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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2009

or

[   ]      TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-49995

ARGENTEX MINING CORPORATION(Exact name of registrant as specified in its charter)

|Delaware                                         | 71-0867623                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

602 - 1112 West Pender Street, Vancouver, British Columbia
Canada V6E 2S1(Address of principal executive offices) (zip
code)

604.568.2496(Registrants telephone
number, including area code)

Not Applicable(Former name, former
address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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.

Yes [X]    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

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- 2 -

(§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
[   ]     (does not yet apply to registrant)

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

|Large accelerated filer  [   ] |                                                     | Accelerated
      filer                   [  
      ]
|------------------------------ | --------------------------------------------------- | -----------------------------------------------------
|Non-accelerated filer    [  
] | (Do not check if a smaller
      reporting company) | Smaller reporting company
[X]                        

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]    No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:

35,503,669 common shares issued and outstanding as at June 8,
2009.

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- 3 -

PART I

Item 1. Financial Statements.

It is the opinion of management that the interim consolidated
financial statements for the quarter ended April 30, 2009, include all
adjustments necessary in order to ensure that the interim consolidated financial
statements are not misleading.

Our interim consolidated financial statements are stated in
United States dollars and are prepared in accordance with United States
generally accepted accounting principles.



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ARGENTEX MINING CORPORATION(An Exploration Stage Company)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
  APRIL 30,
  2009 
  (Unaudited)(Stated in U.S. Dollars)

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ARGENTEX MINING
  CORPORATION(An Exploration Stage Company)CONDENSED CONSOLIDATED BALANCE SHEETS(Stated in U.S.
    Dollars)

|                                                                               |   | April
      30 |   |   | January
      31, |  
|------------------------------------------------------------------------------ | - | -------------- | - | - | ----------------- | -
|                                                                               |   | 2009           |   |   | 2009              |  
|                                                                               |   | (unaudited)    |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|ASSETS                                                                         |   |                |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|Current                                                                        |   |                |   |   |                   |  
|Cash and cash equivalents                                                      | $ | 320,689        |   | $ | 108,560           |  
|Receivables                                                                    |   | 4,609          |   |   | 3,679             |  
|Prepaid expenses                                                               |   | 8,003          |   |   | 16,007            |  
|                                                                               |   |                |   |   |                   |  
|Total current assets                                                           |   | 333,301        |   |   | 128,246           |  
|                                                                               |   |                |   |   |                   |  
|Equipment (Note 4)                                                             |   | 34,795         |   |   | 36,845            |  
|                                                                               |   |                |   |   |                   |  
|                                                                               | $ | 368,096        |   | $ | 165,091           |  
|                                                                               |   |                |   |   |                   |  
|LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)                                     |   |                |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|Current liabilites                                                             |   |                |   |   |                   |  
|Accounts
      payable and accrued liabilities                                 | $ | 136,241        |   | $ | 115,648           |  
|Promissory note (Note 6)                                                       |   | 150,000        |   |   | 150,000           |  
|Convertible debentures (Notes 7)                                               |   | 102,709        |   |   | 100,682           |  
|                                                                               |   | 388,950        |   |   | 366,330           |  
|                                                                               |   |                |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|Stockholders' (deficiency)                                                     |   |                |   |   |                   |  
|                                                                               |   |                |   |   |                   |  
|Preferred stock,
      100,000,000 share authorized with a par value           |   |                |   |   |                   |  
|of $0.001 (issued: April 30, 2009 - Nil: January 31, 2009 -
      Nil)         |   |                |   |   |                   |  
|Preferred stock, Series A
      convertible, 2,000 authorized with a par value |   |                |   |   |                   |  
|of $0.001 (issued: April 30, 2009 - Nil: January 31, 2009 -
      Nil)         |   | -              |   |   | -                 |  
|Common stock, 100,000,000
      shares authorized with a par value             |   |                |   |   |                   |  
|of $0.001 (issued: April 30, 2009 - 34,268,887:                                |   |                |   |   |                   |  
|January 31, 2009 - 32,290,553)                                                 |   | 34,269         |   |   | 32,591            |  
|Warrants                                                                       |   | 93,493         |   |   | 93,493            |  
|Additional paid-in
      capital                                               |   | 14,684,956     |   |   | 14,093,311        |  
|Deficit
      accumulated during exploration stage                             |   | (14,833,572    | ) |   | (14,420,634       | )
|                                                                               |   |                |   |   |                   |  
|Total stockholders'
      (deficiency)                                         |   | (20,854        | ) |   | (201,239          | )
|                                                                               |   |                |   |   |                   |  
|Total liabilities and stockholders' (deficiency)                               | $ | 368,096        |   | $ | 165,091           |  

Nature of Operations(Note 2)

The accompanying notes are an integral part of these condensed
  consolidated financial statements.

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ARGENTEX MINING CORPORATION(An Exploration Stage Company)CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) 
    (Stated in U.S.
    Dollars)

|                                          |   | Three      |   |   | Three      |   |   |                |  
|----------------------------------------- | - | ---------- | - | - | ---------- | - | - | -------------- | -
|                                          |   | Months     |   |   | Months     |   |   | Inception      |  
|                                          |   | Ended      |   |   | Ended      |   |   | (December      |  
|                                          |   | April 30,  |   |   | April 30,  |   |   | 21, 2001) to   |  
|                                          |   | 2009       |   |   | 2008       |   |   | April 30, 2009 |  
|                                          |   |            |   |   |            |   |   |                |  
|Expenses                                  |   |            |   |   |            |   |   |                |  
|Consulting fees                           | $ | 156,207    |   | $ | 127,031    |   | $ | 3,134,209      |  
|Depreciation                              |   | 2,050      |   |   | 1,900      |   |   | 13,916         |  
|Foreign exchange loss                     |   | 10,088     |   |   | -          |   |   | 306,364        |  
|Investor relations and communication      |   | 36,742     |   |   | 22,285     |   |   | 1,671,352      |  
|Mineral property interests
      (Note 5) |   | 106,807    |   |   | 2,488,468  |   |   | 6,726,071      |  
|Office and sundry                         |   | 17,033     |   |   | 23,403     |   |   | 436,702        |  
|Rent                                      |   | 6,060      |   |   | 8,729      |   |   | 92,281         |  
|Professional fees                         |   | 58,144     |   |   | 169,410    |   |   | 1,096,895      |  
|Transfer agent fees                       |   | 6,316      |   |   | 21,587     |   |   | 139,350        |  
|Travel                                    |   | 9,163      |   |   | 18,650     |   |   | 281,078        |  
|Write-down of mineral claims              |   | -          |   |   | -          |   |   | 408,496        |  
|                                          |   |            |   |   |            |   |   |                |  
|                                          |   | (408,610   | ) |   | (2,881,463 | ) |   | (14,306,714    | )
|Interest (expense) income                 |   | (4,328     | ) |   | 6,234      |   |   | (526,858       | )
|                                          |   |            |   |   |            |   |   |                |  
|Net Loss                                  | $ | (412,938   | ) | $ | (2,875,229 | ) | $ | (14,833,572    | )
|                                          |   |            |   |   |            |   |   |                |  
|Basic and
      diluted loss per share    | $ | (0.01      | ) | $ | (0.10      | ) |   |                |  
|                                          |   |            |   |   |            |   |   |                |  
|Weighted average number                   |   |            |   |   |            |   |   |                |  
|of shares outstanding                     |   | 32,667,886 |   |   | 29,734,309 |   |   |                |  

The accompanying notes are an integral part of these condensed
  consolidated financial statements.

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) 
    (Stated in U.S.
    Dollars)

|                                                |   | Three     |   |   | Three      |   |   | Inception    |  
|----------------------------------------------- | - | --------- | - | - | ---------- | - | - | ------------ | -
|                                                |   | Months    |   |   | Months     |   |   | (December    |  
|                                                |   | Ended     |   |   | Ended      |   |   | 21, 2001) to |  
|                                                |   | April 30, |   |   | April 30,  |   |   | April 30,    |  
|                                                |   | 2009      |   |   | 2008       |   |   | 2009         |  
|                                                |   |           |   |   |            |   |   |              |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES      |   |           |   |   |            |   |   |              |  
|Net loss                                        | $ | (412,938  | ) | $ | (2,875,229 | ) | $ | (14,833,572  | )
|Items not
      affecting cash:                 |   |           |   |   |            |   |   |              |  
|Depreciation                                    |   | 2,050     |   |   | 1,900      |   |   | 13,916       |  
|Stock-based compensation                        |   | 101,696   |   |   | 54,154     |   |   | 2,021,618    |  
|Debt discount                                   |   | 2,027     |   |   | -          |   |   | 2,694        |  
|Shares issued to acquire mineral properties     |   | -         |   |   | -          |   |   | 3,500        |  
|Shares issued in
      payment of bonus         |   | -         |   |   | -          |   |   | 52,160       |  
|Non-cash interest                               |   | -         |   |   | -          |   |   | 333,333      |  
|Write-down of
      mineral claims              |   | -         |   |   | -          |   |   | 408,496      |  
|Changes in
      assets and liabilities:        |   |           |   |   |            |   |   |              |  
|Receivables                                     |   | (930      | ) |   | -          |   |   | (4,609       | )
|Prepaid expenses                                |   | 8,004     |   |   | 13,830     |   |   | (8,003       | )
|Accounts payable
      and accrued liabilities  |   | 20,593    |   |   | 1,048,706  |   |   | 276,129      |  
|Net cash used in
      operating activities     |   | (279,498  | ) |   | (1,756,639 | ) |   | (11,734,338  | )
|                                                |   |           |   |   |            |   |   |              |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES      |   |           |   |   |            |   |   |              |  
|Issuance of convertible
      debentures        |   | -         |   |   | -          |   |   | 1,650,000    |  
|Issuance of
      promissory note               |   | -         |   |   | -          |   |   | 790,410      |  
|Repayment of promissory notes                   |   | -         |   |   | -          |   |   | (640,410     | )
|Proceeds from
      issuance of capital stock   |   | 491,627   |   |   | 3,626,528  |   |   | 10,712,234   |  
|Net cash provided by financing
      activities |   | 491,627   |   |   | 3,626,528  |   |   | 12,512,234   |  
|                                                |   |           |   |   |            |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES            |   |           |   |   |            |   |   |              |  
|Acquisition of
      mineral property interests |   | -         |   |   | -          |   |   | (408,496     | )
|Acquisition of equipment                        |   | -         |   |   | (12,727    | ) |   | (48,711      | )
|Net cash used in
      investing activities     |   | -         |   |   | (12,727    | ) |   | (457,207     | )
|                                                |   |           |   |   |            |   |   |              |  
|Change in cash and cash
      equivalents       |   |           |   |   |            |   |   |              |  
|during the period                               |   | 212,129   |   |   | 1,857,162  |   |   | 320,689      |  
|                                                |   |           |   |   |            |   |   |              |  
|Cash and cash equivalents, beginning            |   |           |   |   |            |   |   |              |  
|of period                                       |   | 108,560   |   |   | 845,219    |   |   | -            |  
|                                                |   |           |   |   |            |   |   |              |  
|Cash and cash equivalents, end of period        | $ | 320,689   |   | $ | 2,702,381  |   | $ | 320,689      |  
|                                                |   |           |   |   |            |   |   |              |  
|Cash paid for interest during the period        | $ | -         |   | $ | -          |   | $ | 75,677       |  
|                                                |   |           |   |   |            |   |   |              |  
|Cash paid for income taxes duringthe period     | $ | -         |   | $ | -          |   | $ | -            |  

The accompanying notes are an integral part of these condensed
  consolidated financial statements.

---

ARGENTEX MINING CORPORATION(AnExplorationStageCompany)CONDENSEDCONSOLIDATEDSTATEMENTOFSTOCKHOLDERSEQUITY(DEFICIENCY)PERIODFROMJANUARY31, 2007 TO APRIL 30, 2009(Unaudited)(Stated in U.S. Dollars)

|                                |  |               |  |   |                 |  |  |            |  |   |                 |  |   |                 |   |   |          |   |   | Deficit     |   |   |               |  
|------------------------------- |  | ------------- |  | - | --------------- |  |  | ---------- |  | - | --------------- |  | - | --------------- | - | - | -------- | - | - | ----------- | - | - | ------------- | -
|                                |  | Number of     |  |   |                 |  |  |            |  |   |                 |  |   |                 |   |   |          |   |   | accumulated |   |   | Total         |  
|                                |  | Preferred     |  |   |                 |  |  | Number of  |  |   |                 |  |   |                 |   |   |          |   |   | During the  |   |   | Stockholders' |  
|                                |  | Shares Series |  |   |                 |  |  | common     |  |   |                 |  |   | Additional      |   |   |          |   |   | Exploration |   |   | Equity        |  
|                                |  | A Convertible |  |   | Par
      Value |  |  | shares     |  |   | Par
      Value |  |   | Paid-in Capital |   |   | Warrants |   |   | Stage       |   |   | (Deficiency)  |  
|                                |  |               |  |   |                 |  |  |            |  |   |                 |  |   |                 |   |   |          |   |   |             |   |   |               |  
|Balance, January 31, 2007       |  | -             |  | $ | -               |  |  | 20,996,723 |  | $ | 20,997          |  | $ | 4,978,759       |   | $ | 82,000   |   | $ | (6,204,485  | ) | $ | (1,122,729    | )
|Conversion of promissory note   |  | -             |  |   | -               |  |  | 3,720,776  |  |   | 3,720           |  |   | 1,386,348       |   |   | -        |   |   | -           |   |   | 1,390,068     |  
|Shares issued
      for cash    |  | -             |  |   | -               |  |  | 1,930,720  |  |   | 1,931           |  |   | 2,224,933       |   |   | -        |   |   | -           |   |   | 2,226,864     |  
|Shares issued for finders fee   |  | -             |  |   | -               |  |  | 180,000    |  |   | 180             |  |   | -               |   |   | -        |   |   | -           |   |   | 180           |  
|Cost of issuing
      shares    |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | (12,708         | ) |   | -        |   |   | -           |   |   | (12,708       | )
|Shares issued for services      |  | -             |  |   | -               |  |  | 150,000    |  |   | 150             |  |   | 284,350         |   |   | (82,000  | ) |   | -           |   |   | 202,500       |  
|Exercise of
      warrants      |  | -             |  |   | -               |  |  | 666,667    |  |   | 667             |  |   | 266,000         |   |   | -        |   |   | -           |   |   | 266,667       |  
|Exercise of stock options       |  | -             |  |   | -               |  |  | 666,667    |  |   | 666             |  |   | 214,001         |   |   | -        |   |   | -           |   |   | 214,667       |  
|Stock-based
      compensation  |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | 928,176         |   |   | -        |   |   | -           |   |   | 928,176       |  
|Net loss for the year           |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | -               |   |   | -        |   |   | (3,688,314  | ) |   | (3,688,314    | )
|Balance, January 31, 2008       |  | -             |  |   | -               |  |  | 28,311,553 |  |   | 28,311          |  |   | 10,269,859      |   |   | -        |   |   | (9,892,799  | ) |   | 405,371       |  
|                                |  |               |  |   |                 |  |  |            |  |   |                 |  |   |                 |   |   |          |   |   |             |   |   |               |  
|Shares issued
      for cash    |  | -             |  |   | -               |  |  | 4,279,000  |  |   | 4,280           |  |   | 4,050,720       |   |   | -        |   |   | -           |   |   | 4,055,000     |  
|Cost of issuing shares          |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | (424,386        | ) |   | 93,493   |   |   | -           |   |   | (330,893      | )
|Debt discount                   |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | 49,985          |   |   | -        |   |   | -           |   |   | 49,985        |  
|Stock-based compensation        |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | 147,133         |   |   | -        |   |   | -           |   |   | 147,133       |  
|Net loss for the year           |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | -               |   |   | -        |   |   | (4,527,835  | ) |   | (4,527,835    | )
|                                |  |               |  |   |                 |  |  |            |  |   |                 |  |   |                 |   |   |          |   |   |             |   |   |               |  
|Balance, January 31, 2009       |  | -             |  |   | -               |  |  | 32,590,553 |  |   | 32,591          |  |   | 14,093,311      |   |   | 93,493   |   |   | (14,420,634 | ) |   | (201,239      | )
|                                |  |               |  |   |                 |  |  |            |  |   |                 |  |   |                 |   |   |          |   |   |             |   |   |               |  
|Shares issued
      for cash    |  | -             |  |   | -               |  |  | 1,478,334  |  |   | 1,478           |  |   | 442,022         |   |   | -        |   |   | -           |   |   | 443,500       |  
|Cost of issuing shares          |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | (1,873          | ) |   | -        |   |   | -           |   |   | (1,873        | )
|Exercise of
      stock options |  | -             |  |   | -               |  |  | 200,000    |  |   | 200             |  |   | 49,800          |   |   | -        |   |   | -           |   |   | 50,000        |  
|Stock-based compensation        |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | 101,696         |   |   | -        |   |   | -           |   |   | 101,696       |  
|Net loss for the period         |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | -               |   |   | -        |   |   | (412,938    | ) |   | (412,938      | )
|Balance, April 30, 2009         |  | -             |  | $ | -               |  |  | 34,268,887 |  | $ | 34,269          |  | $ | 14,684,956      |   | $ | 93,493   |   | $ | (14,833,572 | ) | $ | (20,854       | )

The accompanying notes are an integral part of these condensed
  consolidated financial statements.

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED
    CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The interim financial information of the Company as of
      April 30, 2009 and for the three-month periods ended April 30, 2009 and
      2008 is unaudited, and the balance sheet as of January 31, 2009 is derived
      from audited financial statements. The accompanying condensed consolidated
      financial statements have been prepared in accordance with U. S. generally
      accepted accounting principles for interim financial statements.
      Accordingly, they omit or condense footnotes and certain other information
      normally included in financial statements prepared in accordance with U.S.
      generally accepted accounting principles. The accounting policies followed
      for quarterly financial reporting conform with the accounting policies
      disclosed in Note 2 to the Notes to Consolidated Financial Statements
      included in the Company's Annual Report on Form 10-K for the year ended
      January 31, 2009. In the opinion of management, all adjustments that are
      necessary for a fair presentation of the financial information for the
      interim periods reported have been made. All such adjustments are of a
      normal recurring nature. The results of operations for the three months
      ended April 30, 2009 are not necessarily indicative of the results that
      can be expected for the fiscal year ending January 31, 2010. The unaudited
      condensed consolidated financial statements should be read in conjunction
      with the consolidated financial statements and the notes thereto included
      in the Company's Annual Report on Form 10-K for the year ended January 31,
      2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company was incorporated in the State of Nevada,
      U.S.A., on December 21, 2001. The Companys name was changed to Argentex
      Mining Corporation on March 15, 2004. Effective September 6, 2007, holders
      representing approximately 51.82% of the Companys issued and outstanding
      common shares, adopted a resolution by way of written consent approving
      the re-domicile of the Company from the state of Nevada to the state of
      Delaware by way of merger of the Company into its wholly- owned Delaware
      subsidiary, Argentex Mining Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On November 5, 2007, the Nevada Secretary of State
      accepted for filing Articles of Merger providing for the merger of the
      Company with its wholly-owned subsidiary, Argentex Mining Corporation, a
      Delaware corporation, with the Delaware corporation being the surviving
      corporation in the merger. Also on November 5, 2007, the Delaware
      Secretary of State accepted for filing a Certificate of Merger providing
      for the same merger. These filings complete the re-domicile of the Company
      from Nevada to Delaware, as previously approved by shareholders. On March
      26, 2008, the Companys common shares were listed for trading on the TSX
      Venture Exchange in Canada under the symbol ATX as a tier 2 mining
      issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company has been in the exploration stage since its
      formation and has not yet realized any revenues from its planned
      operations. It is primarily engaged in the acquisition and exploration of
      mining properties in Argentina.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Companys condensed consolidated financial statements
      are prepared using accounting principles generally accepted in the United
      States of America applicable to a going concern, which contemplates the
      realization of assets and liquidation of liabilities in the normal course
      of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | As shown in the accompanying consolidated financial
      statements, the Company has incurred a net loss of $14,833,572 for the
      cumulative period from December 21, 2001 (inception) to April 30, 2009,
      and has no source of revenue. The future of the Company is dependent upon
      its ability to obtain financing and upon future profitable operations from
      the development of its mineral properties. Management has plans to seek
      additional capital through private placements and public offering of its
      capital stock. These conditions raise substantial doubt about the
      Companys ability to continue as a going concern. Although there are no
      assurances that managements plans will be realized, management believes
      that the Company will be able to continue operations in the future. The
      condensed consolidated financial statements do not include any adjustments
      that might result from the outcome of these
      uncertainties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These consolidated financial statements follow the same significant accounting policies as those outlined in the notes to the audited consolidated financial statements for the year ended January 31, 2009. However the Company
      clarifies its significant accounting policies as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Mineral Claim Payments and Exploration Expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred
      using the guidance in EITF 04-02 Whether Mineral Rights are Tangible or Intangible Assets. The Company assesses the carrying cost for impairment under SFAS No. 144 Accounting for Impairment of Long Lived Assets
      at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs subsequently incurred to develop such property are capitalized. Such
      costs will be amortized using the units-of-production method over the established life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent
      upon future events, the preparation of consolidated financial statements for a period involves the use of estimates which have been made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The consolidated financial statements have, in managements opinion, been properly prepared within reasonable limits of materiality and within the framework of the Companys significant accounting policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Reclassification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Acquisition costs of mineral properties, previously included in mineral property interests have been reclassified as write-down of mineral claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. This statement replaces SFAS No. 141, Business Combinationsand applies to all transactions or other events in which an entity
      (the acquirer) obtains control of one or more businesses (the acquiree), including those sometimes referred to as true mergers or mergers of equals and combinations achieved without the transfer of consideration. This
      statement establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes
      and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business
      combination. The Company adopted this statement on February 1, 2009 with no impact on its consolidated financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements. This statement applies to all entities that prepare consolidated financial statements, except not-for-profit
      organizations, and amends Accounting Research Bulletin (ARB) 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also amends certain of ARB
      51s consolidation procedures for consistency with the requirements of SFAS No. 141 (revised 2007). The Company adopted this statement on February 1, 2009 with no impact on its consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                     

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES
      (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Recent Accounting Pronouncements(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In February 2007, the FASB issued SFAS No. 159, The
      Fair Value Option for Financial Assets and Financial Liabilities 
      Including an Amendment of FASB Statement No. 115. This statement
      permits entities to choose to measure many financial instruments and
      certain other items at fair value. Most of the provisions of SFAS No. 159
      apply only to entities that elect the fair value option. However, the
      amendment to SFAS No. 115 Accounting for Certain Investments in Debt
        and Equity Securitiesapplies to all entities with available-for-sale
      and trading securities. SFAS No. 159 is effective as of the beginning of
      an entitys first fiscal year that begins after November 15, 2007, or the
      Companys fiscal year beginning January 1, 2008. Early adoption is
      permitted as of the beginning of a fiscal year that begins on or before
      November 15, 2007, provided the entity also elects to apply the provision
      of SFAS No. 157, Fair Value Measurements. The Company adopted SFAS
      No. 159 on February 1, 2008, with no material impact on its consolidated
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements. SFAS No. 157 defines fair value, establishes a
      framework for measuring fair value, and requires enhanced disclosures
      about fair value measurements. SFAS No. 157 requires companies to disclose
      the fair value of their financial instruments according to a fair value
      hierarchy as defined in the standard. Additionally, companies are required
      to provide enhanced disclosure regarding financial instruments in one of
      the categories, including a reconciliation of the beginning and ending
      balances separately for each major category of assets and liabilities. In
      February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2,
      which delays by one year the effective date of SFAS No. 157 for certain
      types of non-financial assets and non-financial liabilities. As a result,
      SFAS No. 157 will be effective for financial statements issued for fiscal
      years beginning after November 15, 2007, or the Companys fiscal year
      beginning February 1, 2008, for financial assets and liabilities carried
      at fair value on a recurring basis, and on February 1, 2009, for
      non-recurring non-financial assets and liabilities that are recognized or
      disclosed at fair value. The Company adopted SFAS No. 157 on February 1,
      2008 for financial assets and liabilities carried at fair value on a
      recurring basis, with no material impact on its consolidated financial
      statements. The Company adopted SFAS No. 157 on February 1, 2009 for
      non-recurring non-financial assets and liabilities that are recognized or
      disclosed at fair value, with no material impact on its consolidated
      financial statements.

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|4. | EQUIPMENT
|-- | ---------

| |                        |   | April
      30, 2009 | 
| | ---------------------- | - | -------------------- | 
| |                        |   |                      | 
| |                        |   | Cost                 | 
| |                        |   |                      | 
| | Office equipment       | $ | 24,404               | 
| | Furniture and fixtures |   | 8,839                | 
| | Computer equipment     |   | 14,874               | 
| |                        | $ | 48,117               | 

| |                        |   | January
      31, 2009 | 
| | ---------------------- | - | ---------------------- | 
| |                        |   |                        | 
| |                        |   | Cost                   | 
| |                        |   |                        | 
| | Office equipment       | $ | 24,357                 | 
| | Furniture and fixtures |   | 8,839                  | 
| | Computer equipment     |   | 15,515                 | 
| |                        | $ | 48,711                 | 

|5. | MINERAL PROPERTY INTERESTS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   |                           
|   | (b)                       
|   |                           
|   |                           

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|5. | MINERAL PROPERTY INTERESTS -
      Continued
|-- | --------------------------------------------

| | c) | Santa Cruz and Rio Negro Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | Pursuant to the terms of a Mineral Property Acquisition
      Agreement, dated February 24, 2004, between the Company and an affiliate
      of an ex-director of the Company, the Company acquired certain mineral
      claims located in the Santa Cruz Province of the Republic of Argentina,
      then known as the Dyakowski Property for total consideration of 833,333
      common shares of the Company (subsequently increased, as a result of a
      stock dividend, to 2,499,999). The shares have been issued and are subject
      to an Escrow Agreement whereby the shares will be released to the seller
      or returned to treasury as follows: the Company incurring exploration
      expenditures of at least $100,000  release of 166,666 common shares;
      additional expenditures of at least $400,000  release of an additional
      166,667 common shares; additional expenditures of at least $500,000 
      release of an additional 166,667 common shares; Companys geologist
      recommends further exploration  release of the remaining 333,333 common
      shares.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | At the time of each release to the Seller, if the
      Companys geologist determines the Property no longer has merit all common
      shares remaining in escrow shall be returned to the treasury of the
      Company and title to the Property shall be transferred to the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | In addition, pursuant to the terms of a Share Purchase
      Agreement, dated February 24, 2004, between the Company and an affiliate
      of an ex-director of the Company, the Company acquired a 100% interest in
      SCRN Properties Ltd. (SCRN), a Delaware corporation, the sole asset of
      which consisted of certain mineral claims located in the Rio Negro
      Province of the Republic of Argentina, known as the SCRN Property, for
      total consideration of 833,333 common shares of the Company (subsequently
      increased, as a result of a stock dividend, to 2,499,999). The shares have
      been issued and are subject to an Escrow Agreement identical to the terms
      of the escrow agreement related to the Mineral Property Acquisition
      Agreement for the Dyakowski Property, disclosed immediately above. The
      Dyakowski Property and the SCRN Property total 128,964 acres.                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | The Mineral Property Acquisition Agreement and the Share
      Purchase agreement also provide for an area of interest such that, in
      the event that the Vendor records any property claims within five (5)
      kilometres of the boundaries of either the Dyakowski Property or the SCRN
      Property, such claims will become subject to the respective
      Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | d) | Storm Cat Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | Pursuant to the terms of a mineral property acquisition
      agreement, dated February 20, 2004, between the Company and an affiliate
      of an ex-director, the Company acquired 100% interest in and to certain
      mineral claims located in the Santa Cruz and Rio Negro Provinces of the
      Republic of Argentina, known as the Storm Cat Property totalling 32,766
      acres. As consideration for the Storm Cat Property, the Company paid to
      the vendor CAD$10,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | Subsequent to acquisition of these properties, the
      Company has accounted for expenditures by province.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | e) | British Columbia Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | In February, 2006, the Company acquired a group of
      mineral exploration claims located in the Revelstoke area of British
      Columbia, Canada. The group of claims consists of 5 tenures and the
      process of transferring title was initiated March 31, 2006. The total
      purchase amount was $903.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    | In April, 2009, these claims were intentionally allowed
      to lapse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|5. | MINERAL PROPERTY INTERESTS - Continued                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                    
|   | Mineral property interest expense reflected in the
      accompanying consolidated statement of operations relates to the following
      projects:

| |                                |   | Three     |  |   | Three     |  |   | Inception    | 
| | ------------------------------ | - | --------- |  | - | --------- |  | - | ------------ | 
| |                                |   | Months    |  |   | Months    |  |   | (December    | 
| |                                |   | Ended     |  |   | Ended     |  |   | 21, 2001) to | 
| |                                |   | April 30, |  |   | April 30, |  |   | April 30,    | 
| |                                |   | 2009      |  |   | 2008      |  |   | 2009         | 
| |                                |   |           |  |   |           |  |   |              | 
| | Pinguino Project:              |   |           |  |   |           |  |   |              | 
| | Claim maintenance              | $ | -         |  | $ | 11,710    |  | $ | 9,975        | 
| | Assaying, testing and analysis |   | 27,567    |  |   | 41,281    |  |   | 427,014      | 
| | Camp and field supplies        |   | 63,250    |  |   | 173,216   |  |   | 1,437,621    | 
| | Drilling                       |   | 0         |  |   | 2,078,923 |  |   | 3,903,421    | 
| | Geological and geophysical     |   | 12,364    |  |   | 163,958   |  |   | 686,097      | 
| | Travel and accommodation       |   | 3,626     |  |   | 18,960    |  |   | 99,524       | 
| |                                |   | 106,807   |  |   | 2,488,048 |  |   | 6,563,652    | 
| |                                |   |           |  |   |           |  |   |              | 
| | Condor Project:                |   |           |  |   |           |  |   |              | 
| | Claim maintenance              |   | -         |  |   | -         |  |   | 7,528        | 
| | Camp and field supplies        |   | -         |  |   | -         |  |   | 198          | 
| | Geological and geophysical     |   | -         |  |   | -         |  |   | 4,185        | 
| |                                |   | -         |  |   | -         |  |   | 11,911       | 
| |                                |   |           |  |   |           |  |   |              | 
| | Santa Cruz Properties:         |   |           |  |   |           |  |   |              | 
| | Claim maintenance              |   | -         |  |   | 420       |  |   | 18,032       | 
| |                                |   | -         |  |   | 420       |  |   | 18,032       | 
| |                                |   |           |  |   |           |  |   |              | 
| | Rio Negro Properties:          |   |           |  |   |           |  |   |              | 
| | Camp and field supplies        |   | -         |  |   | -         |  |   | 51,836       | 
| | Geological and geophysical     |   | -         |  |   | -         |  |   | 39,621       | 
| | Travel and accommodation       |   | -         |  |   | -         |  |   | 9,614        | 
| |                                |   | -         |  |   | -         |  |   | 101,071      | 
| |                                |   |           |  |   |           |  |   |              | 
| | Other:                         |   | -         |  |   | -         |  |   | 31,405       | 
| |                                |   |           |  |   |           |  |   |              | 
| |                                | $ | 106,807   |  | $ | 2,488,468 |  | $ | 6,726,071    | 

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|6. | PROMISSORY NOTE                                                              
|-- | -----------------------------------------------------------------------------
|   |                                                                              
|   | A promissory note payable was unsecured and consisted of
      the following:

| |                  |  |                  |  |  |               |  |   | January 31, |  |   | January 31, | 
| | ---------------- |  | ---------------- |  |  | ------------- |  | - | ----------- |  | - | ----------- | 
| | Date Issued      |  | Maturity         |  |  | Interest Rate |  |   | 2009        |  |   | 2008        | 
| | October 15, 2008 |  | October 15, 2009 |  |  | 8%            |  | $ | 150,000     |  | $ | -           | 
| |                  |  |                  |  |  |               |  | $ | 150,000     |  | $ | -           | 

|7. | CONVERTIBLE DEBENTURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On January 14, 2009, the Company sold three non-interest
      bearing convertible debentures, each in the face amount of $50,000 for
      aggregate gross proceeds of $150,000. Each convertible debenture is
      convertible into units at a conversion price of US$0.10 per unit. Each
      unit will consist of one common share and one non-transferable common
      share purchase warrant. Each of the share purchase warrants forming part
      of a unit upon conversion will entitle the holder to purchase one
      additional common share of the Company at an exercise price of $0.15 until
      they expire on the earlier of the date that is: (i) five years from the
      date the convertible debenture was issued and (ii) two years from the date
      that the convertible debenture is converted and the share purchase warrant
      is issued.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Convertible debentures were unsecured and consisted of
      the following amounts:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                    |   | January
      31, |   |   | January
      31, | 
| | ------------------ | - | ----------------- | - | - | ----------------- | 
| |                    |   | 2009              |   |   | 2008              | 
| |                    |   |                   |   |   |                   | 
| |                    |   |                   |   |   |                   | 
| | Face value         | $ | 150,000           |   | $ | -                 | 
| | Less debt discount |   | (49,985           | ) |   | -                 | 
| | Debt component     |   | 100,015           |   |   | -                 | 
| | Accretion          |   | 2,694             |   |   | -                 | 
| |                    | $ | 102,709           |   | $ | -                 | 

|   | Over the term of the debentures, the debt component is
      being accreted to the face value of the instrument by recording
      approximately $10,000 per year in finance costs. During the three months
      ended April 30, 2009, finance costs of $2,027 were included in interest
      expense.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                         
|8. | CAPITAL STOCK                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                         
|   | Stock Transactions                                                                                                                                                                                                                                                                                      

During the quarter ended April 30,
  2009, the Company issued 200,000 common shares for proceeds of $50,000 on the
  exercise of stock options.

On April 24, 2009, the Company
  completed a private placement and issued 1,478,334 units for gross proceeds of
  $443,500. Each unit consisted of one common share and one non-transferable share
  purchase warrant exercisable at $0.45 for a period of 24 months expiring on
  April 24, 2011.

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|8. | CAPITAL STOCK - Continued
      Share purchase
    warrants         
|-- | --------------------------------------------------------------------
|   |                                                                     
|   | Share purchase warrant transactions are summarized as
      follows:

| |                             |  | Number of |   |   | Weighted Average | 
| | --------------------------- |  | --------- | - | - | ---------------- | 
| |                             |  | Shares    |   |   | Exercise Price   | 
| |                             |  |           |   |   |                  | 
| | Balance at January 31, 2008 |  | 2,730,887 |   | $ | 1.50             | 
| | Issued                      |  | 2,997,000 |   |   | 1.03             | 
| | Exercised                   |  | (767,250  | ) |   | 1.75             | 
| | Balance at January 31, 2009 |  | 4,960,637 |   |   | 1.17             | 
| | Issued                      |  | 1,478,334 |   |   | 0.45             | 
| | Expired                     |  | (73,637   | ) |   | 1.79             | 
| | Balance at April 30, 2009   |  | 6,365,334 |   | $ | 1.00             | 

At April 30, 2009, the following share
  purchase warrants were outstanding and exercisable:

| | Number of | Exercise |                   
| | --------- | -------- | ------------------
| | shares    | Price    | Expiry Date       
| |           |          |                   
| | 900,000   | $ 1.50   | July 4, 2009      
| | 90,000    | $ 1.50   | July 4, 2009      
| | 1,135,000 | $ 1.60   | September 20, 2009
| | 190,440   | $ 1.30   | September 20, 2009
| | 467,000   | $ 1.60   | September 25, 2009
| | 79,560    | $ 1.30   | September 25, 2009
| | 1,125,000 | $ 0.15   | January 15, 2011  
| | 1,478,334 | $ 0.45   | April 24, 2011    
| | 900,000   | $ 1.25   | April 13, 2012    
| | 6,365,334 |          |                   

On April 13, 2007 the Company entered
  into a consulting agreement with a company controlled by the President of the
  Company to provide the services of the President to the Company. Consideration
  under the Agreement included the issuance of 900,000 warrants exercisable at
  $1.25 for a two year period. The warrants were valued, using the Black Scholes
  valuation model, at $712,000 and recorded as stock based compensation in the
  financial statements. The assumptions used in the Black Scholes model were: risk
  free interest rate  4.7%; expected life of the warrants  2 years; annualized
  volatility  140%; and dividend rate  0%.

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|8. | CAPITAL STOCK Continued                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | On November 10, 2007, the board of directors approved the
      adoption of the 2007 Stock Option Plan which permits the Company to issue
      up to 5,662,310 shares of common stock to Company directors, officers,
      employees and consultants. The 2007 Stock Option Plan was approved by TSX
      Venture stock exchange and by the stockholders in September
      2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                     
|   | Stock option transactions are summarized as
      follows:                                                                                                                                                                                                                                                                                                                          

| |                             |  | Number of |   |   | Weighted Average | 
| | --------------------------- |  | --------- | - | - | ---------------- | 
| |                             |  | Shares    |   |   | Exercise Price   | 
| |                             |  |           |   |   |                  | 
| | Balance at January 31, 2008 |  | 1,723,334 |   | $ | 0.52             | 
| | Granted                     |  | 150,000   |   |   | 0.35             | 
| | Cancelled                   |  | (20,000   | ) |   | 0.32             | 
| | Balance at January 31, 2009 |  | 1,853,334 |   |   | 0.50             | 
| | Granted                     |  | 1,385,000 |   |   | 0.37             | 
| | Exercised                   |  | (200,000  | ) |   | 0.25             | 
| | Balance at April 30, 2009   |  | 3,038,334 |   | $ | 0.46             | 

The weighted average fair value per
  stock options granted during the three months ended April 30, 2009, was $0.27
  (2008 - $Nil).

At April 30, 2009, the following stock
  options were outstanding:

| | Number of | Exercise     |                  
| | --------- | ------------ | -----------------
| | shares    | Price        | Expiry Date      
| |           |              |                  
| | 270,000   | $ 0.25       | December 13, 2009
| | 50,000    | $ 0.25       | June 29, 2010    
| | 400,000   | $ 0.49       | February 7, 2011 
| | 200,000   | $ 0.58       | February 9, 2011 
| | 100,000   | $ 0.62       | March 10, 2010   
| | 233,334   | $ 0.25       | June 26, 2015    
| | 150,000   | $ 1.35       | May 11, 2011     
| | 100,000   | $ 1.13       | November 13, 2012
| | 150,000   | $ 0.35       | October 28, 2013 
| | 1,385,000 | $
      0.37 | February 10, 2014
| | 3,038,334 |              |                  

The fair value of stock options granted
  during the three months ended April 30, 2009 was $377,501 (2008 - $Nil) which is
  being recognized over the options vesting periods. At April 30, 2009, 2,687,809
  stock options were exercisable. Total stock-based compensation recognized during
  the three months ended April 30, 2009 was $101,696 (2008 - $54,154).

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|8. | CAPITAL STOCK  Continued                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                      
|   | Stock Options - Continued                                                                                                                                                                            
|   |                                                                                                                                                                                                      
|   | Stock-based compensation has been recorded in the
      consolidated statements of operations as follows, with corresponding
      additional paid-in capital recorded in stockholders'
      equity:

| |                    |   | Three Months |  |   | Three Months | 
| | ------------------ | - | ------------ |  | - | ------------ | 
| |                    |   | Ended April  |  |   | Ended April  | 
| |                    |   | 30, 2009     |  |   | 30, 2008     | 
| |                    |   |              |  |   |              | 
| | Consulting fees    | $ | 88,066       |  | $ | 54,154       | 
| | Investor relations |   | 13,630       |  |   | -            | 
| |                    | $ | 101,696      |  | $ | 54,154       | 

The following weighted average
  assumptions were used for the Black-Scholes valuations of stock options granted
  during the period:

| |                          |                 |                
| | ------------------------ | --------------- | ---------------
| |                          | Three Months    | Three Months   
| |                          | Ended April 30, | Ended April 30,
| |                          | 2009            | 2008           
| |                          |                 |                
| | Risk-free interest rate  | 1.18%           | -              
| | Expected life of options | 5.0 years       | -              
| | Annualized volatility    | 98%             | -              
| | Dividend
      rate      | 0%              | -              

|   | As at April 30, 2009, the aggregate intrinsic value
      (AIV) under the provisions of SFAS No. 123R of all outstanding, vested
      stock options was $215,583 and the AIV of options exercised during the
      three months ended January 31, 2009 was $24,600.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Effective November 1, 2005, the Company entered into a
      management agreement with an officer at CAD$2,500 per month. During the
      three months ended April 30, 2009, the Company paid consulting fees of
      $6,009 (2008 - $7,531) relating to this management agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In April, 2007, the Company entered into a Consulting
      Agreement with Frontera Geological Services Ltd., a company wholly-owned
      by the Companys President. Under the agreement, Frontera Geological
      Services Ltd. agreed to make the President available to the Company on a
      substantially full-time basis (approximately 80% of his working hours) to
      serve as President for a term of two years from the date of the agreement.
      In exchange, the Company agreed to pay a fee to Frontera Geological
      Services Ltd. consisting of cash in the amount of CAD$9,000 per month and
      agreed to issue to the Companys president 900,000 share purchase
      warrants. Each share purchase warrant may be exercised into one common
      share of the Company at an exercise price of $1.25 until they expire on
      April 13, 2012. If (a) during the period beginning on April 13, 2007 and
      expiring on April 13, 2008, the Company has income equal to or greater
      than $5,000,000 from all sources (including revenue from operations, sale
      of properties or any interest therein, sale of equity and similar income
      but excluding income from the sale of debt securities), or (b) during
      the

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|9. | RELATED PARTY TRANSACTIONS -
      Continued
|-- | --------------------------------------------

|    | period beginning on April 13, 2007 and expiring on April
      13, 2009, the average price for the Companys common shares on any single
      market for 20 consecutive trading-days equals or exceeds $3.00 then, in
      either of such events, the Company has agreed to issue 250,000 common
      shares as an incentive bonus.          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | During the three months ended April 30, 2009 the Company
      paid consulting fees of $21,633 (2008 - $27,111) and recorded stock based
      compensation of $Nil (2008 - $Nil) relating to this consulting agreement
      and a predecessor agreement.                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | All related party transactions involving provision of
      services or transfer of tangible assets in the normal course of business
      were recorded at the exchange amount, which is the value established and
      agreed to by the related parties reflecting arms length consideration
      payable for similar services or transfers.
|    |                                                                                                                                                                                                                                                                                                                                                 
|10. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | At April 30, 2009, the Company and its subsidiary
      operated in one reportable segment, being the exploration for and the
      development of mining properties in Argentina. Identifiable assets,
      revenues and net loss in each geographic area are as
      follows:                                                               

| |                     |   | April
      30, |  |   | January
      31, | 
| | ------------------- | - | --------------- |  | - | ----------------- | 
| |                     |   | 2009            |  |   | 2009              | 
| |                     |   |                 |  |   |                   | 
| | Identifiable assets |   |                 |  |   |                   | 
| | Canada              | $ | 332,718         |  | $ | 120,576           | 
| | Argentina           |   | 35,378          |  |   | 44,515            | 
| |                     | $ | 368,096         |  | $ | 165,091           | 

| |                     |   | Three     |  |   | Three     | 
| | ------------------- | - | --------- |  | - | --------- | 
| |                     |   | Months    |  |   | Months    | 
| |                     |   | Ended     |  |   | Ended     | 
| |                     |   | April 30, |  |   | April 30, | 
| |                     |   | 2009      |  |   | 2008      | 
| |                     |   |           |  |   |           | 
| | Loss for the period |   |           |  |   |           | 
| | Canada              | $ | 285,520   |  | $ | 367,299   | 
| | Argentina           |   | 127,418   |  |   | 2,507,930 | 
| |                     | $ | 412,938   |  | $ | 2,875,229 | 

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    APRIL 30, 2009(Unaudited) (Stated in U.S. Dollars)

|11. | SUBSEQUENT EVENTS
|--- | -----------------

On May 22, 2009, the Company sold 434,782
  units to one investor at a purchase price of $0.345 per unit for aggregate gross
  proceeds of approximately $150,000. Each unit consisted of one share of our
  common stock and one non-transferable unit warrant. Each unit warrant entitles
  the holder to purchase one additional share of our companys common stock
  for a purchase price of $0.45 until May 22, 2011.

On May 28, 2009, the Company issued
  500,000 units to one investor upon the conversion of a convertible debenture in
  the face amount of $50,000. Each unit consisted of one share of our common stock
  and one non-transferable unit warrant. Each unit warrant entitles the holder to
  purchase one additional share of our companys common stock for a purchase price
  of $0.15 until May 28, 2011.

On June 5, 2009, a director exercised
  300,000 warrants to purchase common shares at an exercise price of $0.15 and,
  accordingly, the Company issued 300,000 common shares for gross proceeds of
  $45,000.

---

- 4 -

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking
statements. Forward-looking statements are projections of events, revenues,
income, future economic performance or managements plans and objectives for
future operations. In some cases, you can identify forward-looking statements by
the use of terminology such as may, should, expects, plans,
anticipates, believes, estimates, predicts, potential or continue or
the negative of these terms or other comparable terminology. Examples of
forward-looking statements made in this quarterly report include statements
about:

- Our future exploration programs and results,
- Our future capital expenditures, and
- Our future investments in and acquisitions of mineral resource properties.

These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including:

- General economic and business conditions,
- Exposure to market risks in our financial instruments,
- Fluctuations in worldwide prices and demand for minerals,
- Fluctuations in the levels of our exploration and development activities,
- Risks associated with mineral resource exploration and development
  activities,
- Competition for resource properties and infrastructure in the mineral
  exploration industry,
- Technological changes and developments in the mineral exploration and
  mining industry,
- Regulatory uncertainties and potential environmental liabilities, and
- The risks in the section of this quarterly report entitled Risk Factors,

any of which may cause our or our industrys actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon
which they are based are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable
law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to
actual results.

Our consolidated financial statements are stated in United
States dollars and are prepared in accordance with United States generally
accepted accounting principles. The following discussion should be read in
conjunction with our consolidated financial statements and the related notes
that appear elsewhere in this quarterly report.

---

- 5 -

In this quarterly report, unless otherwise specified, all
references to common shares refer to the common shares in our capital stock
and the terms we, us and our mean Argentex Mining Corporation, a Delaware
corporation, and our wholly owned subsidiary, SCRN Properties Ltd., a Delaware
corporation.

PLAN OF OPERATIONS AND CASH REQUIREMENTS

We are a junior exploration stage company that has not yet
generated or realized any revenues from our business operations. We currently
hold interests in mineral properties located in the Rio Negro and Santa Cruz
provinces of Argentina. All of the mineral exploration licenses with respect to
these Argentine claims are registered in the name of our Delaware subsidiary,
SCRN Properties Ltd. Until recently, we owned a fifth group of mineral
exploration claims, known as the Argie claims, located in the Pleasant Valley
area of British Columbia, near the town of Merritt, British Columbia. During the
year ended January 31, 2009, our management determined that it was not in our
companys best interest to explore or maintain the Argie claims and they were
allowed to expire on April 16, 2009. One of the properties located in the Santa
Cruz province of Argentina consists of a group of claims that we refer to as the
Pinguino property and we have concentrated almost all of our recent exploration
efforts on this property. During the next year we intend to continue to focus
our exploration efforts primarily on the Pinguino property but, given the
current state of the economy and its effect on the securities markets in general
and our share price in particular, we continue to believe, as we have previously
announced, that the sale of equity in the current economic climate could result
in excessive dilution to our existing shareholders. Therefore, we have
temporarily suspended any significant exploration expenditures on our
properties, including the Pinguino property, and we continue to base our plan of
operations for the next 12 months on the assumption that during this period we
will budget primarily for the maintenance of our mineral properties and other
essential expenses. When further exploration is economically feasible, we intend
to continue the exploration of our Pinguino property using a combination of
geophysics, soil geochemistry, trenching and drilling, testing the limits of
known mineralization as well as new target testing.

We anticipate that we will incur the following expenses during
the 12 month period ending June 30, 2010:

Estimated
        Funding Required During the Next 12 MonthsExpense
      AmountMineral exploration
        expenses and holding costs
      $479,000General and administrative expenses, including investor relations
      $533,000Accrued accounts
        payable and repayment of debt
      $280,000Total
      $1,292,000Cash on hand, June
        1, 2009, estimated
      $352,000Proceeds form exercise
        of warrants
      $45,000Estimated excess of cash requirements over cash resources
      $895,000


During the 12 months ending June 30, 2010, we anticipate that
we will require approximately $895,000 in order to fund the plan of operations
outlined above.

On April 24, 2009, we raised gross proceeds of approximately
$443,500 in a private placement to eight investors. On May 22, 2009, we raised
an additional $150,000 in a private placement to one investor. Our cash on hand
as at the date of this quarterly report on Form 10-Q is not sufficient to fund
our budgeted operating requirements for the next 12 months. In addition, our
budget could increase during the year in response to matters that we are not
aware of at the date of this quarterly report. Regardless of whether our budget
remains the same or increases during the year, we do not have enough money to
fund our budgeted requirements and we will have to raise additional funds. We
have historically raised capital to fund our activities through the sale of debt
or equity securities and we plan to raise any required funds through private
placement sales of our common stock. We do not currently have any

---

- 6 -

arrangements in place for the completion of any private
placement financings and there can be no assurance that we will be successful in
completing any private placement financings.

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we have entered into
commercial production at one or more of our mineral projects. We are currently
in the exploration stage of our business and we can provide no assurances that
we will discover commercially exploitable resources on our properties, or if
such resources are discovered, that we will be able to enter into commercial
production.

Expenses

Our operating results for the three month period ended April
30, 2009 and April 30, 2008 and the changes between those periods for the
respective items are summarized as follows:

Change betweenThree Month
    
    
      Three Month
    
    
      period ended AprilPeriod Ended
    
    
      Period Ended
    
    
      30, 2009 and AprilApril 30, 2009
    
    
      April 30, 2008
    
    
      30, 2008Mineral exploration
    $
      106,807
    
    $
      2,488,468
    
    $
      2,381,661activitiesStock-based
    $
      101,696
    
    $
      54,154
    
    $
      (47,542
    )compensationOther general &
    $
      204,435
    
    $
      332,607
    
    $
      128,172administrative


Liquidity and Financial Condition

Working Capital

|                          | Three Month Period   |                  | ended April 30, 2009 and
|------------------------- | -------------------- | ---------------- | ------------------------
|                          | Ended April 30, 2009 | January 31, 2009 | January 31, 2009        
|Current Assets            | $333,301             | $128,246         | $205,055                
|Current
      Liabilities | $388,950             | $366,330         | $(22,620)               
|Working Capital (deficit) | $(55,649)            | $(238,084)       | $182,135                

Cash Flows

|                                        |   | Three Month        |   |   | Three Month        |   |   | period ended April |  
|--------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                        |   | Period Ended April |   |   | Period Ended April |   |   | 30, 2009 and April |  
|                                        |   | 30, 2009           |   |   | 30, 2008           |   |   | 30, 2008           |  
|Cash Flows used in Operating Activities | $ | (279,498           | ) | $ | (1,756,639         | ) | $ | 1,477,141          |  
|Cash Flows used in Investing Activities | $ | Nil                |   | $ | (12,727            | ) | $ | 12,727             |  
|Cash Flows provided by Financing        |   | 491,627            |   | $ | 3,626,528          |   | $ | (3,134,901         | )
|Activities                              |   |                    |   |   |                    |   |   |                    |  
|                                        |   |                    |   |   |                    |   |   |                    |  
|Net Increase (Decrease) in Cash During  | $ | 212,129            |   |   | 1,857,162          |   | $ | (1,645,033         | )
|Period                                  |   |                    |   |   |                    |   |   |                    |  

At April 30, 2009, our total assets were $368,096, which
consisted of cash and cash equivalents of $320,689, receivables of $4,609,
prepaid expenses of $8,003 and equipment of $34,795.

---

- 7 -

Current liabilities at April 30, 2009 were $388,950 and
increased by 6% as compared to the balance as at January 31, 2009, primarily as
a result of an increase in trade accounts payable.

The principal components of the loss for the three month period
ended April 30, 2009 were mineral property interests, and consulting fees.

Operating expenses for the three month period ended April 30,
2009 decreased by 87% as compared to the comparative period in 2008 primarily as
a result of decreased mineral property expenditures

Product Research and Development

We do not anticipate that we will spend any significant sums on
research and development over the twelve month period ending June 30, 2010.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending June 30, 2010.

Employees

As of April 30, 2009, our company did not have any employees,
but our subsidiary, SCRN Properties Ltd., employs one person on a full-time
basis as its legal representative in Argentina. Our President, our Chief
Financial Officer and our part-time bookkeeper all provide services pursuant to
consulting contracts. None of our consultants, including our Chief Financial
Officer but excluding our President, are required by the terms of their
consulting agreements to spend all of their time on our affairs. Our President
is required to spend substantially all of his working time on our affairs.

We also engage contractors from time to time to consult with us
on specific corporate affairs or to perform specific tasks in connection with
our exploration programs.

We retain consultants on the basis of ability and experience.
Except as set forth above, neither we nor any person acting on our behalf has
any preliminary agreement or understanding, nor do we contemplate any such,
concerning any aspect of our operations pursuant to which any person would be
hired, compensated or paid a finders fee.

Going Concern

We have historically incurred losses since inception. From
inception through April 30, 2009, we incurred losses of $14,833,572. We
anticipate that we will continue to incur losses without generating any revenue
from operations unless and until we are able to sell one or more of our resource
properties or identify a mineral resource in a commercially exploitable quantity
on one or more of our mineral properties and build and operate a mine, and there
can be no assurance that we will ever be able to do so. Because of these
historical losses and our continuing failure to generate any revenue from
operations, we believe that we will require additional working capital to
continue our exploration programs and develop our business operations in the
future. We intend to raise any additional working capital required through
private placements, public offerings and/or advances from related parties or
shareholder loans. We do not currently have any arrangements for any such
financing in place, nor can we provide any assurance that we will be able to
arrange any such financing. If adequate working capital is not available we may
not be able to continue our operations.

These conditions raise substantial doubt about our ability to
continue as a going concern. Our consolidated financial statements for the year
ended January 31, 2009 were prepared assuming that we will continue as a going
concern. This contemplates that assets will be realized and liabilities and
commitments satisfied in the normal course of business. In the notes to our
financial statements for the year ended January 31, 2009, our independent
auditors included an explanatory paragraph expressing concern about our ability
to continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying

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- 8 -

amounts or the amount and classification of liabilities that
might be necessary should we be unable to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make a wide variety of estimates and assumptions that
affect: (1) the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements,
and (2) the reported amounts of revenues and expenses during the reporting
periods covered by the financial statements. Our management routinely makes
judgments and estimates about the effect of matters that are inherently
uncertain. As the number of variables and assumptions affecting the future
resolution of the uncertainties increases, these judgments become even more
subjective and complex. We have identified certain accounting policies that are
most important to the portrayal of our current financial condition and results
of operations. Our significant accounting policies are disclosed in Note 2 of
the Notes to the Consolidated Financial Statements in our Annual Report on Form
10-K for the year ended January 31, 2009 filed with the SEC, and several of
those critical accounting policies are as follows:

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Basic and Diluted Net Income (Loss) Per Share

We computed net income (loss) per share in accordance with
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per
Share. SFAS No. 128 requires presentation of both basic and diluted earnings
per share (EPS) on the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible preferred
stock using the if-converted method. In computing Diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be
purchased from the exercise of stock options or warrants. Diluted EPS excludes
all dilutive potential shares if their effect is anti dilutive.

Cash and Cash Equivalents

We consider all highly liquid instruments with maturity of
three months or less at the time of issuance to be cash equivalents.

Mineral Claim Payments and Exploration Expenditures

We are primarily engaged in the acquisition and exploration of
mining properties. Mineral property exploration costs are expensed as incurred.
Mineral property acquisition costs are initially capitalized when incurred using
the guidance in EITF 04-02 Whether Mineral Rights are Tangible or Intangible
Assets. We assess the carrying cost for impairment under SFAS No. 144
Accounting for Impairment of Long Lived Assets at each fiscal quarter
end. When we determine that a mineral property can be economically developed as
a result of establishing proven and probable reserves, the costs subsequently
incurred to develop such property are capitalized. Such costs will be amortized
using the units-of-production method over the established life of the proven and
probable reserves. If mineral properties are subsequently abandoned or impaired,
any capitalized costs will be charges to operations.

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- 9 -

Financial Instruments

Our financial instruments consist of cash, accounts payable and
accrued liabilities, notes payable and due to related parties. Unless otherwise
noted, it is managements opinion that our company is not exposed to significant
interest, currency or credit risks arising from these financial instruments.
Because of the short maturity of such assets and liabilities the fair value of
these financial instruments approximate their carrying values, unless otherwise
noted.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 141 (revised 2007),
Business Combinations. This statement replaces SFAS No. 141, Business
Combinations and applies to all transactions or other events in which an
entity (the acquirer) obtains control of one or more businesses (the acquiree),
including those sometimes referred to as true mergers or mergers of equals
and combinations achieved without the transfer of consideration. This statement
establishes principles and requirements for how the acquirer: a) recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree; b)
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase; and c) determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. The Company adopted this statement on
February 1, 2009 with no impact on its consolidated financial statements.

In December 2007, the FASB issued SFAS 160, Noncontrolling
Interests in Consolidated FinancialStatements. This statement applies to all entities that
prepare consolidated financial statements, except not-for-profit organizations,
and amends Accounting Research Bulletin (ARB) 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also amends certain of ARB 51s
consolidation procedures for consistency with the requirements of SFAS No. 141
(revised 2007). The Company adopted this statement on February 1, 2009 with no
impact on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities  Including an
Amendment of FASB Statement No. 115. This statement permits entities to
choose to measure many financial instruments and certain other items at fair
value. Most of the provisions of SFAS No. 159 apply only to entities that elect
the fair value option. However, the amendment to SFAS No. 115 Accounting for
Certain Investments in Debt and Equity Securities applies to all entities
with available-for-sale and trading securities. SFAS No. 159 is effective as of
the beginning of an entitys first fiscal year that begins after November 15,
2007, or the Companys fiscal year beginning January 1, 2008. Early adoption is
permitted as of the beginning of a fiscal year that begins on or before November
15, 2007, provided the entity also elects to apply the provision of SFAS No.
157, Fair Value Measurements. The Company adopted SFAS No. 159 on
February 1, 2008, with no material impact on its consolidated financial
statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value, and requires enhanced disclosures about fair value
measurements. SFAS No. 157 requires companies to disclose the fair value of
their financial instruments according to a fair value hierarchy as defined in
the standard. Additionally, companies are required to provide enhanced
disclosure regarding financial instruments in one of the categories, including a
reconciliation of the beginning and ending balances separately for each major
category of assets and liabilities. In February 2008, the FASB issued FASB Staff
Position (FSP) No. FAS 157-2, which delays by one year the effective date of
SFAS No. 157 for certain types of non-financial assets and non-financial
liabilities. As a result, SFAS No. 157 will be effective for financial
statements issued for fiscal years beginning after November 15, 2007, or the
Companys fiscal year beginning February 1, 2008, for financial assets and
liabilities carried at fair value on a recurring basis, and on February 1, 2009,
for non-recurring non-financial assets and liabilities that are recognized or
disclosed at fair value. The Company adopted SFAS No. 157 on February 1, 2008
for financial assets and liabilities carried at fair value on a recurring basis,
with no material impact on its consolidated financial statements. The Company
adopted SFAS No.

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- 10 -

157 on February 1, 2009 for non-recurring non-financial assets
and liabilities that are recognized or disclosed at fair value, with no material
impact on its consolidated financial statements.

RISK FACTORS

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this Form 10-Q in evaluating
our company and our business before making any investment decision about our
company. Our business, operating results and financial condition could be
seriously harmed due to any of the following risks.

Risks Associated With Mining

All of our properties are in the exploration stage. There is
no assurance that we can establish the existence of any mineral resource on any
of our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business will fail.

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business will fail.

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a reserve that meets the requirements of the
Securities and Exchange Commissions Industry Guide 7 is extremely remote; in
all probability none of our mineral resource properties contains any reserve
and any funds that we spend on exploration will probably be lost.

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral resource
that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail. Although we believe
that we are in compliance with all material laws and regulations that currently
apply to our activities, we can give no assurance that we can continue to remain
in compliance. Current laws and regulations could be amended and we might not be
able to comply with them, as amended. Further, there can be no assurance that we
will be able to obtain or maintain all permits necessary for our future
operations, or that we will be able to obtain them on reasonable terms. To the
extent such approvals are required and are not obtained, we may be delayed or
prohibited from proceeding with planned exploration or development of our
mineral properties.

If we establish the existence of a mineral resource on any
of our properties in a commercially exploitable quantity, we will require
additional capital in order to develop the property into a producing mine. If we
cannot raise this additional capital, we will not be able to exploit the
resource and our business could fail.

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- 11 -

If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.

Mineral exploration and development is subject to
extraordinary operating risks. We do not currently insure against these risks.
In the event of a cave-in or similar occurrence, our liability may exceed our
resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many
risks which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Our operations will be subject to all of the
hazards and risks inherent in exploration for mineral resources and, if we
discover a mineral resource in commercially exploitable quantity, our operations
could be subject to all of the hazards and risks inherent in the development and
production of resources, including liability for pollution, cave-ins or similar
hazards against which we cannot insure or against which we may elect not to
insure. Any such event could result in work stoppages and damage to property,
including damage to the environment. We do not currently maintain any insurance
coverage against these operating hazards. The payment of any liabilities that
arise from any such occurrence would have a material adverse impact on our
company.

Mineral prices are subject to dramatic and unpredictable
fluctuations and the economic viability of any of our exploration properties and
projects cannot be accurately predicted.

We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of precious and
base metals such as gold, silver, copper, zinc and indium. The price of these
commodities has fluctuated widely in recent years and is affected by numerous
factors beyond our control, including international, economic and political
trends, expectations of inflation, currency exchange fluctuations, interest
rates, global or regional consumptive patterns, speculative activities and
increased production due to new extraction developments and improved extraction
and production methods. The effect of these factors are based on the price of
precious metals and therefore the economic viability of any of our exploration
properties and projects cannot accurately be predicted.

The mining industry is highly competitive and there is no
assurance that we will continue to be successful in acquiring mineral claims. If
we cannot continue to acquire properties to explore for mineral resources, we
may be required to reduce or cease operations.

The mineral exploration, development, and production industry
is largely unintegrated. We compete with other exploration companies looking for
mineral resource properties. While we may compete with other exploration
companies in the effort to locate and acquire mineral resource properties, we do
not believe that we will compete with them for the removal or sales of mineral
products from our properties if we should eventually discover the presence of
them in quantities sufficient to make production economically feasible. Readily
available markets exist worldwide for the sale of mineral products. Therefore,
we will likely be able to sell any mineral products that we identify and
produce. In identifying and acquiring mineral resource properties, we compete
with many companies possessing greater financial resources and technical
facilities. This competition could adversely affect our ability to acquire
suitable prospects for exploration in the future. Accordingly, there can be no
assurance that we will acquire any interest in additional mineral resource
properties that might yield reserves or result in commercial mining
operations.

Risks Related to Our Company

We have a limited operating history on which to base an
evaluation of our business and prospects and we can provide investors with no
assurance that we will generate any operating revenues or ever achieve
profitable operations.

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- 12 -

Although we have been in the business of exploring mineral
resource properties since 2002, we have not yet located any mineral reserve. As
a result, we have never had any revenues from our operations. In addition, our
operating history has been restricted to the acquisition and exploration of our
mineral properties and this does not provide a meaningful basis for an
evaluation of our prospects if we ever determine that we have a mineral reserve
and commence the construction and operation of a mine. We have no way to
evaluate the likelihood of whether our mineral properties contain any mineral
reserve or, if they do, that we will be able to build or operate a mine
successfully. We anticipate that we will continue to incur operating costs
without realizing any revenues during the period when we are exploring our
properties. During the 12 month period ending June 30, 2010, we expect to spend
approximately $1,247,000 on the maintenance of our mineral properties and our
company.  We therefore expect to continue to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues from mining operations and any dispositions of our properties, we will
not be able to earn profits or continue operations. At this early stage of our
operation, we also expect to face the risks, uncertainties, expenses and
difficulties frequently encountered by companies at the start up stage of their
business development. We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. There is no history upon which to
base any assumption as to the likelihood that we will prove successful and we
can provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations.

The fact that we have not earned any operating revenues
since our incorporation raises substantial doubt about our ability to continue
to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our
incorporation. During the three month period ended April 30, 2009, we incurred a
net loss of $412,938. From inception through April 30, 2009, we have incurred an
aggregate loss of $14,833,572. We anticipate that we will continue to incur
operating expenses without revenues unless and until we are able to sell one or
more of our resource properties or identify a mineral resource in a commercially
exploitable quantity on one or more of our mineral properties and build and
operate a mine. On April 30, 2009, we had cash and cash equivalents in the
amount of approximately $320,000. We estimate our average monthly operating
expenses to be approximately $44,000, excluding exploration but including
general and administrative expenses and investor relations expenses. We believe
that cash on hand as of the date of filing of this quarterly report on Form 10-Q
is not sufficient to fund our currently budgeted operating requirements for the
12 month period ending June 30, 2010. Furthermore, our budget could increase in
response to field conditions, drill results and other matters that cannot be
currently anticipated and we might find that we need to raise even more capital
in order to properly address these items. As we cannot assure a lender that we
will be able to successfully explore and develop our mineral properties, we will
probably find it difficult to raise debt financing from traditional lending
sources. We have traditionally raised our operating capital from sales of equity
and debt securities, but there can be no assurance that we will continue to be
able to do so. If we cannot raise the money that we need to continue exploration
of our mineral properties, we may be forced to delay, scale back, or eliminate
our exploration activities. If any of these were to occur, there is a
substantial risk that our business would fail.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the Over-the-Counter Bulletin
Board service. Trading in stock quoted on the OTC Bulletin Board is often thin
and characterized by wide fluctuations in trading prices due to many factors
that may have little to do with our operations or business prospects. This
volatility could depress the market price of our common stock for reasons
unrelated to operating performance. Moreover, the OTC Bulletin Board is not a
stock exchange, and trading of securities on the OTC Bulletin Board is often
more sporadic than the trading of securities listed on a quotation system like
Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have
difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our stock.

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- 13 -

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the Financial Industry Regulatory Authority believes that there
is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The Financial Industry Regulatory
Authority  requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

Other Risks

Because all of our officers and directors are located
outside of the United States, you may have no effective recourse against them
for misconduct and you may not be able to enforce judgment and civil liabilities
against our officers, directors, experts and agents.

All of our directors and officers are nationals and/or
residents of countries other than the United States and all or a substantial
portion of their assets are located outside the United States. As a result, it
may be difficult for investors to enforce within the United States any judgments
obtained against our officers or directors, including judgments predicated upon
the civil liability provisions of the securities laws of the United States or
any state thereof.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

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- 14 -

Item 4T. Controls and Procedures.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our company in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commissions rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
our company in the reports that we file or submit under the Securities
Exchange Act of 1934 is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at April 30, 2009, which is the end of the period
covered by this report. This evaluation was carried out by our President, who is
our principal executive officer, and our Chief Financial Officer, who is our
principal financial officer. Based on this evaluation, our President and our
Chief Financial Officer have concluded that the design and operation of our
disclosure controls and procedures were effective as at the end of the period
covered by this report.

There were no changes in our internal control over financial
reporting during the quarter ended April 30, 2009 that have materially affected
or are reasonably likely to materially affect, our internal control over
financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or has a material interest adverse to us.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following Exhibits are filed with this quarterly report:

|Exhibit No. | Description                                                                                                                                                                                              
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                          
|(3)         | Articles of
      Incorporation and Bylaws                                                                                                                                                               
|            |                                                                                                                                                                                                          
|3.1         | Articles of Incorporation of the Registrant, filed as an
      exhibit to the registration statement on Form SB-2 filed with the
      Commission on March 12, 2002 and incorporated herein by reference.

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- 15 -

|3.2   | By-laws of the Registrant, filed as an exhibit to the
      registration statement on Form SB-2 filed with the Commission on March 12,
      2002 and incorporated herein by reference.                                                                                                                                                             
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                     
|3.3   | Certificate of Designation of Series A Convertible
      Preferred Stock, filed as an exhibit to the annual report on Form 10-KSB
      filed with the Commission on April 30, 2004 and incorporated herein by
      reference.                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                     
|3.4   | Articles of Merger field with the Secretary of State of
      Nevada on November 5, 2007, filed as an exhibit to the current report on
      Form 8-K filed with the Commission on November 15, 2007 and incorporated
      herein by reference.                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                     
|3.5   | Certificate of Merger of Argentex Mining Corporation into
      Argentex Mining Corporation filed with the Secretary of State of Delaware
      on November 5, 2007, filed as an exhibit to the current report on Form 8-K
      filed with the Commission on November 15, 2007 and incorporated herein by
      reference.                         
|      |                                                                                                                                                                                                                                                                                                                                                     
|(4)   | Instruments Defining the Rights of Security Holders,
      Including Indentures                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                     
|4.1   | 2007 Stock Option Plan, filed as an exhibit to the
      current report on Form 8-K filed with the Commission on November 15, 2007
      and incorporated herein by reference.                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                     
|(10)  | Material Contracts                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.1  | Mineral Property Option Agreement dated February 24, 2004
      between the Registrant and Chris Dyakowski, filed as an exhibit to the
      current report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.2  | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Chris Dyakowski, filed as an exhibit to
      the current report on Form 8-K filed with the Commission on March 4, 2004
      and incorporated herein by reference.                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.3  | Share Purchase Agreement dated February 24, 2004 between
      the Registrant and Chris Dyakowski, filed as an exhibit to the current
      report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.4  | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and San Telmo Energy Ltd., filed as an exhibit
      to the current report on Form 8-K filed with the Commission on March 4,
      2004 and incorporated herein by reference.                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.5  | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Storm Cat Energy Corp., filed as an
      exhibit to the current report on Form 8-K filed with the Commission on
      March 4, 2004 and incorporated herein by reference.                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.6  | Consulting Agreement dated February 12, 2005 between the
      Registrant and Kenneth Hicks, filed as an exhibit to the annual report on
      Form 10-KSB, filed with the Commission on May 13, 2005 and incorporated
      herein by reference.                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.7  | Consulting Agreement dated February 25, 2005 between the
      Registrant and Chris Dyakowski, and Consulting Agreement dated February
      12, 2005 between the Registrant and Kenneth Hicks, filed as an exhibit to
      the annual report on Form 10-KSB, filed with the Commission on May 13,
      2005 and incorporated herein by reference.
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.8  | Diamond Core Drilling (Surface) Agreement, dated as of
      January 18, 2005, between the Registrant and Connors Argentina S.A., filed
      as an exhibit to the current report on Form 8-K filed with the Commission
      on January 24, 2005 and incorporated herein by reference.                                                             
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.9  | Amendment to Mineral Property Acquisition Agreement dated
      June 30, 2005, filed as an exhibit to the current report on Form 8-K filed
      with the Commission on July 5, 2005 and incorporated herein by reference.                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.10 | Restated Amendment to Mineral Property Acquisition
      Agreement dated August 8, 2005, filed as an exhibit to the current report
      on Form 8-K, filed with the Commission on August 9, 2005 and incorporated
      herein by reference.                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                     
|10.11 | Consulting Agreement dated April 12, 2007 with Frontera
      Geological Services Ltd. filed as an exhibit to our current report on Form
      8-K, filed with the Commission on April 18, 2007 and                                                                                                                                                 

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|      | incorporated
        herein by reference.                                                                                                                                                                                                  
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                            
|10.12 | Private Placement
        Subscription Agreement dated October 14, 2008 filed as an exhibit to our
        current Report on Form 8-K, filed with the Commission on October 20, 2008
        and incorporated herein by reference.         
|      |                                                                                                                                                                                                                                            
|10.13 | Form of Subscription
        Agreement for Debentures filed as an exhibit to our current Report on
        Form 8-K, filed with the Commission on January 14, 2009 and incorporated
        herein by reference.                           
|      |                                                                                                                                                                                                                                            
|10.14 | Form of Subscription
        Agreement for Units filed as an exhibit to our current Report on Form
        8-K, filed with the Commission on January 15, 2009 and incorporated herein
        by reference.                                
|      |                                                                                                                                                                                                                                            
|10.15 | Form of Subscription
        Agreement filed as an exhibit to our current Report on Form 8-K, filed
        with the Commission on April 27, 2009 and incorporated herein by reference.                                                    
|      |                                                                                                                                                                                                                                            
|10.16 | Form of Subscription
        Agreement filed as an exhibit to our current Report on Form 8-K, filed
        with the Commission on May 26, 2009 and incorporated herein by reference.                                                      
|      |                                                                                                                                                                                                                                            
|(14)  | Code of Ethics                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                            
|14.1  | Code of Ethics
        and Business Conduct of Officers, Directors and Employees, filed as an
        exhibit to the annual report on Form 10-KSB filed with the Commission
        on April 30, 2004 and incorporated herein by reference.
|      |                                                                                                                                                                                                                                            
|(21)  | Subsidiaries                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                            
|21.1  | Subsidiaries
        of Argentex Mining Corporation
      SCRN Properties
    Ltd.                                                                                                                                                         
|      |                                                                                                                                                                                                                                            
|31.1* | Certification
        of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
        promulgated under the Securities and Exchange Act of 1934, as amended
        (Chief Executive Officer).                              
|      |                                                                                                                                                                                                                                            
|31.2* | Certification
        pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities
        and Exchange Act of 1934, as amended (Chief Financial Officer).                                                                 
|      |                                                                                                                                                                                                                                            
|32.1* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).                                                                          
|      |                                                                                                                                                                                                                                            
|32.2* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).                                                                          

*Filed herewith

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- 17 -

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

By: /s/ Kenneth Hicks
  Kenneth Hicks President
and Director (Principal Executive Officer) 
Date: June 15, 2009

By: /s/ Hamish Malkin
  Hamish Malkin Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer) 
Date: June 15, 2009

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