UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 40-F/A (Amendment No. 1) |
[_]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: 001-31739 |
AURICO GOLD INC.
(Exact Name of Registrant as Specified in its Charter)
| Ontario, Canada | 1040 | Not Applicable |
| (Province or other jurisdiction of | (Primary Standard | (I.R.S. Employer Identification No.) |
| incorporation or organization) | Industrial Classification | |
| Code) |
110 Yonge Street, Suite 1601
Toronto, Ontario M5C 1T4
(647) 260-8880
(Address and Telephone Number of Registrant’s Principal Executive Offices)
DL Services Inc.
701 Fifth Avenue, Suite 6100
Seattle, WA 98101
(206) 903-8800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United
States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Name of Each Exchange On Which Registered: |
| Common shares, no par value | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
For annual reports, indicate by check mark the information filed with this form:
| [X] Annual Information Form | [X] Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the Annual Report: 247,569,811
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [_] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[_] Yes [_] No
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EXPLANATORY NOTE
AuRico Gold Inc. (the “Corporation” or the “Registrant”) is filing this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 40-F for the fiscal year ended December 31, 2013 (the “Original Filing”), filed with the United States Securities and Exchange Commission (the “Commission”) on March 3, 2013. We are filing this Amendment for the sole purpose of filing exhibit 99.16, the Consent of Ken Major, and updating the exhibit index list. Except for the matters described above, this Amendment does not modify or update our disclosures in the Original Filing filed with the Commission.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
AURICO GOLD INC.
By: /s/ Robert Chausse
Name: Robert Chausse
Title: Executive Vice President & CFO
Date: March 6, 2014
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EXHIBIT INDEX
| 99.1* | Annual Information Form of the Corporation for the year ended December 31, 2013 |
| 99.2 * | Management’s Discussion and Analysis for the year ended December 31, 2013 |
| 99.3 * | Consolidated Audited Financial Statements, as at and for the year ended December 31, 2013 and 2012, including the auditors’ report thereon |
| 99.4 * | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13(a)-14(a) or 15(d)- 14 of the Securities Exchange Act of 1934 |
| 99.5 * | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 99.6 * | Consent of KPMG LLP, Chartered Accountants |
| 99.7 * | Consent of Chris Bostwick |
| 99.8 * | Consent of Jeff Volk |
| 99.9 * | Consent of Gordon Skrecky |
| 99.10 * | Consent of Harold Bent |
| 99.11 * | Consent of Jarek Jakubec |
| 99.12 * | Consent of Chris Elliott |
| 99.13 * | Consent of Pacifico (Virgil) Corpuz |
| 99.14 * | Consent of Andrew Jennings |
| 99.15 * | Consent of Andrew Witte |
| 99.16 | Consent of Ken Major |
*Previously filed
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