and involves numerous assumptions, known and unknown risks and
uncertainties, both general and specific to Augusta and the industry in which
the Company operates. Such assumptions, risks and uncertainties include, but are
not limited to Augusta's history of losses, requirements for additional capital,
dilution, loss of material properties, interest rate increases, global economy,
no history of production, speculative nature of exploration activities, periodic
interruptions to exploration, development and mining activities, environmental
hazards and liability, industrial accidents, failure of processing and mining
equipment, labour disputes, supply problems, commodity price fluctuations,
uncertainty of production and cost estimates, the interpretation of drill
results and the estimation of mineral resources and reserves, legal and
regulatory proceedings and community actions, title and tenure matters,
regulatory restrictions, permitting and licensing, volatility of the market
price of the Company's common shares, insurance, competition, hedging
activities, currency fluctuations, loss of key employees, as well as those
factors discussed in the section entitled Risk Factors in this AIF and
disclosed in Augusta's documents filed from time to time with the securities
regulators in the provinces of British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario, New Brunswick and Newfoundland and Labrador. Should one or
more of these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results, performance or achievements of the
Company, or industry results, may vary materially from those described in the
Annual Information Form (AIF) of the Company filed as Exhibit
99.1 to this annual report on Form 40-F and incorporated by reference
herein.

The Companys forward-looking statements contained in the
exhibits incorporated by reference into this annual report on Form 40-F are made
as of the respective dates set forth in such exhibits. Such forward-looking
statements are based on the beliefs, expectations and opinions of management on
the date the statements are made. In preparing this annual report on Form 40-F,
the Company has not updated such forward-looking statements to reflect any
change in circumstances or in managements beliefs, expectations or opinions
that may have occurred prior to the date hereof. Nor does the Company assume
any obligation to update such forward-looking statements in the
future, except as may be required by law. For the reasons set forth above,
investors should not place undue reliance on forward-looking statements.

1

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NOTE TO UNITED STATES READERS-DIFFERENCES IN
UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under the multi-jurisdictional
disclosure system adopted by the United States Securities and Exchange
Commission (the SEC), to prepare this annual report on Form 40-F in accordance
with Canadian disclosure requirements, which differ from those of the United
States. The Company has prepared its financial statements, which are filed as
Exhibit 99.2 to this annual report on Form 40-F, in accordance with
International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board and they are not comparable to
financial statements of United States companies.

RESOURCE AND RESERVE ESTIMATES

The Companys AIF filed as Exhibit 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. The terms mineral reserve, proven mineral
reserve and probable mineral reserve are Canadian mining terms as defined 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 (the CIM) - CIM Definition Standards on Mineral
Resources and Mineral Reserves, adopted by the CIM Council, as amended.
These definitions differ from the definitions in SEC Industry Guide 7 under the
United States Securities Act of 1933, as amended (the Securities Act). 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 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 Industry Guide 7 standards as in place tonnage and
grade without reference to unit measures.

Accordingly, information contained in this annual report on
Form 40-F and the documents incorporated by reference herein contain
descriptions of the Companys mineral deposits that 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.

2

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CURRENCY

Unless otherwise indicated, all dollar amounts in this annual
report on Form 40-F are in United States dollars. The exchange rate of Canadian
dollars into United States dollars, on December 31, 2013, based upon the noon
rate of exchange as quoted by the Bank of Canada, was U.S.$1.00 = Cdn.$ 0.9402.

ANNUAL INFORMATION FORM

The Companys AIF for the fiscal year ended December 31, 2013,
is filed as Exhibit 99.1 and incorporated by reference in this annual
report on Form 40-F.

AUDITED ANNUAL FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company
for the years ended December 31, 2013 and 2012, including the report of the
independent auditor with respect thereto, are filed as Exhibit 99.2 and
incorporated by reference in this annual report on Form 40-F.

MANAGEMENTS DISCUSSION AND ANALYSIS

The Companys managements discussion and analysis (MD&A)
is filed as Exhibit 99.3 and incorporated by reference in this annual
report on Form 40-F.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Company
may have tax consequences under the laws of the United States and Canada that
are not described in this annual report on Form 40-F. Holders of the Companys
common shares should consult their own tax advisors regarding the tax
consequences of purchasing, holding, or disposing of securities of the Company.

U.S. holders of the Companys common shares should be aware
that the Company believes it was classified as a passive foreign investment
company ("PFIC") during the tax year ended December 31, 2013, and based on
current business plans and financial expectations, the Company expects that it
will be a PFIC for the current tax year.

If the Company is a PFIC for any year during a U.S.
shareholders holding period, then such U.S. shareholder generally will be
required to treat any gain realized upon a disposition of the Companys common
shares, or any so-called excess distribution received on the Companys common
shares, as ordinary income, which must be allocated ratably to each day of the
U.S. shareholders holding period, which is taxed at the highest rate of tax in
effect for each respective year allocated, and to pay an interest charge on a
portion of such gain or distributions, unless the shareholder makes a timely and
effective qualified electing fund (QEF) election or a "mark-to-market"
election with respect to the Companys common shares. A U.S. shareholder who
makes a QEF election generally must report on a current basis its share of the
Company's net capital gain and ordinary earnings for any year in which the
Company is a PFIC, whether or not the Company distributes any amounts to its
shareholders. For each tax year that the Company is a PFIC, the Company will
make available the PFIC annual information statement as provided pursuant to
Treasury Regulation section 1.1295 -1 (g) (1) on its website at
www.augustaresource.com. A U.S. shareholder who makes the mark-to-market
election generally must include as ordinary income each year the excess of the
fair market value of the Companys common shares over the taxpayers basis
therein.

Each U.S. shareholder should consult its own tax advisor
regarding the PFIC rules and the U.S. federal income tax consequences of the
acquisition, ownership, and disposition of the Companys common shares.

3

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ADDITIONAL RISK FACTORS APPLICABLE TO U.S. INVESTORS

It may be difficult to enforce judgments or bring actions
outside the United States against the Company and certain of our
directors.

The Company is a Canadian corporation and certain of its
directors are neither citizens nor residents of the United States. A substantial
part of the assets of several of these persons, are located outside the United
States. As a result, it may be difficult or impossible for an investor:

- to enforce in courts outside the United States judgments obtained in United
  States courts based upon the civil liability provisions of United States
  federal securities laws against these persons and us; or
- to bring in courts outside the United States an original action to enforce
  liabilities based upon United States federal securities laws against these
  persons and us.

The Company believes that it was a passive foreign
investment company during 2013, which may have a material effect on U.S.
holders.

The Company believes it was a passive foreign investment
company (PFIC) during the year ended December 31, 2013, and may be a PFIC for
subsequent tax years, which may have a material effect on United States
shareholders (US Holders). United States income tax legislation contains rules
governing PFICs, which can have significant tax effects on US Holders of foreign
corporations. If the Company is a PFIC for any year during a U.S. shareholders
holding period, then such U.S. shareholder generally will be required to treat
any gain realized upon a disposition of the Companys common shares, or any
so-called excess distribution received on the Companys common shares, as
ordinary income, which must be allocated ratably to each day of the U.S.
shareholders holding period, which is taxed at the highest rate of tax in
effect for each respective year allocated, and to pay an interest charge on a
portion of such gain or distributions, unless the shareholder makes a timely and
effective qualified electing fund (QEF) election or a "mark-to-market"
election with respect to the Companys common shares. A U.S. shareholder who
makes a QEF election generally must report on a current basis its share of the
Company's net capital gain and ordinary earnings for any year in which the
Company is a PFIC, whether or not the Company distributes any amounts to its
shareholders. For each tax year that the Company is a PFIC, the Company will
make available the PFIC annual information statement as provided pursuant to
Treasury Regulation section 1.1295 -1(g)(1) on its website at
www.augustaresource.com. A U.S. shareholder who makes the mark-to-market
election generally must include as ordinary income each year the excess of the
fair market value of the Companys common shares over the taxpayers basis
therein. Additional adverse rules would apply to U.S. Holders for any year the
Company is a PFIC and the Company owns or disposes of shares in another
corporation which is a PFIC. Each U.S. shareholder should consult its own tax
advisor regarding the PFIC rules and the U.S. federal income tax consequences of
the acquisition, ownership, and disposition of the Companys common shares.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this annual report on Form
40-F for the fiscal year ended December 31, 2013, an evaluation was carried out
under the supervision of, and with the participation of, the Companys
management, including its principal executive officer (CEO) and its principal
financial officer (CFO), of the effectiveness of the design and operation of
the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that
evaluation, the Companys CEO and CFO have concluded that the 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 under the Exchange Act is (i) recorded, processed, summarized and
reported, within the time periods specified in the SECs rules and forms, and
(ii) accumulated and communicated to management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.

4

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Managements Annual Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in Rules
13a-15(f) under the Exchange Act. A companys internal control over financial
reporting is a process designed by, or under the supervision of, the Companys
CEO and CFO 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.

A companys internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) 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 (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements. It should be noted that a control
system, no matter how well conceived or operated, can only provide reasonable
assurance, not absolute assurance, that the objectives of the control system are
met. Also, 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 policies and procedures may
deteriorate.

Management, including the CEO and CFO, assessed the
effectiveness of the Companys internal control over financial reporting as of
December 31, 2013. In making this assessment, management used the criteria set
forth in the Internal Control Integrated Framework issued by the original
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on its assessment, management has concluded that, as of December 31, 2013, the
Companys internal control over financial reporting was effective and no
material weaknesses in the Companys internal control over financial reporting
were discovered.

The Company is required to provide an auditors attestation
report on its internal control over financial reporting for the fiscal year
ended December 31, 2013. In this annual report on Form 40-F, the Companys
independent registered auditor, Ernst & Young LLP, must state its opinion as
to the effectiveness of the Companys internal control over financial reporting
for the fiscal year ended December 31, 2013. Ernst & Young LLP has audited
the Companys consolidated financial statements included in this annual report
on Form 40-F and has issued an attestation report on the Companys internal
control over financial reporting.

Auditors Attestation Report

Ernst & Youngs attestation report on the Companys
internal control over financial reporting is attached hereto as Exhibit
99.4 to this annual report on Form 40-F and is incorporated by reference
herein.

Changes in Internal Control over Financial Reporting

5

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There have been no changes in the Companys internal control
over financial reporting during its fiscal year ended December 31, 2013, that
have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

CORPORATE GOVERNANCE

The Companys Board of Directors (the Board of Directors) is
responsible for the Companys corporate governance and has a separately
designated Corporate Governance and Nominating Committee and Compensation
Committee. The Companys Board of Directors has determined that both the
Nominating and Corporate Governance Committee and Compensation Committee are
comprised of independent directors, based on the requirements for independence
and unrelatedness set forth in Section 803A of the NYSE MKT Company Guide. The
Companys Nominating and Corporate Governance Committee Charter and Compensation
Committee Charter may be found on the Companys website at
www.augustaresource.com.

AUDIT COMMITTEE

Audit Committee

The Company has a separately designated standing Audit
Committee (the Audit Committee) established in accordance with Section
3(a)(58)(A) of the Exchange Act. The Companys Audit Committee is composed of
Christopher M. H. Jennings, W. Durand Eppler and Lenard F. Boggio all of whom,
in the opinion of the directors, are independent (as determined under Rule 10A-3
of the Exchange Act and Section 803A of the NYSE MKT Company Guide) and are
financially literate. Please refer to the Companys AIF attached as Exhibit
99.1 to this annual report on Form 40-F for details in connection with each
of these members and their qualifications.

The members of the Audit Committee do not have fixed terms and
are appointed and replaced from time to time by resolution of the directors.

The Audit Committee meets with the President and CEO, the CFO
and the Companys independent auditors to review and inquire into matters
affecting financial reporting, the system of internal accounting and financial
controls, as well as audit procedures and audit plans. The Audit Committee also
recommends to the Board of Directors which independent registered public
auditing firm should be appointed by the Company. In addition, the Audit
Committee reviews and recommends to the Board of Directors for approval of the
annual consolidated financial statements, the MD&A, and undertakes other
activities required by exchanges on which the Companys securities are listed
and by regulatory authorities to which the Company is held responsible.

The full text of the Audit Committee Charter is attached as
Appendix 1 to the Companys AIF, attached hereto as Exhibit
99.1,and is incorporated by reference in this annual report on Form
40-F.

Audit Committee Financial Expert

The Companys Board of Directors has determined that Lenard F.
Boggio qualifies as a financial expert (as defined in Item 407(d)(5)(ii) of
Regulation S-K under the Exchange Act), is financially sophisticated as
determined in accordance with Section 803B(2)(iii), and is independent (as
determined under Exchange Act Rule 10A-3 and Section 803A of the NYSE MKT
Company Guide).

PRINCIPAL ACCOUNTING FEES AND SERVICES  INDEPENDENT
AUDITORS

The following table shows the aggregate fees billed in Canadian
dollars to the Company by Ernst & Young LLP, Chartered Accountants, its
external auditor, in each of the last two years.

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Years ended December 31,2013
    2012Audit(1)
    $310,000
    $290,909Audit Related(2)
    $32,373
    -Tax(3)
    $46,100
    $61,360All Other Fees
    -
    -Total
    $388,473
    $352,269


|(1) | The aggregate audit fees billed and accrued.                                                                                                                                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The aggregate fees billed for audit related services that
      are reasonably related to the performance of the audit or review of the
      Companys financial statements, which are not included under the heading
      Audit.
|(3) | Corporate income tax returns, tax advisory and planning
      fees.                                                                                                                                                                  

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS

The Audit Committee nominates and engages the independent
auditors to audit the consolidated financial statements and approves all audit,
audit-related services, tax services and other services provided by the
Companys external auditors. Any services provided by the Companys external
auditors that are not specifically included within the scope of the audit must
be pre-approved by the audit committee prior to any engagement. The Chair of the
Audit Committee is permitted to pre-approve work undertaken by the Companys
external auditors between Audit Committee meetings of up to $25,000 per
engagement.

OFF-BALANCE SHEET TRANSACTIONS

The Company has an off-balance sheet arrangement with Silver
Wheaton Corp. which provides for the Company to deliver to Silver Wheaton Corp.
silver and gold credits equivalent to all of the payable silver and gold ounces
produced at the Rosemont Project at a price equal to the lower of $3.90 per
ounce for silver and $450 per ounce for gold (escalated by 1% per annum after
the first three years of production), or prevailing market prices, in exchange
for $230 million to fund construction of the Rosemont Project. These funds form
a vital part of the Companys equity contribution towards funding of Rosemonts
construction costs. These funds can only be drawn after the satisfaction of
certain conditions precedent, including, inter alia, receipt of all of
the major permits and the arrangement of committed project financing. The
Company expects to also receive approximately $375 million from Silver Wheaton
for the deliveries of silver and gold credits equivalents over the life of the
Rosemont Mine.

CODE OF ETHICS

The Company has adopted a Code of Business Conduct and Ethics
(the Code) for all its directors, executive officers and employees. The Code
was revised on November 13, 2009, and is filed as Exhibit 99.5 to
this annual report on Form 40-F. The Code is available on the Companys website
at www.augustaresource.com.

All further amendments to the Code, and all waivers of the Code
with respect to any of the officers covered by it, will be posted on the
Companys website, furnished to the SEC under a Current Report on Form 6-K, and
provided in print to any shareholder who requests them.

There have been no waivers or implicit waivers to the Code
during the Companys fiscal year ended December 31, 2013. During the Companys
fiscal year ended December 31, 2013, certain non-material amendments were made to the Code to increase clarity.
Shareholders may submit a request online at the Companys website
www.augustaresource.com for a free printed copy of the Code.

7

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CONTRACTUAL OBLIGATIONS

The following table lists as of December 31, 2013, information
with respect to the Companys known contractual obligations:

|                                          |   | Lessthan1year |  |   | 1-3years    |  |   | 3-5years    |  |   | Morethan5 
    years |  |   | Total        | 
|----------------------------------------- | - | ------------- |  | - | ----------- |  | - | ----------- |  | - | -------------------- |  | - | ------------ | 
|                                          |   |               |  |   |             |  |   |             |  |   |                      |  |   |              | 
|Accounts payable and accrued liabilities  | $ | 4,425,550     |  | $ | -           |  | $ | -           |  | $ | -                    |  | $ | 4,425,550    | 
|Other liability                           |   | 3,615,125     |  |   | -           |  |   | -           |  |   | -                    |  |   | 3,615,125    | 
|Long-term debt (Notes 1 and 2)            |   | 100,062,301   |  |   | 1,316,284   |  |   | 10,067,852  |  |   | -                    |  |   | 111,446,437  | 
|JPAR and right of way                     |   | 15,081,570    |  |   | -           |  |   | -           |  |   | -                    |  |   | 15,081,570   | 
|Property, plant and equipment             |   | 1,851,100     |  |   | -           |  |   | -           |  |   | -                    |  |   | 1,851,100    | 
|Deposits on long-lead equipment purchases |   | -             |  |   | 60,795,405  |  |   | -           |  |   | -                    |  |   | 60,795,405   | 
|Operating lease obligations               |   | 1,254,529     |  |   | 2,964,301   |  |   | 2,723,944   |  |   | 33,077,942           |  |   | 40,020,716   | 
|                                          | $ | 126,290,175   |  | $ | $65,075,990 |  | $ | $12,791,796 |  | $ | 33,077,942           |  | $ | $237,235,903 | 

Note 1. In the event of a change in control, the Cdn$10
million Notes, along with accrued and unpaid interest, is subject to an
accelerated conversion (the Change of Control Payment) concurrent with the
closing of the change of control transaction. The Change of Control Payment is
payable in either cash or common shares of the Company at the option of the Note
Holders.

Note 2. The Company may extend the repayment of the Red Kite
loan for up to three additional months subject to an extension fee for each
month the loan is extended.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR
that the Company sent during the year ended December 31, 2013, concerning any
equity security subject to a blackout period under Rule 101 of Regulation
BTR.

NYSE MKT CORPORATE GOVERNANCE

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

Shareholder Meeting Quorum
Requirement: The NYSE MKT minimum quorum requirement for a shareholder
meeting is one-third of the outstanding shares of common stock. In addition, a
company listed on the NYSE MKT is required to state its quorum requirement in
its bylaws. The Companys quorum requirement is set forth in its Memorandum and
Articles. A quorum for a meeting of members of the Company is two persons who
are, or who represent by proxy, shareholders who, in the aggregate, hold at
least 5% of the shares entitled to be voted at the meeting.

8

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

Audit Committee Composition
Requirement: The NYSE MKT requires that a listed companys audit committee
consist of at least one member that qualifies as financially sophisticated.
Section 3.1(4) of National Instrument 52-110  Audit Committees (NI
52-110) requires that the Companys audit committee consist of individuals that
are financially literate. The Companys Audit Committee complies with NI
52-110.

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

In addition, the Company may from time-to-time seek relief from
NYSE MKT corporate governance requirements on specific transactions under
Section 110 of the NYSE MKT Company Guide by providing written certification
from independent local counsel that the non-complying practice is not prohibited
by our home country law, in which case, the Company shall make the disclosure of
such transactions available on its website at www.augustaresource.com.
Information contained on the Companys website is not part of this annual report
on Form 40-F.

MINE SAFETY DISCLOSURE

During the fiscal year ended December 31, 2013, the Company had no specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to the Company’s United States operations requiring disclosure pursuant to General Instructions B.(16) of the Form 40-F. The Company does not report citations related to violations that would not significantly and substantially contribute to the cause and effect of a coal or other mine safety health hazard (non S&S) under Section 104(a) of the Federal Mine Safety and Health Act of 1977, and the related penalties.

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

The Company previously filed an Appointment of Agent for
Service of Process and Undertaking on Form F-X with the SEC on May 16, 2011,
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 agent for service of process will be communicated promptly to the SEC by
amendment to Form F-X referencing the Companys file number.

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EXHIBIT INDEX

The following exhibits have been filed as part of this annual
report on Form 40-F:

|Exhibit            | Description                                                                                                                                                                           
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Annual Information
|99.1.              | Annual Information Form of the
      Company for the year ended December 31, 2013                                                                                                     
|99.2.              | Audited consolidated financial statements of
      the Company and notes thereto for the years ended December 31, 2013 and
      2012 together with the report of the auditors thereon
|99.3.              | Managements Discussion and
      Analysis for the year ended December 31, 2013                                                                                                       
|99.4.              | Report of Independent Registered Chartered
  Accountants  attestation of internal controls over financial reporting                                                                  
|99.5.              | Code of Business Conduct and
      Ethics                                                                                                                                             
|                   |                                                                                                                                                                                       
|Certifications    
|99.6.              | Certificate of Chief Executive Officer Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                
|99.7.              | Certificate of Chief Financial
      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                
|99.8.              | Certificate of Chief Executive Officer Pursuant
      to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                           
|99.9.              | Certificate of Chief Financial
      Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002                           
|                   |                                                                                                                                                                                       
|Consents           |                                                                                                                                                                                       
|99.10.             | Consent of Ernst & Young LLP                                                                                                                                                          
|99.11.             | Consent of Conrad Huss of M3
      Engineering & Technology Corporation                                                                                                               
|99.12.             | Consent of Thomas L. Drielick of M3 Engineering
      & Technology Corporation                                                                                                        
|99.13.             | Consent of Susan Bird of Moose
      Mountain Technical Services                                                                                                                      
|99.14.             | Consent of John Ajie of URS Washington Division                                                                                                                                       
|99.15.             | Consent of Robert Fong,
      Principal Mining Engineer                                                                                                                               

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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.

| | AUGUSTA RESOURCE CORPORATION
| | ----------------------------
| |                             
| |                             
| | By:                         
| | Name:                       
| | Title:                      

Date: March 31, 2014

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