---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F

[   ] REGISTRATION STATEMENT PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACTOF 1934

OR

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

For the fiscal year ended December 31, 2012

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 600  837 West Hastings StreetVancouver,
British Columbia, Canada V6C 3N6(604) 687-1717(Address
and Telephone Number of Registrants Principal Executive Offices)

Dorsey & Whitney LLPSuite 400 - 1400 Wewatta
StreetDenver, 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, 2012, 144,086,728 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

---

EXPLANATORY NOTE

Augusta Resource Corporation (the Company 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 concerning
anticipated results and developments in the operations of the Company in future
periods, planned exploration activities, the adequacy of the Companys financial
resources and other events or conditions that may occur in the future.
Forward-looking statements are frequently, but not always, identified by words
such as expects, anticipates, believes, intends, estimates,
potential, possible and similar expressions, or statements that events,
conditions or results will, may, could or should (or the negative and
grammatical variations of any of these terms) occur or be achieved.
Forward-looking statements or information include, but are not limited to,
statements or information with respect to known or unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements or information. Forward-looking statements or
information are 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 or information, including, without limitation, risks
and uncertainties relating to the Companys plans at its Rosemont Property and
other mineral properties, the interpretation of drill results and the estimation
of mineral resources and reserves, the geology, grade and continuity of mineral
deposits, the possibility that future exploration, development or mining results
will not be consistent with the Companys expectations, metal recoveries,
accidents, equipment breakdowns, title matters, labor disputes or other
unanticipated difficulties with or interruptions in production and operations,
the potential for delays in exploration or development activities or the
completion of feasibility studies, the inherent uncertainty of production and
cost estimates and the potential for unexpected costs and expenses, commodity
price fluctuations, currency fluctuations, failure to obtain adequate financing
on a timely basis, the effect of hedging activities, including margin limits and
margin calls, regulatory restrictions, including environmental regulatory
restrictions and liability, the speculative nature of mineral exploration,
dilution, competition, loss of key employees, and other risks and uncertainties,
including those described in the Annual Information Form (AIF) of the Company
filed as Exhibit 99.1to 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

---

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 99.2to 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 1to 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.

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, 2012, based upon the noon
rate of exchange as quoted by the Bank of Canada, was U.S.$1.00 =
Cdn.$0.9949

2

---

ANNUAL INFORMATION FORM

The Companys AIF for the fiscal year ended December 31, 2012
is filed as Exhibit 99.1and 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, 2012 and 2011, including the report of the
independent auditor with respect thereto, are filed as Exhibit 99.2and
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 99.3and 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, 2012, 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, 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.

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:

3

---

- 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 2012, 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, 2012 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. A U.S. Holder who holds stock in a foreign corporation during any
year in which such corporation qualifies as a PFIC is subject to United States
federal income taxation under one of two alternative tax regimes at the election
of each such U.S. Holder. The United States federal income tax consequences to a
U.S. Holder of the acquisition, ownership, and disposition of common shares will
depend on whether such US Holder makes an election to treat the Company as a
qualified electing fund or QEF under Section 1295 of the Code (QEF
Election) or a mark-to-market election under Section 1296 of the Code
(Mark-to-Market Election). Upon written request by a U.S. Holder, the Company
will make available the information necessary for such U.S. Holder to make QEF
Elections with respect to the Company. 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.

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, 2012, an evaluation was carried out
under the supervision of, and the 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.

Managements 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.

4

---

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, 2012. In making this assessment, management used the criteria set
forth in the Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on its
assessment, management has concluded that, as of December 31, 2012, 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, 2012. 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, 2012. Ernst & Young LLP has audited
the Companys 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 99.4to this annual report on Form 40-F and is incorporated by reference
herein.

Changes in Internal Control over Financial Reporting

There have been no changes in the Companys internal control
over financial reporting during its fiscal year ended December 31, 2012 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.

5

---

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 Robert P. Pirooz 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
99.1to this annual report on Form 40-F for details in connection with each
of these members and their qualifications. John R. Brodie served as an Audit
Committee member and financial expert until his unexpected passing on February
24, 2013.

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, the 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 the
annual 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 does not currently have a financial expert as
defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act due to
the unexpected passing of Mr. Brodie on February 24, 2013. The Company is
relying on NI 52-110 (as defined herein) and Section 110 of the NYSE MKT Company
Guide with respect to the qualifications of the members of the Audit Committee
until a financial expert is qualified and appointed to the Audit Committee.
The Company has commenced a search to find a director that qualifies as a
financial expert to serve on the Audit Committee.

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.

Years ended December 31,2012
    2011Audit(1)
    $290,909
    $327,200Audit Related(2)
    -
    $2,000Tax(3)
    $61,360
    $73,504All Other Fees
    -
    -Total
    $352,269
    $402,704


|(1) | The aggregate audit fees billed.                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 Fees.
|(3) | Corporate income tax returns, tax advisory and planning
      fees.                                                                                                                                                                       

6

---

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 Chairman 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 off-balance sheet arrangements under its
agreement with Silver Wheaton Corp. whereby the Company has agreed to sell all
of its silver and gold ounces produced at the lower of $3.90 per ounce of silver
and $450 per ounce of gold delivered, or prevailing market price, in exchange
for upfront cash payments of $230 million and contracts in place for the
purchase of long-lead equipment. There were no material capital lease
agreements.

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 99.5to
this annual report on Form 40-F. The Code is also 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 web site, 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, 2012. During the Companys
fiscal year ended December 31, 2010 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.

CONTRACTUAL OBLIGATIONS

The following table lists as of December 31, 2012 information
with respect to the Companys known contractual obligations:

|                                            |   | December 31, |  |   | December 31, | 
|------------------------------------------- | - | ------------ |  | - | ------------ | 
|(in
      thousands)                        |   | 2012         |  |   | 2011         | 
|Operating leases                            |   |              |  |   |              | 
|Within one year                             | $ | 250          |  | $ | 208          | 
|After one year but no more than five years  |   | 607          |  |   | 716          | 
|                                            |   | 857          |  |   | 924          | 
|Deposits on long-lead equipment             |   |              |  |   |              | 
|Within one year                             |   | -            |  |   | 59,463       | 
|After one year but no more than three years |   | 60,795       |  |   | 4,316        | 
|                                            |   | 60,795       |  |   | 63,779       | 
|CAP Water Delivery System                   |   |              |  |   |              | 
|Within one
      year                       |   | 2,215        |  |   | -            | 
|Total                                       | $ | 63,867       |  | $ | 64,703       | 

7

---

NOTICES PURSUANT TO REGULATION BTR

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

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 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.

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

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act),
issuers that are operators (or that have operations), or that have a subsidiary
that is an operator (or that has operations), 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. During the fiscal
year ended December 31, 2012, the Company had no such 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 Section 1503(a) of the
Dodd-Frank Act.

8

---

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.

9

---

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, 2012                                                                                                         
|99.2.              | Audited consolidated financial statements of the Company
      and notes thereto for the years ended December 31, 2012 and 2011 together
      with the report of the auditors thereon
|99.3.              | Managements Discussion and Analysis for the years ended
      December 31, 2012                                                                                                      
|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 of Moose Mountain Technical
      Services                                                                                                                     

10

---

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 25, 2013 |                             

11

---