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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, 2008

Commission file number: 001-32943



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

|Canada                                                                  | 1041                                                    | N/A                                 
|----------------------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------
|(Province or other jurisdiction of incorporation or
      organization) | (Primary Standard Industrial Classification
      Code) | (I.R.S. Employer Identification No.)

400  837 West Hastings Street Vancouver, British
Columbia, Canada V6C 3N6 (604) 687-1717(Address and
Telephone Number of Registrants Principal Executive Offices)

|Dorsey & Whitney LLP                                                           | Copies to:                         
|------------------------------------------------------------------------------ | -----------------------------------
|Republic Plaza Building, Suite 4700                                            | Kenneth G. Sam                     
|370 Seventeenth Street                                                         | Dorsey & Whitney LLP               
|Denver, Colorado 80202                                                         | Republic Plaza Building, Suite 4700
|(303) 629-3400                                                                 | 370 Seventeenth Street             
|(Name, address (including zip code) and telephone number
      (including area | Denver, Colorado 80202             
|code) of agent for service in the United States)                               | (303) 629-3445                     

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 Amex                                 

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                                                        

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, 2008, 88,734,261common
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

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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 1 to this annual report.

The Companys forward-looking statements contained in the
exhibits incorporated by reference into this annual report 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, 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 in accordance with Canadian disclosure requirements, which differ from those of
the United States. The Company prepares its financial statements, which are
filed as Exhibit 2 to this annual report on Form 40-F, in accordance with
Canadian generally accepted accounting principles (GAAP), and they are subject
to Canadian auditing and auditor independence standards. They are not comparable
to financial statements of United States companies. Significant measurement
differences between Canadian GAAP and United States GAAP are described in Note
20 of the audited consolidated financial statements of the Company.

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 1993, 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 and
the documents incorporated by reference herein contain descriptions of our
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 Canadian dollars. The exchange rate of Canadian
dollars into United States dollars, on December 31, 2008, based upon the noon
buying rate in New York City for cable transfers payable in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of New York, was
U.S.$1.00 = Cdn.$1.2240.



2

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ANNUAL INFORMATION FORM

The Companys AIF for the fiscal year ended December 31, 2008
is filed as Exhibit 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, 2008, 2007 and 2006, including the report of
the independent auditor with respect thereto, are filed as Exhibit 2and
incorporated by reference in this annual report on Form 40-F. For a
reconciliation of material measurement differences between Canadian and United
States GAAP, see Note 20 to the Companys audited consolidated financial
statements.

MANAGEMENTS DISCUSSION AND ANALYSIS

The Companys managements discussion and analysis (MD&A)
is filed as Exhibit 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.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this annual report for the
fiscal year ended December 31, 2008, an evaluation was carried out under the
supervision of, and the with the participation of, the Companys management,
including its Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), of the effectiveness of the design and operation of the Companys
disclosure controls and procedures (as defined in 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 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

3

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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, 2008. 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, 2008, 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, 2008. In this annual report, 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, 2008. 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 as Exhibit 4 to
this annual report and is incorporated by reference in this annual report on
Form 40-F.

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, 2008 that
have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

CORPORATE GOVERNANCE

The Company has a Nominating and Corporate Governance Committee comprised of independent directors, as determined by the Company’s Board of Directors.   In addition, it has a Compensation Committee also comprised of independent directors, as determined by the Company’s Board of Directors based on the requirements for independence and unrelatedness set forth in section 803 of the NYSE Amex Company Guide.  The Company’s  Nominating and Corporate Governance 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 established in accordance with section 3(a)(58)(A) of the Exchange
Act. The Companys Audit Committee is composed of Michael A. Steeves, W. Durand
Eppler and Robert P. Wares, all of whom, in the opinion of the directors, are
independent (as determined under Rule 10A-3 of the Exchange Act and section 803
of the NYSE Amex Company Guide) and are financially literate. Please refer to
the Companys AIF attached as Exhibit 1 to this annual report 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.

4

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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 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 Michael A.
Steeves qualifies as a financial expert (as defined in Item 407 of Regulation
S-K under the Exchange Act) and is independent (as determined under Exchange Act
Rule 10A-3 and section 803 of the NYSE Amex Company Guide).

PRINCIPAL ACCOUNTING FEES AND SERVICES  INDEPENDENT
AUDITORS

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

Years ended December 312008
    2007Audit(1)
    $258,000
    $185,000Audit
      Related(2)
    $Nil
    $NilTax(3)
    $Nil
    $13,240All Other Fees
    $880
    $NilTotal
    $258,880
    $198,240


|(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 Fees.
|(3) | Fees related to advice on tax considerations for
      inclusion in the feasibility study on the Rosemont
  property.                                                                                                                     

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

The Audit Committee nominates and engages the independent
auditors to audit the 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 does not have any off-balance sheet financing
arrangements or relationships with unconsolidated special purpose entities.

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 filed with the SEC as Exhibit 99.1 to the Companys 5 Form 6-K filed on May 9, 2007. The Code is available on the
Companys website at www.augustaresource.com.

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 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 amendments, waivers or implicit waivers to
  the Code during the fiscal year ended December 31, 2008. Shareholders may submit
  a request online at the Companys website www.augustaresource.com for a free
  printed copy of the Companys Code of Ethics.

5

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CONTRACTUAL OBLIGATIONS

The following table lists as of December 31, 2008 information
  with respect to the Companys known contractual obligations.

|                                                           |   | Payments due by period | 
|---------------------------------------------------------- | - | ---------------------- | 
|                                                           |   |                        | 
|Contractual
      Obligations                              |   | Total                  | 
|Accounts payable and accrued liabilities (1)               | $ | 4,612,191              | 
|Notes and loan facility (2)                                |   | 27,359,876             | 
|Long-lead equipment (3)                                    |   | 113,830,626            | 
|ASARCO production payment (4)                              |   | 3,183,960              | 
|Operating lease obligations (5)                            |   | 331,620                | 
|Engineering,
      Procurement and Construction Management |   | 67,440,000             | 
|[6]Total                                                   | $ | 216,758,273            | 

(1)
      Represents accounts payable and accrued liabilities due
        within the next 12 months.(2)
      US$2,223,720 promissory note for the purchase of a 53
        acre parcel of land south of Tucson for a well field, pump station, and as
        a possible water recharge location. The promissory note bears interest at
        8% and requires 4 equal payments for principal and interest of US$556,945
        on the February 20 anniversary date commencing February 2008. Also,
        $24,631,736 (US$20,123,967) has been drawn on the loan facility with
        Sumitomo plus accrued interest for the purchase of long-lead
        equipment.(3)
      Augusta has signed agreements and letter awards for
        long-lead equipment. Provisions in the agreements allow the Company under
        certain circumstances and conditions to assign/transfer/or sell the
        contracts to third parties. In the event Augusta does not make the
        necessary progress payments through to completion of the contract amounts
        paid to date are not refundable.(4)
      Augusta reached an agreement with ASARCO settling the
        ownership issue with Rosemont. Under the Terms of Settlement, Augusta will
        pay ASARCO certain specified annual production payments, without
        interest,. Augusta has the right of a pre-production, pre-payment option
        for these annual payments at the net present value of the aggregate
        payments, using an agreed 18% discount rate.(5)
      Represents Glendale office rent of US$6,900 per month,
        under a 36 month lease agreement expiring on June, 2011 and US$1,100 per
        month for lodging premises in Tucson, under a 12 month lease agreement
        expiring on July 31, 2009 and Office equipment for approximately US$1,000
        per month expiring at the end of 2011.(6)
      Represents engineering, procurement and construction
        management services contract with M3 Engineering & Technology
        Corporation for the Rosemont project.


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, 2008 concerning any
  equity security subject to a blackout period under Rule 101 of Regulation BTR.

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NYSE AMEX CORPORATE GOVERNANCE

The Company’s common shares are listed on the NYSE Amex.  Section 110 of the NYSE Amex Company Guide permits the NYSE Amex to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE Amex listing criteria, and to grant exemptions from NYSE Amex 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 Amex standards is as follows:

Shareholder Meeting Quorum
Requirement: The NYSE Amex 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 Amex 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 Amex 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.

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 Amex corporate governance requirements on specific transactions under Section 110 of the NYSE Amex 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.

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 July 14, 2006, with respect to the class of securities in relation to
which the obligation to file this annual report on Form 40-F arises.

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EXHIBIT INDEX

The following exhibits have been filed as part of the Annual
  Report:

|Exhibit            | Description                                                                                                                                                                               
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                           
|Annual Information
|                   |                                                                                                                                                                                           
|1.                 | Annual Information Form of the
      Company for the year ended December 31, 2008                                                                                                         
|                   |                                                                                                                                                                                           
|2.                 | Audited consolidated financial
      statements of the Company and notes thereto for the years ended December
    31, 2008, 2007 and 2006 together with the report of the auditors thereon
|                   |                                                                                                                                                                                           
|3.                 | Managements Discussion and
      Analysis for the years ended December 31, 2008, 2007 and 2006                                                                                           
|                   |                                                                                                                                                                                           
|4.                 | Report of Independent Registered
      Chartered Accountants  attestation of internal controls over financial
      reporting.                                                           
|                   |                                                                                                                                                                                           
|Certifications    
|                  
|5.                 | Certificate of Chief Executive
      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                    
|                   |                                                                                                                                                                                           
|6.                 | Certificate of Chief Financial
      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                    
|                   |                                                                                                                                                                                           
|7                  | 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                               
|                   |                                                                                                                                                                                           
|8.                 | 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          
|                   |                                                                                                                                                                                           
|9.                 | Consent of Ernst & Young LLP                                                                                                                                                              
|                   |                                                                                                                                                                                           
|10.                | Consent of Conrad Huss of M3
      Engineering & Technology Corporation                                                                                                                   
|                   |                                                                                                                                                                                           
|11.                | Consent of Thomas L. Drielick of
      M3 Engineering & Technology Corporation                                                                                                            
|                   |                                                                                                                                                                                           
|12.                | Consent of William L. Rose of WLR
      Consulting Inc.                                                                                                                                   
|                   |                                                                                                                                                                                           
|13.                | Consent of John Ajie of URS
      Washington Division                                                                                                                                     
|                   |                                                                                                                                                                                           
|14.                | Consent of Robert Fong of Moose
      Mountain Technical Services                                                                                                                         

8

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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 25, 2009

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