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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 July 31, 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 [ ]

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:

36,685,940 common shares issued and outstanding as at
September 9, 2009.

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- 3 -

PART I

Item 1. Financial Statements.

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- 4 -





ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)



CONSOLIDATED FINANCIAL STATEMENTS



At July 31, 2009 and for the Three and Six Months Ended July
  31, 2009 and 2008



(UNAUDITED)



(Stated in U.S. Dollars)



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

|                                                                 |   | July
      31, |   |   | January 31, |  
|---------------------------------------------------------------- | - | -------------- | - | - | ----------- | -
|                                                                 |   | 2009           |   |   | 2009        |  
|                                                                 |   | (Unaudited)    |   |   |             |  
|ASSETS                                                           |   |                |   |   |             |  
|                                                                 |   |                |   |   |             |  
|Current                                                          |   |                |   |   |             |  
|Cash                                                             | $ | 741,395        |   | $ | 108,560     |  
|Receivables                                                      |   | 16,766         |   |   | 3,679       |  
|Prepaid expenses and deposit                                     |   | 30,624         |   |   | 16,007      |  
|                                                                 |   |                |   |   |             |  
|Total current assets                                             |   | 788,785        |   |   | 128,246     |  
|                                                                 |   |                |   |   |             |  
|Equipment (Note 4)                                               |   | 32,717         |   |   | 36,845      |  
|                                                                 |   |                |   |   |             |  
|                                                                 |   |                |   |   |             |  
|Total assets                                                     | $ | 821,502        |   | $ | 165,091     |  
|                                                                 |   |                |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIENCY)          |   |                |   |   |             |  
|                                                                 |   |                |   |   |             |  
|Current liabilities                                              |   |                |   |   |             |  
|Accounts payable                                                 | $ | 2,813          |   | $ | 29,474      |  
|Accrued liabilities                                              |   | 10,592         |   |   | -           |  
|Accrued professional fees                                        |   | 26,821         |   |   | 51,900      |  
|Accrued investor relations and
      communications              |   | 17,893         |   |   | 30,000      |  
|Accrued interest                                                 |   | 9,534          |   |   | 4,274       |  
|Accrued mineral property
      interests                         |   | 52,620         |   |   | -           |  
|Promissory note (Note 6)                                         |   | 150,000        |   |   | 150,000     |  
|Convertible debentures (Note 7)                                  |   | 69,851         |   |   | 100,682     |  
|                                                                 |   |                |   |   |             |  
|Total liabilities                                                |   | 340,124        |   |   | 366,330     |  
|                                                                 |   |                |   |   |             |  
|Commitments (Notes 12 and 14 )                                   |   |                |   |   |             |  
|                                                                 |   |                |   |   |             |  
|Stockholders' equity (deficiency)                                |   |                |   |   |             |  
|Preferred stock, $0.001 par value, authorized
      100,000,000, |   |                |   |   |             |  
|nil shares
      issued and outstanding at July 31, 2009 and     |   |                |   |   |             |  
|January 31, 2009                                                 |   | -              |   |   | -           |  
|Preferred stock, Series A
      convertible, $0.001 par value,   |   |                |   |   |             |  
|authorized 2,000, nil shares
      issued and outstanding at     |   |                |   |   |             |  
|July 31, 2009
      and January 31, 2009                         |   | -              |   |   | -           |  
|Common stock, $0.001 par value, authorized
      100,000,000,    |   |                |   |   |             |  
|36,685,940 and
      32,590,553 issued and outstanding at        |   |                |   |   |             |  
|July 31, 2009 and January 31,
      2009, respectively           |   | 36,686         |   |   | 32,591      |  
|Warrants                                                         |   | 93,493         |   |   | 93,493      |  
|Additional paid-in capital                                       |   | 15,671,179     |   |   | 14,093,311  |  
|Deficit accumulated during the exploration
      stage           |   | (15,319,980    | ) |   | (14,420,634 | )
|                                                                 |   |                |   |   |             |  
|Total stockholders' equity (deficiency)                          |   | 481,378        |   |   | (201,239    | )
|                                                                 |   |                |   |   |             |  
|Total liabilities and stockholders' (deficiency)                 | $ | 821,502        |   | $ | 165,091     |  

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

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

|                                          |   | Three
      Months Ended |   |   | Six
      Months Ended |   |   | From
      December 21, |  
|----------------------------------------- | - | ------------------------ | - | - | ---------------------- | - | - | ----------------------- | -
|                                          |   | July
      31,           |   |   | July
      31,         |   |   | 2001 (Inception)        |  
|                                          |   | 2009                     |   |   | 2008                   |   |   | 2009                    |  
|                                          |   |                          |   |   |                        |   |   |                         |  
|Expenses                                  |   |                          |   |   |                        |   |   |                         |  
|                                          |   |                          |   |   |                        |   |   |                         |  
|Consulting fees                           | $ | 120,754                  |   | $ | 130,680                |   | $ | 276,961                 |  
|Depreciation                              |   | 2,078                    |   |   | 2,306                  |   |   | 4,128                   |  
|Foreign exchange loss                     |   | 4,887                    |   |   | -                      |   |   | 14,975                  |  
|Investor relations and communication      |   | 51,826                   |   |   | 54,579                 |   |   | 88,568                  |  
|Mineral property interests
      (Note 5) |   | 176,806                  |   |   | 441,621                |   |   | 283,613                 |  
|Office and sundry                         |   | 17,837                   |   |   | 66,179                 |   |   | 34,870                  |  
|Professional fees                         |   | 69,754                   |   |   | 99,988                 |   |   | 127,898                 |  
|Rent                                      |   | 6,331                    |   |   | 7,408                  |   |   | 12,391                  |  
|Transfer agent fees                       |   | 19,191                   |   |   | 3,038                  |   |   | 25,507                  |  
|Travel                                    |   | 12,378                   |   |   | 16,713                 |   |   | 21,541                  |  
|Write-down of mineral claims              |   | -                        |   |   | 116,556                |   |   | -                       |  
|                                          |   |                          |   |   |                        |   |   |                         |  
|Net operating loss                        |   | (481,842                 | ) |   | (939,068               | ) |   | (890,452                | )
|                                          |   |                          |   |   |                        |   |   |                         |  
|Interest income (expense)                 |   | (4,566                   | ) |   | 2,064                  |   |   | (8,894                  | )
|                                          |   |                          |   |   |                        |   |   |                         |  
|Net loss                                  | $ | (486,408                 | ) | $ | (937,004               | ) | $ | (899,346                | )
|                                          |   |                          |   |   |                        |   |   |                         |  
|                                          |   |                          |   |   |                        |   |   |                         |  
|Net loss per share - basic and diluted    | $ | (0.01                    | ) | $ | (0.03                  | ) | $ | (0.03                   | )
|                                          |   |                          |   |   |                        |   |   |                         |  
|Weighted average number of shares         |   |                          |   |   |                        |   |   |                         |  
|outstanding - basic and diluted           |   | 35,485,090               |   |   | 31,465,553             |   |   | 34,148,163              |  

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

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ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) 
    FOR THE PERIOD FROM JANUARY 31, 2008 TO JULY 31, 2009 
    (Unaudited) 
    (Stated in U.S. Dollars)

|                                    | **Preferred Stock**  |  |   |               |  |  |               |  |   | Deficit     |  |   |            |  
|----------------------------------- | -------------------- |  | - | ------------- |  |  | ------------- |  | - | ----------- |  | - | ---------- | -
|                                    | Series A Convertible |  |   | Common Stock  |  |  |               |  |   | Accumulated |  |   | Total      |  
|                                    |                      |  |   |               |  |  |               |  |   | Additional  |  |   |            |  
|                                    |                      |  |   |               |  |  | **Number of** |  |   |             |  |   | Paid-in    |  
|                                    | **Shares**           |  |   | **Par Value** |  |  | **Shares**    |  |   | Par Value   |  |   | Capital    |  
|Balance at January 31, 2008         | -                    |  | $ | -             |  |  | 28,311,553    |  | $ | 28,311      |  | $ | 10,269,859 |  
|                                    |                      |  |   |               |  |  |               |  |   |             |  |   |            |  
|Common stock issued for cash        | -                    |  |   | -             |  |  | 4,279,000     |  |   | 4,280       |  |   | 4,050,720  |  
|Cost of issuing stock               | -                    |  |   | -             |  |  | -             |  |   | -           |  |   | (424,386   | )
|Debt discount                       | -                    |  |   | -             |  |  | -             |  |   | -           |  |   | 49,985     |  
|Stock-based compensation            | -                    |  |   | -             |  |  | -             |  |   | -           |  |   | 147,133    |  
|Net loss for the year               | -                    |  |   | -             |  |  | -             |  |   | -           |  |   | -          |  
|                                    |                      |  |   |               |  |  |               |  |   |             |  |   |            |  
|Balance at January 31, 2009         | -                    |  |   | -             |  |  | 32,590,553    |  |   | 32,591      |  |   | 14,093,311 |  
|                                    |                      |  |   |               |  |  |               |  |   |             |  |   |            |  
|Conversion of convertible debenture | -                    |  |   | -             |  |  | 500,000       |  |   | 500         |  |   | 49,500     |  
|Non-cash interest on convertible    |                      |  |   |               |  |  |               |  |   |             |  |   |            |  
|debenture                           | -                    |  |   | -             |  |  | -             |  |   | -           |  |   | 1,126      |  
|Equity component of convertible     |                      |  |   |               |  |  |               |  |   |             |  |   |            |  
|debenture converted                 | -                    |  |   | -             |  |  | -             |  |   | -           |  |   | (16,662    | )
|Common stock issued for cash        | -                    |  |   | -             |  |  | 3,095,388     |  |   | 3,095       |  |   | 1,240,655  |  
|Cost of issuing stock               | -                    |  |   | -             |  |  | -             |  |   | -           |  |   | (3,824     | )
|Exercise of warrants                | -                    |  |   | -             |  |  | 300,000       |  |   | 300         |  |   | 44,700     |  
|Exercise of stock options           | -                    |  |   | -             |  |  | 200,000       |  |   | 200         |  |   | 49,800     |  
|Stock-based compensation            | -                    |  |   | -             |  |  | -             |  |   | -           |  |   | 212,573    |  
|Net loss for the period             | -                    |  |   | -             |  |  | -             |  |   | -           |  |   | -          |  
|                                    |                      |  |   |               |  |  |               |  |   |             |  |   |            |  
|Balance at July 31, 2009            | -                    |  | $ | -             |  |  | 36,685,941    |  | $ | 36,686      |  | $ | 15,671,179 |  

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

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

|                                                                                  |   | For
      Six Months |   |   | From
      December 21, |  
|--------------------------------------------------------------------------------- | - | -------------------- | - | - | ----------------------- | -
|                                                                                  |   | Ended
      July 31, |   |   | **2001 (Inception) to** |  
|                                                                                  |   | 2009                 |   |   | 2008                    |  
|                                                                                  |   |                      |   |   |                         |  
|Cash flows from operating activities                                              |   |                      |   |   |                         |  
|Net loss                                                                          | $ | (899,346             | ) | $ | (3,812,233              | )
|Adjustments to reconcile net loss to
      net cash used in operating activities: |   |                      |   |   |                         |  
|Depreciation                                                                      |   | 4,128                |   |   | 4,206                   |  
|Stock-based compensation                                                          |   | 212,573              |   |   | 112,843                 |  
|Debt discount                                                                     |   | 3,633                |   |   | -                       |  
|Shares issued to acquire
      mineral properties                                 |   | -                    |   |   | -                       |  
|Shares issued in payment of bonus                                                 |   | -                    |   |   | -                       |  
|Non-cash interest                                                                 |   | -                    |   |   | -                       |  
|Write-down of mineral claims                                                      |   | -                    |   |   | -                       |  
|Changes in operating assets and liabilities                                       |   |                      |   |   |                         |  
|Receivables                                                                       |   | (13,087              | ) |   | -                       |  
|Prepaid expenses and deposit                                                      |   | (14,617              | ) |   | (5,221                  | )
|Accounts payable                                                                  |   | (26,661              | ) |   | (486,794                | )
|Accrued liabilities                                                               |   | 10,592               |   |   | 1,034                   |  
|Accrued professional fees                                                         |   | (25,079              | ) |   | 36,637                  |  
|Accrued investor relations
      and communications                               |   | (12,107              | ) |   | -                       |  
|Accrued interest                                                                  |   | 5,260                |   |   | -                       |  
|Accrued mineral property interests                                                |   | 52,620               |   |   | 72,819                  |  
|                                                                                  |   |                      |   |   |                         |  
|Net cash used in operating activities                                             |   | (702,091             | ) |   | (4,076,709              | )
|                                                                                  |   |                      |   |   |                         |  
|Cash flows from investing activities                                              |   |                      |   |   |                         |  
|Acquisition of mineral property interests                                         |   | -                    |   |   | -                       |  
|Acquisition of equipment                                                          |   | -                    |   |   | (22,231                 | )
|                                                                                  |   |                      |   |   |                         |  
|Net cash used in investing activities                                             |   | -                    |   |   | (22,231                 | )
|                                                                                  |   |                      |   |   |                         |  
|Cash flows from financing activities                                              |   |                      |   |   |                         |  
|Issuance of convertible debentures                                                |   | -                    |   |   | -                       |  
|Issuance of promissory
      notes                                                |   | -                    |   |   | -                       |  
|Repayment of promissory notes                                                     |   | -                    |   |   | -                       |  
|Proceeds from issuance of capital stock                                           |   | 1,334,926            |   |   | 3,626,528               |  
|                                                                                  |   |                      |   |   |                         |  
|Net cash provided by financing activities                                         |   | 1,334,926            |   |   | 3,626,528               |  
|                                                                                  |   |                      |   |   |                         |  
|Increase (decrease) in cash during the period                                     |   | 632,835              |   |   | (472,412                | )
|                                                                                  |   |                      |   |   |                         |  
|Cash, beginning of period                                                         |   | 108,560              |   |   | 845,219                 |  
|                                                                                  |   |                      |   |   |                         |  
|Cash, end of period                                                               | $ | 741,395              |   | $ | 372,807                 |  
|                                                                                  |   |                      |   |   |                         |  
|Supplemental disclosures                                                          |   |                      |   |   |                         |  
|Cash paid during the period for:                                                  |   |                      |   |   |                         |  
|Taxes                                                                             | $ | -                    |   | $ | -                       |  
|Interest                                                                          | $ | -                    |   | $ | -                       |  
|                                                                                  |   |                      |   |   |                         |  
|Non-cash financing transactions:                                                  |   |                      |   |   |                         |  
|Conversion of convertible debenture into
      common stock                       | $ | 50,000               |   | $ | -                       |  
|Notes and related
      accrued interest converted to common stock                | $ | -                    |   | $ | -                       |  

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

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ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 1  ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

We were incorporated in the
  State of Nevada on December 21, 2001 under the name Delbrook Corporation. On
  March 15, 2004, we changed our name to Argentex Mining Corporation. We effected
  this name change by merging with our wholly owned subsidiary, Argentex Mining
  Corporation, a Nevada corporation that we formed specifically for this purpose.
  Our company was the surviving company in the merger. On November 5, 2007, we
  moved our state of domicile from Nevada to Delaware. This re-domicile was
  effected by merging with our wholly owned subsidiary Argentex Mining
  Corporation, a Delaware corporation that we formed specifically for this
  purpose. Our subsidiary was the surviving entity upon completion of the merger.
  Since November 5, 2007, we have been a Delaware corporation.

We have one subsidiary, SCRN Properties Ltd., a Delaware
  corporation incorporated on February 13, 2004, which we formed for the purpose
  of acquiring and exploring natural resource properties in Argentina.

In these notes, the terms Argentex, Company, we, us or
  our mean Argentex Mining Corporation and its subsidiary, SCRN Properties Ltd.,
  whose operations are included in these consolidated financial statements.

Argentex is involved in acquiring and exploring mineral
  properties in Argentina. The Company has not determined whether its properties
  contain mineral reserves that are economically recoverable.

Exploration Stage

We have not produced any significant revenues from our
  principal business or commenced significant operations and are considered an
  exploration stage company as defined by SEC Guide 7 with reference to Statement
  of Financial Accounting Standard (SFAS) No.7 Accounting and Reporting by
    Development Stage Enterprises.

We are in the early exploration stage. In the exploration
  stage, management devotes most of its time to conducting exploratory work and
  developing its business. These unaudited consolidated financial statements have
  been prepared on a going-concern basis, which implies that we will continue to
  realize our assets and discharge our liabilities in the normal course of
  business.

Basis of Presentation

These unaudited consolidated financial statements are stated in
  U.S. dollars and have been prepared in accordance with accounting principles
  generally accepted in the United States for interim financial information and
  with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not
  include all information and notes required by generally accepted accounting
  principles for complete financial statements. However, except as disclosed
  herein, there have been no material changes in the information disclosed in the
  notes to the consolidated financial statements included in Argentexs annual
  report on Form 10-K for the year ended January 31, 2009. In the opinion of
  management, all adjustments (including normal recurring accruals) considered
  necessary for a fair presentation have been included. Operating results for the
  three and six months ended July 31, 2009 are not necessarily indicative of the
  results that may be expected for any other interim period or the entire year.
  For further information, these unaudited consolidated financial statements and
  the related notes should be read in conjunction with our audited consolidated
  financial statements for the year ended January 31, 2009 included in our annual
  report on Form 10-KSB.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of our significant accounting policies are included
  in our annual report on form 10-K for the year ended January 31, 2009.
  Additional significant accounting policies that either affect us or have been
  developed since January 31, 2009 are summarized below.

Reclassifications

Certain prior period amounts in the accompanying financial
  statements have been reclassified to conform to the current periods
  presentation. These reclassifications had no effect on our results of operations
  or financial position for any period presented.

Acquisition costs of mineral properties, previously included in
  mineral property interests have been reclassified as write-down of mineral
  claim.

Accrued liabilities previously included in accounts payable and
  accrued liabilities have been reclassified as accrued liabilities, accrued
  professional fees, accrued investor relations and communications, accrued
  interest and accrued mineral property interests.

Share issue costs have been reclassified to either consulting
  or investor relations and communications.

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 Emerging Issues Task Force (EITF) 04-02 Whether Mineral
    Rights are Tangible or Intangible Asset. We assess 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.

Our consolidated financial statements 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 judgment.

The consolidated financial statements have, in managements
  opinion, been properly prepared within reasonable limits of materiality and
  within the framework of our significant accounting policies.

Investment in and Expenditures on Mineral Property
  Interests

Realization of our investment in and expenditures on mineral
  properties is dependent upon the establishment of legal ownership, the
  attainment of successful production from the properties or from the proceeds of
  their disposal.

Title to mineral properties involves certain inherent risks due
  to the difficulties of determining the validity of certain claims as well as the
  potential for problems arising from ambiguous conveyance history of many mineral
  properties. To the best of our knowledge we believe all of our unproved mineral
  interests are in good standing and that we have title to all of these mineral
  property interests.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

Financial Instruments

Foreign Exchange Risk

We are subject to foreign exchange risk for sales and purchases
  denominated in foreign currencies. We operate outside of the U.S. primarily in
  Argentina and Canada and we are exposed to foreign currency risk due to the
  fluctuation between the currency in which the Company operates in and the United
  States Dollars. Foreign currency risk arises from the fluctuation of foreign
  exchange rates and the degree of volatility of these rates relative to the
  United States dollar. The Company does not believe that it has any material risk
  to its foreign currency exchange.

Fair Value of Financial Instruments

We account for financial instruments in accordance with FASB
  Staff Position (FSP) No. FAS 107-1 and APB 28-1 (FSP FAS 107-1/APB 28-1), Interim Disclosures about Fair Value of Financial Instruments. FSP FAS
  107-1/APB 28-1 requires a publicly traded company to include disclosures about
  the fair value of its financial instruments whenever it issues summarized
  financial information for interim reporting periods. Such disclosures include
  the fair value of all financial instruments, for which it is practicable to
  estimate that value, whether recognized or not recognized in the statement of
  financial position; the related carrying amount of these financial instruments;
  and the method(s) and significant assumptions used to estimate the fair value.
  (Note 12)

Concentration of Credit Risk

Financial instruments that potentially subject us to
  significant concentrations of credit risk consist principally of cash and
  receivables.

We maintain our Canadian cash in a major chartered Canadian
  bank deposit account insured by the Canadian Deposit Insurance Corporation up to
  $100,000. Our Canadian dollar bank account balance, at times, may exceed
  federally insured limits.

We maintain our Argentinean pesos in an Argentinean bank
  deposit account. We keep our Argentinean peso bank deposit account balance
  within federally insured limits.

We maintain our U.S. cash in major chartered Canadian bank
  deposit accounts. Our U.S. dollar bank accounts are not insured by the Canadian
  Deposit Insurance Corporation. At July 31, 2009 and January 31, 2009, the
  Company had approximately $730,000 and $60,000, respectively in cash that was
  not insured.

As part of our cash management process, we perform periodic
  evaluations of the relative credit standing of this financial institution. We
  have not lost any cash and do not believe our cash is exposed to any significant
  credit risk.

Our operations involve dealing with uncertainties and judgments
  in applying complex tax regulations in Canada and Argentina. The final taxes
  paid are dependent upon many factors including negotiations with tax authorities
  in various jurisdictions. We record potential withholding tax, value added tax
  and mineral property tax liabilities based on our estimate of whether and the
  extent to which taxes may be refunded or deemed payable.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

Financial Instruments, continued

Concentration of Operations

Our operations are all related to the minerals and mining
  industry. A reduction in mineral prices or other disturbances in the minerals
  market could have an adverse effect on our operations.

NOTE 3  GOING CONCERN

These consolidated financial statements have been prepared
  using accounting principles generally accepted in the United States of America
  applicable to a going-concern basis, which implies the Company will continue to
  realize its assets and discharge its liabilities in the normal course of
  business. The Company has not generated any revenues from mineral sales since
  inception, has never paid any dividends and is unlikely to pay dividends or
  generate significant earnings in the immediate or foreseeable future. The
  continuation of the Company as a going concern is dependent upon the continued
  financial support of its shareholders, the ability of the Company to obtain
  equity financing and the attainment of profitable operations. The Companys
  ability to achieve and maintain profitability and positive cash flows is
  dependent upon its ability to locate profitable mineral properties, generate
  revenues from mineral production and control production costs. Based upon its
  current plans, the Company expects to incur operating losses in future periods.
  The Company plans to mitigate these operating losses through controlling its
  operating costs. The Company plans to obtain sufficient working capital through
  additional debt or equity financing and private loans. At July 31, 2009, the
  Company had accumulated losses of $15,319,980 since inception (December 21,
  2001). These factors raise substantial doubt regarding the Companys ability to
  continue as a going concern. There is no assurance that the Company will be able
  to generate significant revenues in the future or be successful with any
  financing ventures. These consolidated financial statements do not give any
  effect to any adjustments that would be necessary should the Company be unable
  to continue as a going concern and therefore be required to realize its assets
  and discharge its liabilities in other than the normal course of business and at
  amounts different from those reflected in the accompanying consolidated
  financial statements.

NOTE 4  EQUIPMENT

| |                        |   |        |  |   | July
      31, 2009 |  |   |          | 
| | ---------------------- | - | ------ |  | - | ------------------- |  | - | -------- | 
| |                        |   |        |  |   | Accumulated         |  |   | Net Book | 
| |                        |   | Cost   |  |   | Depreciation        |  |   | Value    | 
| |                        |   |        |  |   |                     |  |   |          | 
| | Office equipment       | $ | 24,404 |  | $ | 6,184               |  | $ | 18,220   | 
| | Furniture and fixtures |   | 8,839  |  |   | 2,407               |  |   | 6,432    | 
| | Computer equipment     |   | 14,874 |  |   | 6,809               |  |   | 8,065    | 
| |                        | $ | 48,117 |  | $ | 15,400              |  | $ | 32,717   | 

| |                        |   |        |  |   | January
      31, 2009 |  |   |          | 
| | ---------------------- | - | ------ |  | - | ---------------------- |  | - | -------- | 
| |                        |   |        |  |   | Accumulated            |  |   | Net Book | 
| |                        |   | Cost   |  |   | Depreciation           |  |   | Value    | 
| |                        |   |        |  |   |                        |  |   |          | 
| | Office equipment       | $ | 24,357 |  | $ | 4,108                  |  | $ | 20,249   | 
| | Furniture and fixtures |   | 8,839  |  |   | 1,690                  |  |   | 7,149    | 
| | Computer equipment     |   | 15,515 |  |   | 6,068                  |  |   | 9,447    | 
| |                        | $ | 48,711 |  | $ | 11,866                 |  | $ | 36,845   | 

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 5  MINERAL PROPERTY INTERESTS

| | a)  | Pinguino Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Pursuant to the terms of a mineral property option
      agreement, dated February 24, 2004, between the Company and an affiliate
      of an ex-director, the Company acquired an option to acquire a 100%
      interest in and to certain mineral claims located in the Santa Cruz
      Province of the Republic of Argentina, known as the Pinguino Property
      totaling 24,710 acres.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | The agreement requires the following payments in order to
      acquire the property: CAD$50,000 on or before July 1, 2004 (paid);
      CAD$75,000 on or before July 1, 2005 (paid); CAD$100,000 on or before July
      1, 2006 (paid); CAD$100,000 on or before July 1, 2007 (paid); and
      CAD$125,000 on or before July 1, 2008 (paid). The agreement is subject to
      a 2% net smelter royalty. The Company has the right at any time up to 60
      days after commencement of commercial production to repurchase either
      one-half of the royalty for $1,000,000 or all of the royalty for
      $2,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | The agreement also provides for an area of interest
      such that, in the event that the optionor records any property claims
      within five (5) kilometers of the boundaries of the property, such claims
      will become subject to the mineral property option agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | Condor 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 Province of the Republic of
      Argentina, known as the Condor Property totaling 24,710 acres, subject
      to a 2% net smelter returns royalty in favor of a director. As
      consideration for the Condor Property, the Company paid to the vendor
      CAD$10,000. The Company has the right to repurchase either one-half of the
      royalty for CAD$1,000,000 or all of the royalty for CAD$2,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 5  MINERAL PROPERTY INTERESTS, continued

| | c) | Santa Cruz and Rio Negro Properties,
      continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | 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)
      kilometers 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 totaling 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 CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 5  MINERAL PROPERTY INTERESTS, continued

Mineral property interest expense reflected in the accompanying
  consolidated statement of operations relates to the following projects:

Three
      
      
      Three
      
      
      Six
      
      
      Six
      
      
      DecemberMonths
      
      
      Months
      
      
      Months
      
      
      Months
      
      
      21, 2001Ended
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      (Inception)July 31,
      
      
      July 31,
      
      
      July 31,
      
      
      July 31,
      
      
      to July 31,2009
      
      
      2008
      
      
      2009
      
      
      2008
      
      
      2009Pinguino Project:Claim maintenance
      $
      -
      
      $
      -
      
      $
      -
      
      $
      11,710
      
      $
      9,975Assaying, testing and
        analysis
      
      59,523
      
      
      50,007
      
      
      87,090
      
      
      91,288
      
      
      486,537Camp and field supplies
      
      58,441
      
      
      204,468
      
      
      121,691
      
      
      377,684
      
      
      1,496,062Drilling
      
      -
      
      
      156,518
      
      
      -
      
      
      2,235,441
      
      
      3,903,421Geological and geophysical
      
      55,645
      
      
      29,995
      
      
      68,009
      
      
      193,953
      
      
      741,742Travel and accommodation
      
      3,197
      
      
      129
      
      
      6,823
      
      
      19,089
      
      
      102,721176,806
      
      
      441,117
      
      
      283,613
      
      
      2,929,165
      
      
      6,740,458Condor Project:Claim maintenance
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      7,528Camp and field supplies
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      198Geological and geophysical
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      4,185-
      
      
      -
      
      
      -
      
      
      -
      
      
      11,911Santa Cruz Properties:Claim maintenance
      
      -
      
      
      504
      
      
      -
      
      
      924
      
      
      18,032-
      
      
      504
      
      
      -
      
      
      924
      
      
      18,032Rio Negro Properties:Camp and field supplies
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      51,836Geological and geophysical
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      39,621Travel and accommodation
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      9,614-
      
      
      -
      
      
      -
      
      
      -
      
      
      101,071Other:
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      31,405$
      176,806
      
      $
      441,621
      
      $
      283,613
      
      $
      2,930,089
      
      $
      6,902,877


NOTE 6  PROMISSORY NOTE

The promissory note payable is unsecured and consists of the
  following:

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

At July 31, 2009, interest of $9,534 ($3,584 - January 31,
  2009) was accrued on the promissory note.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 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.

On May 28, 2009, one of the $50,000 debentures was converted
  into 500,000 units. (Note 8)

The convertible debentures are unsecured and consist of the
  following:

| |                    |   |          |   |   |             |  
| | ------------------ | - | -------- | - | - | ----------- | -
| |                    |   | July 31, |   |   | January 31, |  
| |                    |   | 2009     |   |   | 2009        |  
| |                    |   |          |   |   |             |  
| |                    |   |          |   |   |             |  
| | Face value         | $ | 100,000  |   | $ | 150,000     |  
| | Less debt discount |   | (33,323  | ) |   | (49,985     | )
| | Debt component     |   | 66,677   |   |   | 100,015     |  
| | Accretion          |   | 3,174    |   |   | 667         |  
| |                    | $ | 69,851   |   | $ | 100,682     |  

Over the term of the debentures, the debt component is being
  accreted to the face value of the instrument by recording approximately $6,500
  per year in finance costs. During the six months ended July 31, 2009, finance
  costs of $1,607 were included in interest expense.

NOTE 8  CAPITAL STOCK

Stock Transactions

On July 13, 2009, the Company completed a private placement and
  issued 727,272 units for gross proceeds of $400,000. Each unit consisted of one
  share of common stock and one non-transferable stock purchase warrant
  exercisable at $0.65 for a period of 24 months expiring on July 13, 2011.

On June 18, 2009, the Company completed a private placement and
  issued 455,000 units for gross proceeds of $250,250. Each unit consisted of one
  share of common stock and one non-transferable stock purchase warrant
  exercisable at $0.65 for a period of 24 months expiring on June 18, 2011.

On June 5, 2009, the Company issued 300,000 shares of common
  stock for proceeds of $45,000 on the exercise of warrants. (Note 9)

On May 28, 2009, the Company issued 500,000 units on conversion
  of a $50,000 convertible debenture. Each unit consisted of one share of common
  stock and one non-transferable stock purchase warrant exercisable at $0.15 for a
  period of 24 months expiring on May 28, 2011.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

On May 22, 2009, the Company completed a private placement and
  issued 434,782 units for gross proceeds of $150,000. Each unit consisted of one
  share of common stock and one non-transferable stock purchase warrant
  exercisable at $0.45 for a period of 24 months expiring on May 22, 2011.

During the quarter ended July 31, 2009, the Company issued
  200,000 shares of common stock for proceeds of $50,000 on the exercise of stock
  options. (Note 9)

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 share of common stock and one non-transferable stock purchase warrant
  exercisable at $0.45 for a period of 24 months expiring on April 24, 2011.

Share purchase warrants

Share purchase warrant transactions are summarized as follows:

Number of
      
      
      WeightedAverageShares
      
      
      ExercisePriceBalance at January 31, 2008
      
      2,730,887
      
      $
      1.50Issued
      
      2,997,000
      
      
      1.03Exercised
      
      (767,250
      )
      
      1.75Balance at January 31, 2009
      
      4,960,637
      
      
      1.17Issued
      
      3,595,388
      
      
      0.47Exercised
      
      (300,000
      )
      
      0.15Expired
      
      (1,088,637
      )
      
      1.52Balance at July
        31, 2009
      
      7,167,388
      
      $
      0.81


At July 31, 2009, the following share purchase warrants were
  outstanding and exercisable:

Number of
      Exerciseshares
      Price
      Expiry Date1,135,000
      $ 1.60
      September 20, 2009190,440
      $ 1.30
      September 20, 2009442,000
      $ 1.60
      September 25, 200979,560
      $ 1.30
      September 25, 2009825,000
      $ 0.15
      January 15, 20111,478,334
      $ 0.45
      April 24, 2011434,782
      $0.45
      May 22, 2011500,000
      $0.15
      May 28, 2011455,000
      $0.65
      June 18, 2011727,272
      $0.65
      July 13, 2011900,000
      $ 1.25
      April 13, 20127,167,388


---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Share purchase warrants, continued

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 five 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 of
  4.7%; expected life of the warrants is 2 years; annualized volatility of 140%;
  and dividend rate of 0%. (Note 9)

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                   |  | (40,000   | ) |   | 0.44     | 
| | Balance at January 31, 2009 |  | 1,833,334 |   |   | 0.51     | 
| | Granted                     |  | 2,385,000 |   |   | 0.47     | 
| | Exercised                   |  | (200,000  | ) |   | 0.25     | 
| | Balance at July 31, 2009    |  | 4,018,334 |   | $ | 0.50     | 

The weighted average fair value per stock options granted
  during the six months ended July 31, 2009, was $0.30 (2008 - $Nil).

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Options, continued

At July 31, 2009, the following stock options were
  outstanding:

Number of
      Exerciseshares
      Price
      Expiry Date250,000
      $ 0.25
      December 13, 2009100,000
      $ 0.62
      March 10, 201050,000
      $ 0.25
      June 26, 2010400,000
      $ 0.49
      February 7, 2011200,000
      $ 0.58
      February 9, 2011150,000
      $ 1.35
      May 11, 20111,000,000
      $0.60
      July 14, 2012100,000
      $ 1.13
      November 13, 2012150,000
      $ 0.35
      October 28, 20131,385,000
      $ 0.37
      February 10, 2014233,334
      $ 0.25
      June 26, 20154,018,334


The fair value of stock options granted during the six months
  ended July 31, 2009 was $719,124 (2008 - $Nil) which is being recognized over
  the options vesting periods. At July 31, 2009, 2,325,834 stock options were
  exercisable. Total stock-based compensation recognized during the six months
  ended July 31, 2009 was $212,573 (2008 - $112,843).

Stock-based compensation has been recorded in the consolidated
  statements of operations as follows, with corresponding additional paid-in
  capital recorded in stockholders' equity:

Six
        Months
      
      
      Six
        MonthsEnded July
      
      
      Ended July31, 2009
      
      
      31, 2008Consulting fees
      $
      185,317
      
      $
      112,843Investor relations
      
      27,256
      
      
      -$
      212,573
      
      $
      112,843


---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Options, continued

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

Six
        Months
      Six
        MonthsEnded July 31,
      **Ended July 31,**2009
      2008Risk-free interest rate
      1.23%
      -Expected life of options
      4.16 years
      -Annualized volatility
      94%
      -Dividend rate
      0%
      -


On July 14, 2009 the Company entered into a consulting
  agreement with an officer and company controlled by that officer whereby Company
  agreed to issue 1,000,000 stock purchase options to this officer which entitles
  this officer to purchase 1,000,000 shares of the Companys common stock. These
  options are exercisable at $0.60 for a three year period and vest in four
  installments of 250,000 shares, on January 14, 2010, April 14, 2010, July 14,
  2010 and January 14, 2011. The warrants were valued, using the Black Scholes
  valuation model, at $341,623, $9,205 of this amount was recorded as stock based
  compensation in the financial statements the remaining $332,418 will be recorded
  when the options vest. The assumptions used in the Black Scholes model were:
  risk free interest rate of 1.29%; expected life of the warrants was 3 years;
  annualized volatility of 89%; and dividend rate of 0%. (Note 9)

As at April 30, 2009, the aggregate intrinsic value (AIV) of
  all outstanding, vested stock options was $1,191,650 and the AIV of options
  exercised during the three months ended January 31, 2009 was $27,600.

NOTE 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 six
  months ended July 31, 2009, the Company paid or accrued consulting fees of
  $13,106 (2008 - $15,106) relating to this management agreement. (Note 14)

During the six months ended July 31, 2009, the Company paid
  consulting fees of $2,408 (2008 - $Nil) to this officer.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 9 - RELATED PARTY TRANSACTIONS, continued

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 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. (Note 14)

During the six months ended July 31, 2009 the Company paid
  consulting fees of $45,329 (2008 - $54,381) and recorded stock based
  compensation of $Nil (2008 - $Nil) relating to this consulting agreement and a
  predecessor agreement.

On June 5, 2009, a director exercised 300,000 warrants. (Note
  8)

During the quarter ended July 31, 2009, a director exercised
  200,000 stock options. (Note 8)

On July 14, 2009, we entered into a one year consulting
  agreement with an officer and a company controlled by this officer whereby we
  agreed to pay a consulting fee for services consistent with those ordinarily
  provided by an Executive Vice President of Corporate Development of CAD$12,500
  per month and agreed to issue to this officer options to purchase 1,000,000
  shares of our common stock at an exercise price of $0.60 per share for three
  years. Under the terms of the agreement, if during the period from July 14, 2009
  to July 14, 2010 (a) the Company receives gross proceeds from the sale of equity
  of $6,000,000 or more or $4,500,000 or more if the average price of the equity
  sold is equal to or greater than $1 per share, an incentive bonus is to be paid
  to this officer based on the closing price of the Companys stock in the period
  the financing takes place, times 250,000 (b) the Company receives gross proceeds
  from the sale of shares of our common stock or warrants for $4,500,000 or more
  if the average price of the equity sold is equal or greater than $1.50 per
  share, an additional incentive bonus is to be paid to this officer based on the
  closing price of the Companys stock in the period the financing takes place,
  times 150,000, or (c) the average price for the Companys common stock equals or
  exceeds $3 for 20 consecutive trading days an additional incentive bonus is to
  be paid to this officer, based on the closing price of the Companys stock at
  the end of 20 consecutive days of trading, times 250,000. This agreement is
  subject to shareholder approval. (Note 8)

During the six months ended July 31, 2009 the Company paid
  consulting fees of $5,793 to this company and recorded stock based compensation
  of $9,205 relating to this consulting 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.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 10 - SEGMENTED INFORMATION

At July 31, 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:

| |                     |   | July
      31, |  |   | January
      31, | 
| | ------------------- | - | -------------- |  | - | ----------------- | 
| |                     |   | 2009           |  |   | 2009              | 
| |                     |   |                |  |   |                   | 
| | Identifiable assets |   |                |  |   |                   | 
| | Canada              | $ | 798,697        |  | $ | 120,576           | 
| | Argentina           |   | 22,805         |  |   | 44,515            | 
| |                     | $ | 821,502        |  | $ | 165,091           | 

| |                     |   | Three    |  |   | Three    |  |   | Six      |  |   | Six       | 
| | ------------------- | - | -------- |  | - | -------- |  | - | -------- |  | - | --------- | 
| |                     |   | Months   |  |   | Months   |  |   | Months   |  |   | Months    | 
| |                     |   | Ended    |  |   | Ended    |  |   | Ended    |  |   | Ended     | 
| |                     |   | July 31, |  |   | July 31, |  |   | July 31, |  |   | July 31,  | 
| |                     |   | 2009     |  |   | 2008     |  |   | 2009     |  |   | 2008      | 
| |                     |   |          |  |   |          |  |   |          |  |   |           | 
| | Loss for the period |   |          |  |   |          |  |   |          |  |   |           | 
| | Canada              | $ | 317,239  |  | $ | 387,666  |  | $ | 602,759  |  | $ | 754,965   | 
| | Argentina           |   | 169,169  |  |   | 549,338  |  |   | 296,587  |  |   | 3,057,268 | 
| |                     | $ | 486,408  |  | $ | 937,004  |  | $ | 899,346  |  | $ | 3,812,233 | 

NOTE 11  FINANCIAL INSTRUMENTS

The carrying values and fair values of our financial
  instruments are as follows:

|                                         |   | July 31, 2009 |  |   | January 31, 2009 | 
|---------------------------------------- | - | ------------- |  | - | ---------------- | 
|                                         |   | Carrying      |  |   | Fair             | 
|                                         |   | value         |  |   | value            | 
|Cash                                     | $ | 741,395       |  | $ | 741,395          | 
|Receivables                              | $ | 16,766        |  | $ | 16,766           | 
|Accounts payable and accrued liabilities | $ | 120,273       |  | $ | 120,273          | 
|Promissory note                          | $ | 150,000       |  | $ | 150,000          | 
|Convertible debenture                    | $ | 69,851        |  | $ | 69,851           | 

The following method was used to estimate the fair values of
  our financial instruments:

The carrying amount approximates fair value because of the
  short maturity of the instruments.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 12  COMMITMENT

Lease Commitment

On December 15, 2007, we entered into a sublease agreement for
  two years and eleven months at CAD$1,463 (US$1,358) per month until October 31,
  2009 and CAD$1,537 (US$1,426) per month until October 31, 2010. At July 31,
  2009, the minimum future lease payments under our operating lease are as
  follows:

At July 31,
      Amount2010
      16,9112011
      4,279


NOTE 13  RECENT ACCOUNTING STANDARDS AND
  PRONOUNCEMENTS

New accounting standards adopted during the six months ended
  July 31, 2009 were:

On February 1, 2008, we adopted SFAS No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 relates to financial assets and
  financial liabilities. In February 2008, the Financial Accounting Standards
  Board (FASB) issued FASB Staff Position (FSP) No. FAS 157-2 (FAS 157-2), Effective Date of FASB Statement No. 157, which delayed the effective
  date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities,
  except those that are recognized or disclosed at fair value in the financial
  statements on at least an annual basis, until January 1, 2009 for entities with
  a calendar year end or February 1, 2009 for us. Also in February 2008, the FASB
  issued FSP No. FAS 157-1 (FAS 157-1), Application of FASB Statement No. 157
    to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair
    Value Measurements for Purposes of Lease Classification or Measurement under
    Statement 13, which states that SFAS No. 13 (SFAS 13), Accounting for
      Leases, and other accounting pronouncements that address fair value
  measurements for purposes of lease classification or measurement under SFAS 13
  are excluded from the provisions of SFAS 157, except for assets and liabilities
  related to leases assumed in a business combination that are required to be
  measured at fair value under SFAS No. 141 (SFAS 141), Business Combinations,or SFAS No. 141 (revised 2007) (SFAS 141(R)), Business Combinations.

SFAS 157 defines fair value, establishes a framework for
  measuring fair value in accounting principles generally accepted in the United
  States of America (GAAP), and expands disclosures about fair value measurements.
  The provisions of this standard apply to other accounting pronouncements that
  require or permit fair value measurements and are to be applied prospectively
  with limited exceptions. We 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 our consolidated financial
  statements.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 13  RECENT ACCOUNTING STANDARDS AND
  PRONOUNCEMENTS**, continued**

SFAS 157 defines fair value as the price that would be received
  to sell an asset or paid to transfer a liability in an orderly transaction
  between market participants at the measurement date. This standard is now the
  single source in GAAP for the definition of fair value, except for the fair
  value of leased property as defined in SFAS 13. SFAS 157 establishes a fair
  value hierarchy that distinguishes between (a) market participant assumptions
  developed based on market data obtained from independent sources (observable
  inputs), and (b) an entitys own assumptions about market participant
  assumptions that are developed based on the best information available in the
  circumstances (unobservable inputs). The fair value hierarchy consists of three
  broad levels, giving the highest priority to unadjusted quoted prices in active
  markets for identical assets or liabilities (Level 1) and the lowest priority to
  unobservable inputs (Level 3). The three levels of the fair value hierarchy
  under SFAS 157 are described below:

- Level 1 - Unadjusted quoted prices in active markets that are accessible at
      the measurement date for identical, unrestricted assets or liabilities
- Level 2 - Inputs other than quoted prices included within Level 1 that are
      observable for the asset or liability, either directly or indirectly,
      including quoted prices for similar assets or liabilities in active markets;
      quoted prices for identical or similar assets or liabilities in markets that
      are not active; inputs other than quoted prices that are observable for the
      asset or liability (e.g., interest rates); and inputs that are derived
      principally from or corroborated by observable market data by correlation or
      other means
- Level 3 - Inputs that are both significant to the fair value measurement
      and unobservable

In February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial Assets and Financial
  LiabilitiesIncluding an amendment of FASB Statement No. 115. SFAS 159
  permits measurement of certain financial assets and financial liabilities at
  fair value. If the fair value option is elected, the unrealized gains and losses
  are reported in earnings at each reporting date. Generally, the fair value
  option may be elected on an instrument-by-instrument basis, as long as it is
  applied to the instrument in its entirety. The fair value option election is
  irrevocable, unless a new election date occurs. We adopted SFAS 159 on February
  1, 2008, with no material impact on our consolidated financial statements, as we
  did not elect the fair value option for any of our consolidated financial assets
  or liabilities.

In December 2007, the FASB issued SFAS No. 141(R) (SFAS 141
  (R)), Business Combinations, which replaces SFAS 141, Business
    Combinations, and which requires an acquirer to recognize the assets
  acquired, the liabilities assumed, and any non-controlling interest in the
  acquiree at the acquisition date, measured at their fair values as of that date,
  with limited exceptions. This statement also requires the acquirer in a business
  combination achieved in stages to recognize the identifiable assets and
  liabilities, as well as the non-controlling interest in the acquiree, at the
  full amounts of their fair values. SFAS 141(R) makes various other amendments to
  authoritative literature intended to provide additional guidance or to confirm
  the guidance in that literature to that provided in this statement. This
  statement applies prospectively to business combinations for which the
  acquisition date is on or after the beginning of the first annual reporting
  period beginning on or after December 15, 2008. We adopted this statement on
  February 1, 2009. We expect SFAS 141(R) will have an impact on our accounting
  for future business combinations, but the effect is dependent upon making
  acquisitions in the future.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 13  RECENT ACCOUNTING STANDARDS AND
  PRONOUNCEMENTS**, continued**

In December 2007, the FASB issued SFAS No. 160 (SFAS 160), Noncontrolling Interests in Consolidated Financial Statements, which
  amends Accounting Research Bulletin (ARB) No. 51 (ARB 51), Consolidated
    Financial Statements, to improve the relevance, comparability, and
  transparency of the financial information that a reporting entity provides in
  its consolidated financial statements. SFAS 160 establishes accounting and
  reporting standards that require the ownership interests in subsidiaries not
  held by the parent to be clearly identified, labeled and presented in the
  consolidated statement of financial position within equity, but separate from
  the parents equity. This statement also requires the amount of consolidated net
  income attributable to the parent and to the non-controlling interest to be
  clearly identified and presented on the face of the consolidated statement of
  income. Changes in a parents ownership interest while the parent retains its
  controlling financial interest must be accounted for consistently, and when a
  subsidiary is deconsolidated, any retained non-controlling equity investment in
  the former subsidiary must be initially measured at fair value. The gain or loss
  on the deconsolidation of the subsidiary is measured using the fair value of any
  non-controlling equity investment. The statement also requires entities to
  provide sufficient disclosures that clearly identify and distinguish between the
  interests of the parent and the interests of the non-controlling owners. This
  statement applies prospectively to all entities that prepare consolidated
  financial statements and applies prospectively for fiscal years, and interim
  periods within those fiscal years, beginning on or after December 15, 2008. Our
  adoption of this statement on February 1, 2009 had no impact on our consolidated
  financial statements.

In March 2008, the FASB issued SFAS No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activities. This
  statement changes the disclosure requirements for derivative instruments and
  hedging activities. Entities are required to provide enhanced disclosures about
  (a) how and why an entity uses derivative instruments, (b) how derivative
  instruments and related hedged items are accounted for under SFAS No. 133 (SFAS
  133), Accounting for Derivative Instruments and Hedging Activities, and its
  related interpretations, and (c) how derivative instruments and related hedged
  items affect an entitys financial position, financial performance, and cash
  flows. This statement is effective for financial statements issued for fiscal
  years and interim periods beginning after November 15, 2008. This statement
  encourages, but does not require, comparative disclosures for earlier periods at
  initial adoption. Our adoption of SFAS 133 on February 1, 2009 did not a
  material effect on our current or comparative consolidated financial statements.

In April 2008, the FASB issued FSP No. 142-3 (FSP 142-3), Determination of the Useful Life of Intangible Assets. FSP 142-3 amends
  the factors to be considered in developing renewal or extension assumptions used
  to determine the useful life of intangible assets under SFAS No. 142 (SFAS 142), Goodwill and Other Intangible Assets. Its intent is to improve the
  consistency between the useful life of an intangible asset and the period of
  expected cash flows used to measure its fair value. This FSP is effective
  prospectively for intangible assets acquired or renewed after February 1, 2009.
  We do not expect the adoption of FSP 142-3 to have a material impact on our
  accounting for future acquisitions of intangible assets.

In May, 2008, FASB issued SFAS No. 162 (SFAS 162), The
  Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies
  the sources of accounting principles and the framework for selecting the
  principles used in the preparation of financial statements of nongovernmental
  entities that are presented in conformity with GAAP. This statement was
  effective for us on February 1, 2009. Adoption of this statement did not have a
  material impact on our consolidated financial statements.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 13  RECENT ACCOUNTING STANDARDS AND
  PRONOUNCEMENTS**, continued**

On May 9, 2008, the FASB issued FSP APB No. 14-1 (FSP APB
  14-1), Accounting for Convertible Debt Instruments That May Be Settled in
    Cash upon Conversion (Including Partial Cash Settlement).FSP APB 14-1
  clarifies that convertible debt instruments that may be settled in cash upon
  conversion (including partial cash settlement) are not addressed by paragraph 12
  of FSP APB 14, Accounting for Convertible Debt and Debt Issued with Stock
    Purchase Warrants. Additionally, FSP APB 14-1 specifies that issuers of such
  instruments should separately account for the liability and equity components in
  a manner that will reflect the entitys nonconvertible debt borrowing rate when
  interest cost is recognized in subsequent periods. FSP APB14-1 is effective for
  financial statements issued for fiscal years beginning after December 15, 2008,
  and interim periods within those fiscal years. FSP APB 14-1 was effective for us
  on February 1, 2009, the adoption of FSP APB 14-1 is did not have a material
  impact on our consolidated results of operations or financial position.

In June 2008, the FASB issued EITF Issue No. 07-5 (EITF 07-5), Determining whether an Instrument (or Embedded Feature) is indexed to an
  Entitys Own Stock. EITF 07-5 is effective for financial statements issued
  for fiscal years beginning after December 15, 2008, and interim periods within
  those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS
  No. 133 (SFAS 133) Accounting for Derivatives and Hedging Activities, specifies that a contract that would otherwise meet the definition of a
  derivative but is both (a) indexed to the Companys own stock and (b) classified
  in stockholders equity in the statement of financial position would not be
  considered a derivative financial instrument. EITF 07-5 provides a new two-step
  model to be applied in determining whether a financial instrument or an embedded
  feature is indexed to an issuers own stock and thus able to qualify for the
  SFAS 133 paragraph 11(a) scope exception. EITF 07-5 was effective for us on
  February 1, 2009, the adoption of EITF 07-5 did not have a material impact on
  our consolidated financial statements.

On June 16, 2008, the FASB issued FSP EITF No. 03-6-1 (FSP EITF
  03-06-1), Determining Whether Instruments Granted in Share-Based Payment
    Transactions Are Participating Securities, to address the question of
  whether instruments granted in share-based payment transactions are
  participating securities prior to vesting. FSP EITF 03-6-1 indicates that
  unvested share-based payment awards that contain rights to dividend payments
  should be included in earnings per share calculations. The guidance is effective
  for fiscal years beginning after December 15, 2008. FSP EITF 03-6-1 was
  effective for us on February 1, 2009, adoption of FSP EITF 03-6-1 did not have a
  material impact on our consolidated results of operations or financial position.

In October 2008, the FASB issued FSP No. 157-3 (FSP 157-3), Determining the Fair Value of a Financial Asset When the Market for That
  Asset Is Not Active. FSP 157-3 clarifies the application of SFAS 157 in a
  market that is not active and provides an example to illustrate key
  considerations in determining the fair value of a financial asset when the
  market for that financial asset is not active. As it relates to our financial
  assets and liabilities recognized or disclosed at fair value in our financial
  statements on a recurring basis (at least annually), the adoption of FSP 157-3
  did not have a material impact on our consolidated financial statements.

In November 2008, the EITF reached consensus on Issue No. 08-6
  (EITF 08-6), Equity Method Investment Accounting Considerations, which
  clarifies the accounting for certain transactions and impairment considerations
  involving equity method investments. The intent of EITF 08-6 is to provide
  guidance on (i) determining the initial carrying value of an equity method
  investment, (ii) performing an impairment assessment of an underlying
  indefinite-lived intangible asset of an equity method investment, (iii)
  accounting for an equity method investees issuance of shares, and (iv)
  accounting for a change in an investment from the equity method to the cost
  method. EITF 08-6 was effective for our fiscal year beginning February 1, 2009,
  adoption this statement had no material effect on our current or prior
  consolidated financial position or results of operations.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 13  RECENT ACCOUNTING STANDARDS AND
  PRONOUNCEMENTS**, continued**

In December 2008, the FASB issued FSP No. FAS 140-4 (FSP 140-4)
  and FIN No. 46(R)-8 (FIN 46(R)), Disclosures by Public Entities (Enterprises)
    About Transfers of Financial Assets and Interest in Variable Interest
    Entities. FSP 140-4 requires additional disclosure about transfers of
  financial assets and an enterprises involvement with variable interest
  entities. FSP 140-4 was effective for the first reporting period ending after
  December 15, 2008 or February 1, 2009 for us. The adoption of FSP 140-4 did not
  have a material impact on our consolidated financial statements.

In December 2008, the FASB issued FSP No.132 (R)-1 (FSP 132
  (R)-1), Employers Disclosures about Pensions and Other Postretirement
    Benefit. FSP 132 (R)-1 requires enhanced disclosures about the plan assets
  of a Companys defined benefit pension and other postretirement plans. The
  enhanced disclosures required by this FSP are intended to provide users of
  financial statements with a greater understanding of: (1) how investment
  allocation decisions are made, including the factors that are pertinent to an
  understanding of investment policies and strategies; (2) the major categories of
  plan assets; (3) the inputs and valuation techniques used to measure the fair
  value of plan assets; (4) the effect of fair value measurements using
  significant unobservable inputs (Level 3) on changes in plan assets for the
  period; and (5) significant concentrations of risk within plan assets. This FSP
  was effective for our fiscal year beginning February 1, 2009. The adoption of
  FSP 132 (R) -1 and did not have a material impact on our consolidated financial
  statements.

In May 28, 2009, the FASB issued SFAS No. 165 (SFAS 165), Subsequent Events. SFAS 165 establishes authoritative accounting and
  disclosure guidance for recognized and non-recognized subsequent events that
  occur after the balance sheet date but before financial statements are issued.
  SFAS 165 also requires disclosure of the date through which an entity has
  evaluated subsequent events and the basis for that date. SFAS 165 was effective
  for us beginning with our Quarterly Report on Form 10-Q for the three and six
  months ended July 31, 2009, and will be applied prospectively. The adoption of
  SFAS 165 had no impact on our consolidated financial statements.

On April 9, 2009, the FASB issued FSP No. FAS 157-4 (FSP FAS
  157-4), Determining Fair Value When the Volume and Level of Activity for the
    Asset or Liability Have Significantly Decreased and Identifying Transactions
    That Are Not Orderly. FSP FAS 157-4 provides additional guidance for
  estimating fair value in accordance with SFAS 157 when the volume and level of
  activity for the asset or liability have significantly decreased and includes
  guidance for identifying circumstances that indicate a transaction is not
  orderly. This guidance is necessary to maintain the overall objective of fair
  value measurements, which is that fair value is the price that would be received
  to sell an asset or paid to transfer a liability in an orderly transaction
  between market participants at the measurement date under current market
  conditions. We adopted FSP FAS 157-4 on July 31, 2009, the adoption of FSP FAS
  157-4 had no impact on our consolidated financial statements.

On April 9, 2009, the FASB issued FSP No. FAS 115-2 and FAS
  124-2 (FSP FAS 115-2/124-2), Recognition and Presentation of
    Other-Than-Temporary Impairments. FSP FAS 115-2/124-2 amends existing
  other-than-temporary impairment guidance for debt securities to make the
  guidance more operational and to improve the presentation and disclosure of
  other-than-temporary impairments on debt and equity securities. The adoption of
  FSP FAS 115-2/124-2 on July 31, 2009 had no impact on our consolidated financial
  statements.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 13  RECENT ACCOUNTING STANDARDS AND
  PRONOUNCEMENTS**, continued**

On April 9, 2009, the FASB issued FSP No. FAS 107-1 and APB
  28-1 (FSP FAS 107-1/APB 28-1), Interim Disclosures about Fair Value of
    Financial Instruments. FSP FAS 107-1/APB 28-1 requires a publicly traded
  company to include disclosures about the fair value of its financial instruments
  whenever it issues summarized financial information for interim reporting
  periods. Such disclosures include the fair value of all financial instruments,
  for which it is practicable to estimate that value, whether recognized or not
  recognized in the statement of financial position; the related carrying amount
  of these financial instruments; and the method(s) and significant assumptions
  used to estimate the fair value. Other than the required disclosures, the
  adoption of FSP FAS 107-1/APB 28-1 on July 31, 2009 had no impact on our
  consolidated financial statements. (Note 11)

On April 1, 2009, the FASB adopted FSP No. FAS 141(R)-1 (FSP
  FAS 141(R)-1), Accounting for Assets Acquired and Liabilities Assumed in a
    Business Combination That Arise from Contingencies.FSP FAS 141(R)-1 applies
  to all assets acquired and liabilities assumed in a business combination that
  arise from certain contingencies as defined in this FSP and requires (i) an
  acquirer to recognize at fair value, at the acquisition date, an asset acquired
  or liability assumed in a business combination that arises from a contingency if
  the acquisition-date fair value of that asset or liability can be determined
  during the measurement period otherwise the asset or liability should be
  recognized at the acquisition date if certain defined criteria are met; (ii)
  contingent consideration arrangements of an acquiree assumed by the acquirer in
  a business combination be recognized initially at fair value; (iii) subsequent
  measurements of assets and liabilities arising from contingencies be based on a
  systematic and rational method depending on their nature and contingent
  consideration arrangements be measured subsequently in accordance with the
  provisions of SFAS 141(R); and (iv) disclosures of the amounts and measurement
  basis of such assets and liabilities and the nature of the contingencies. We
  adopted this on July 31, 2009. We expect FSP FAS 141(R)-1 will have an impact on
  our accounting for future business combinations, but the effect is dependent
  upon making acquisitions in the future.

New accounting standards to be adopted are as follows:

In June 2009, the FASB issued SFAS No. 166 (SFAS 166), Accounting for Transfers of Financial Assets an amendment of FASB Statement
  No. 140. SFAS 166 eliminates the qualifying special purpose entities from
  the consolidation guidance and clarifies the requirements for isolation and
  limitations on portions of financial assets that are eligible for sale
  accounting. It requires additional disclosures about the risks from continuing
  involvement in transferred financial assets accounted for as sales. The
  effective date is the beginning of fiscal year 2011 or February 1, 2011 for us.
  The adoption of this statement is not expected to have a material effect on our
  consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167 (SFAS 167), Amendments to FASB InterpretationNo. 46(R). This Statement
  requires a qualitative analysis to determine the primary beneficiary of a
  variable interest entity (VIE). The analysis identifies the primary beneficiary
  as the enterprise that has both the power to direct the activities of a VIE that
  most significantly impact the VIEs economic performance and the obligation to
  absorb losses or the right to receive benefits that could be significant to the
  VIE. The Statement also requires additional disclosures about an enterprises
  involvement in a VIE. The effective date is the beginning of fiscal year 2011 or
  February 1, 2011 for us. The adoption of this statement is not expected to have
  a material effect on our consolidated financial statements.

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage
  Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    JULY 31, 2009 
    (Unaudited)(Stated in U.S. Dollars)

NOTE 13  RECENT ACCOUNTING STANDARDS AND
PRONOUNCEMENTS**, continued**

In June 2009, the FASB issued SFAS No. 168 (SFAS 168), The
  FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
  Accounting Principles (GAAP). This Statement replaces SFAS No. 162 and
  establishes the FASB Accounting Standards Codification (Codification) as the
  source of authoritative accounting principles recognized by the FASB. Rules and
  interpretive releases of the SEC under federal securities laws are also sources
  of authoritative GAAP for SEC registrants. All guidance contained in the
  Codification carries an equal level of authority. The effective date is the
  August 1, 2009. The adoption of this statement is not expected to have a
  material effect on our consolidated financial statements.

NOTE 14  SUBSEQUENT EVENTS

In accordance with SFAS 165 management evaluated all activity
  of the Company through September 11, 2009 (the issue date of the financial
  statements) and concluded that no subsequent events have occurred that would
  require recognition in the consolidated financial Statements or disclosure in
  the consolidated notes to the financial statements.

Related Party Transactions

On August 15, 2009 we cancelled our CAD$2,500 per month
  management agreement with an officer. (Note 9)

On August 1, 2009, we entered into a two year consulting
  agreement with a director and Frontera Geological Services Ltd., a company
  wholly-owned by the Companys President whereby we agreed to pay a consulting
  fee for services ordinarily provided by a Chief Executive Officer of CAD$12,500
  per month and agreed to issue to this director options to purchase 100,000
  shares of our common stock with a three year term and an exercise price equal to
  the closing price, last sale of the day, on the OTC Bulletin Board on the date
  the options are granted. Under the terms of the agreement, if during the period
  from August 1, 2009 to August 1, 2010 (a) the Company receives gross proceeds
  from the sale of equity of $6,000,000 or more or $4,500,000 or more, if the
  average price of the equity sold is equal to or greater than $1 per share, an
  incentive bonus is to be paid to this director based on the closing price of the
  Companys common stock in the period the financing takes place, times 250,000
  (b) the Company receives gross proceeds from the sale of shares of common stock
  or warrants of $4,500,000 or more, if the average price of the equity sold is
  equal or greater than $1.50 per share, an additional incentive bonus is to be
  paid to this director based on the closing price of the Companys common stock
  in the period the financing takes place, times 150,000, (c) a resource estimate
  and a complete and positive scoping study is completed on the Companys Pinguino
  property, a cash incentive bonus is to be paid to this director based on the
  closing price of the Companys common stock on the date the scoping study is
  completed, times 150,000 or (d) the average price for the Companys common stock
  equals or exceeds $3 for 20 consecutive trading days, an additional incentive
  bonus is to be paid to this director based on the closing price of the Companys
  stock at the end of 20 consecutive days of trading times, 250,000. This
  agreement is subject to regulatory and shareholder approval. (Note 9)

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- 5 -

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,
- Political changes in Argentina, which could affect our interests there, 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 interim unaudited consolidated financial statements and the
related notes that appear elsewhere in this quarterly

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- 6 -

report and our audited consolidated financial statements and
related notes included in our Annual Report on Form 10-K for the fiscal year
ended January 31, 2009 .

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. 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, where we have had
exploration success in discovering polymetallic mineralization in the past. We
believe that additional targeted exploration expenditures in the form of
geophysics, soil geochemistry, trenching and drilling on the Pinguino property
is warranted to test the limits of known mineralization as well as new target
testing.

We have not determined whether our properties contain any
mineral reserves. 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. We have not begun
significant operations and are considered an exploration stage company, as that
term is defined in Industry Guide 7.

We anticipate that we will incur the following expenses during
the 12 month period ending August 31, 2010:

Estimated Funding Required During the Next 12 MonthsExpense
    AmountMineral
      exploration expenses and holding costs
    $4,000,000General and administrative expenses, including investor
      relations
    $1,000,000Accrued accounts payable, repayment of debt and
      acquisition of fixed assets
    $230,000Total
    $5,230,000Cash on hand,
      September 1, 2009, estimated
    $650,000Proceeds form
      exercise of warrantsEstimated excess of cash requirements over cash
      resources
    $4,580,000


During the 12 months ending August 31, 2010, we anticipate that
we will require approximately $4.6 million in order to fund the plan of
operations outlined above.

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 equity
securities.

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- 7 -

We do not currently have any 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.

Results of Operations

Our operating results for the three and six-month period ended
July 31, 2009 and 2008 and the changes between those periods in our operating
expenses are summarized below:

| |                     |   |          |  |   |          |  |   | Changes     |   |   |            |  |   |            |  |   |             |  
| | ------------------- | - | -------- |  | - | -------- |  | - | ----------- | - | - | ---------- |  | - | ---------- |  | - | ----------- | -
| |                     |   |          |  |   |          |  |   | between the |   |   |            |  |   |            |  |   | Changes     |  
| |                     |   | Three-   |  |   | Three-   |  |   | Three-      |   |   |            |  |   |            |  |   | between the |  
| |                     |   | month    |  |   | month    |  |   | month       |   |   |            |  |   |            |  |   | Six-month   |  
| |                     |   | period   |  |   | period   |  |   | period      |   |   | Six-month  |  |   | Six-month  |  |   | period      |  
| |                     |   | Ended    |  |   | Ended    |  |   | Ended July  |   |   | period     |  |   | period     |  |   | Ended July  |  
| |                     |   | July 31, |  |   | July 31, |  |   | 21, 2009    |   |   | Ended July |  |   | Ended July |  |   | 31, 2009    |  
| |                     |   | 2009     |  |   | 2008     |  |   | and 2008    |   |   | 31, 2009   |  |   | 31, 2008   |  |   | and 2008    |  
| | Mineral exploration | $ | 176,806  |  | $ | 558,177  |  | $ | (381,371    | ) | $ | 283,613    |  | $ | 3,046,645  |  | $ | (2,763,032  | )
| | activities          |   |          |  |   |          |  |   |             |   |   |            |  |   |            |  |   |             |  
| | Stock-based         |   | 110,877  |  |   | 58,689   |  |   | 52,188      |   |   | 212,573    |  |   | 112,843    |  |   | 99,730      |  
| | compensation        |   |          |  |   |          |  |   |             |   |   |            |  |   |            |  |   |             |  
| | General and         |   | 198,725  |  |   | 320,138  |  |   | (121,413    | ) |   | 403,160    |  |   | 652,745    |  |   | (249,585    | )
| | administrative      |   |          |  |   |          |  |   |             |   |   |            |  |   |            |  |   |             |  
| |                     |   |          |  |   |          |  |   |             |   |   |            |  |   |            |  |   |             |  
| | Total expenses      | $ | 486,408  |  | $ | 937,004  |  | $ | (450,596    | ) | $ | 899,346    |  | $ | 3,812,233  |  | $ | (2,912,887  | )

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 or we sell one or
more of our mineral properties. We are currently in the exploration stage of our
business and we can provide no assurances that we will discover a reserve on our
properties or, if we do discover a reserve, that we will be able to enter into
commercial production.

Expenses

Mineral Exploration Activities

Our mineral exploration expenses for the three-month period
ended July 31, 2009 were $176,806, representing a decrease of $381,371 or 68%
when compared to our mineral exploration expenses of $558,177 for the
three-month period ended July 31, 2008. Our mineral exploration expenses for the
six-month period ended July 31, 2009 were $283,613, representing a decrease of
$2,763,032 or 91% when compared to our mineral exploration expenses of
$3,046,645 for the six-month period ended July 31 2008. This decrease in our
mineral exploration expenses was due primarily our decision to temporarily
suspend our exploration program during the recent global economic downturn, as
well as a write-down of mineral claims of $116,556.

Stock-Based Compensation

Our stock-based compensation expense increased by $52,188 or
89% from $58,689 for the three-month period ended July 31, 2008 to $110,877 for
the three-month period ended July 31, 2009. Our stock-based compensation expense
increased by $99,730 or 73% from $112,843 for the six-month period ended July
31, 2008 to $212,573 for the six-month period ended July 31, 2009. The increase
in our stock-based compensation was due to the issuance of 2,385,000 stock
options during the six-month period (of which 1,385,000 were issued during the
three-month

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- 8 -

period) ended July 31, 2009, in contrast to the three and
six-month periods ended July 31, 2008, during which we did not issue any stock
options. At January 31, 2009 we reclassified stock-based compensation from a
line item on our statement of operations and began allocating it to the
appropriate expense categories.

General and Administrative

Our general and administrative expenses decreased by $121,413
or 38% from $320,138 for the three-month period ended July 31, 2008 to $198,725,
for the three-month period ended July 31, 2009. This decrease was primarily
caused by decreases in consulting fees of $48,486, investor relations and
communications of $16,381 and office and sundry of $48,342 due to attending less
conferences; professional fees of $30,234 due to listing on the TSX during the
prior year. These decreases were partially offset by an increase in transfer
agent fees of $16,153 due to equity transactions in the current period.

Our general and administrative expenses decreased by $249,585
or 38% from $652,745 for the six-month period ended July 31, 2008 to $403,160,
for the six-month period ended July 31, 2009. This decrease was primarily caused
by decreases in consulting fees of $18,743; investor relations and
communications of $50,033, office and sundry of $54,712 and travel of $13,822
due to attending less conferences; professional fees of $141,500 due to listing
on the TSX during the prior year.

Liquidity and Capital Resources

Our working capital at July 31, 2009 and 2008 is summarized
below:

|                          |   | At            |  |   | At               |   |   | Change between 
    July 31, and | 
|------------------------- | - | ------------- |  | - | ---------------- | - | - | -------------------------------- | 
|                          |   | July 31, 2009 |  |   | January 31, 2009 |   |   | January 31, 2009                 | 
|Current assets            | $ | 788,785       |  | $ | 128,246          |   | $ | 660,539                          | 
|Current
      liabilities |   | 340,124       |  |   | 366,330          |   |   | 26,206                           | 
|Working capital (deficit) | $ | 448,661       |  | $ | (238,084         | ) | $ | 686,745                          | 

Current Assets

Our current assets increased by $660,539 or 515% from $128,246
at January 31, 2009 to $788,785 at July 31, 2009. The increase was due to
increases in cash from equity financing, receivables due to an increase in
refundable value added tax and prepayments for services.

Current Liabilities

Our current liabilities decreased by $26,206 or 7% from
$366,330 at January 31, 2009 to $340,124 at July 31, 2009. The decrease in our
liabilities was primarily due to the conversion of one of our convertible
debentures.

Working Capital

Our working capital increased by $686,745 or 288% from a
working capital deficit of $238,084 to working capital of $448,661. The increase
was primarily due to the cash we received from the sale of equity securities.

The following table summarizes our sources and uses of cash:

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- 9 -

Six-month period
    
    
    Six-month periodEnded July 31,
    
    
    Ended July 31,2009
    
    
    2008Cash flows used in operating activities
    $
    (702,091
    )
    $
    (4,076,709
    )Cash flows used in investing activities
    
    -
    
    
    (22,231
    )Cash flows provided by financing activities
    
    1,334,926
    
    
    3,626,528Net increase (decrease) in cash during
      period
    $
    632,835
    
    $
    (472,412
    )


Net cash used in operating activities

Net cash used in operating activities during the six-month
period ended July 31, 2009 was $702,091. We used cash to prepay expenses, to pay
value added tax and to pay accounts payable. These uses of cash were partially
offset by a net decrease in our accruals.

Net cash used in operating activities during the six-month
period ended July 31, 2008 was $4,076,709. We used cash to prepay expenses and
to pay accounts payable. These uses of cash were partially offset by a net
decrease in our accruals.

Net cash used in investment activities

We had no investment activities during the six-month period
ended July 31, 2009.

During the six-month period ended July 31, 2008, we spent
$22,231 on the acquisition of equipment.

Net cash provided by financing activities

During the six-month period ended July 31, 2008, we received
net cash of $1,239,926 on the issuance of 3,095,388 units in respect of private
placements, $45,000 on the exercise of 300,000 warrants and $50,000 on the
exercise of 200,000 stock options.

During the six-month period ended July 31, 2008, we received
cash of $3,626,528 on the issuance 3,154,000 units in respect of private
placements.

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 August 31, 2010.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending August 31, 2010.

Employees

As of July 31, 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 and Executive
Vice-President of Corporate Development provide services pursuant to consulting
contracts. Our Chief Financial Officer receives a consulting fee on a monthly
basis and our part-time bookkeeper provides services on an hourly basis. None of
our consultants, including our Chief Financial Officer but excluding our
President and our Executive Vice-President of Corporate Development, are
required by the terms of their consulting agreements to spend all of their time
on our affairs. Our President and our Executive Vice-President of Corporate
Development are required to spend substantially all of their working time on our
affairs.

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- 10 -

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 July 31, 2009, we incurred losses of $15,319,980. 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
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements and no
non-consolidated, special-purpose entities.

Contingencies and Commitments

We had no contingencies at July 31, 2009

We have the following long-term contractual obligations and
commitments:

Operating lease

On December 15, 2007, we entered into a sublease agreement for
two years and eleven months at CAD$1,463 (US$1,358) per month until October 31,
2009 and CAD$1,537 (US$1,426) per month until October 31, 2010.

Consulting contract

On September 1, 2009, with retroactive effect to August 1,
2009, we entered into a new consulting agreement with Frontera Geological
Services Ltd. and Kenneth Hicks, our President, Chief Executive Officer and a
director of our company, pursuant to which Frontera Geological Services Ltd.
agreed to cause Kenneth Hicks to provide, among other things, services to our
company consistent with those ordinarily provided by a Chief Executive Officer,
including the duties and responsibilities set out at schedule A to the
consulting agreement and we agreed, among other things, to (i) pay Frontera
Geological Services Ltd. a monthly cash fee of CDN$12,500; (ii) grant Mr. Hicks
options to purchase 100,000 shares of our common stock at an exercise price
equal to the closing price, last sale of the day, on the OTC Bulletin Board on
the date the options were granted and with a term of three years from the

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- 11 -

date of grant; and (iii) pay incentive bonuses upon the
occurrence of specified milestones. This agreement is subject to approval by our
shareholders and has been included as an agenda item for our annual meeting of
shareholders.

Internal and External Sources of Liquidity

To date we have funded our operations by selling our securities
and borrowing funds secured with promissory notes, and convertible
debentures.

Critical Accounting Policies

A summary of our critical accounting policies is included in
our annual report on Form 10-K for the year ended January 31, 2009. Additional
critical accounting policies that either affect us or have been developed since
January 31, 2009 are summarized below.

Reclassifications

Certain prior period amounts in the accompanying financial
statements have been reclassified to conform to the current periods
presentation. These reclassifications had no effect on our results of operations
or financial position for any period presented.

Acquisition costs of mineral properties, previously included in
mineral property interests, have been reclassified as write-down of mineral
claim.

Accrued liabilities previously included in accounts payable and
accrued liabilities have been reclassified as accrued liabilities, accrued
professional fees, accrued investor relations and communications, accrued
interest and accrued mineral property interests.

Share issue costs have been reclassified to either consulting
or investor relations and communications.

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 Emerging Issues Task Force (EITF) 04-02 Whether Mineral
Rights are Tangible or Intangible Asset. We assess 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.

Our consolidated financial statements 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 judgment.

The consolidated financial statements have, in managements
opinion, been properly prepared within reasonable limits of materiality and
within the framework of our significant accounting policies.

Investment in and Expenditures on Mineral Property
Interests

Realization of our investment in and expenditures on mineral
properties is dependent upon the establishment of legal ownership, the
attainment of successful production from the properties or from the proceeds of
their disposal.

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Title to mineral properties involves certain inherent risks due
to the difficulties of determining the validity of certain claims as well as the
potential for problems arising from ambiguous conveyance history of many mineral
properties. To the best of our knowledge we believe all of our unproved mineral
interests are in good standing and that we have title to all of these mineral
property interests.

Financial Instruments

Foreign Exchange Risk

We are subject to foreign exchange risk for sales and purchases
denominated in foreign currencies. We operate outside of the U.S. primarily in
Canada and Argentina and we are exposed to foreign currency risk due to the
fluctuation between the currencies in which we operate and U.S. currency.
Foreign currency risk arises from the fluctuation of foreign exchange rates and
the degree of volatility of these rates relative to the United States dollar. We
do not believe that we have any material risk to our foreign currency exchange.

Fair Value of Financial Instruments

We account for financial instruments in accordance with FASB
Staff Position (FSP) No. FAS 107-1 and APB 28-1 (FSP FAS 107-1/APB 28-1),
Interim Disclosures about Fair Value of Financial Instruments. FSP FAS
107-1/APB 28-1 requires a publicly traded company to include disclosures about
the fair value of its financial instruments whenever it issues summarized
financial information for interim reporting periods. Such disclosures include
the fair value of all financial instruments, for which it is practicable to
estimate that value, whether recognized or not recognized in the statement of
financial position; the related carrying amount of these financial instruments;
and the method(s) and significant assumptions used to estimate the fair
value.

The carrying values and fair values of our financial
instruments are as follows:

|                                         |   | July 31, 2009 |  |   | January 31, 2009 | 
|---------------------------------------- | - | ------------- |  | - | ---------------- | 
|                                         |   | Carrying      |  |   | Fair             | 
|                                         |   | value         |  |   | value            | 
|Cash                                     | $ | 741,395       |  | $ | 741,395          | 
|Receivables                              | $ | 16,766        |  | $ | 16,766           | 
|Accounts payable and accrued liabilities | $ | 120,273       |  | $ | 120,273          | 
|Promissory note                          | $ | 150,000       |  | $ | 150,000          | 
|Convertible debenture                    | $ | 69,851        |  | $ | 69,851           | 

The following method was used to estimate the fair values of
our financial instruments:

The carrying amount approximates fair value because of the
short maturity of the instruments.

Concentration of Credit Risk

Financial instruments that potentially subject us to
significant concentrations of credit risk consist principally of cash and
receivables.

We maintain our Canadian cash in a major chartered Canadian
bank deposit account insured by the Canadian Deposit Insurance Corporation up to
$100,000. Our Canadian dollar bank account balance, at times, may exceed
federally insured limits.

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We maintain our Argentinean pesos in an Argentinean bank
deposit account. We keep our Argentinean peso bank deposit account balance
within federally insured limits.

We maintain our U.S. cash in major chartered Canadian bank
deposit accounts. Our U.S. dollar bank accounts are not insured by the Canadian
Deposit Insurance Corporation. At July 31, 2009 and January 31, 2009, we had
approximately $730,000 and $60,000, respectively in cash that was not
insured.

As part of our cash management process, we perform periodic
evaluations of the relative credit standing of this financial institution. We
have not lost any cash and do not believe our cash is exposed to any significant
credit risk.

Our operations involve dealing with uncertainties and judgments
in applying complex tax regulations in Canada and Argentina. The final taxes
paid are dependent upon many factors including negotiations with tax authorities
in various jurisdictions. We record potential withholding tax, value added tax
and mineral property tax liabilities based on our estimate of whether and the
extent to which taxes may be refunded or deemed payable.

Concentration of Operations

Our operations are all related to the minerals and mining
industry. A reduction in mineral prices or other disturbances in the minerals
market could have an adverse effect on our operations.

Recently Adopted and Recently Issued Accounting
Standards

Refer to Note 2 of the Notes to our Consolidated Financial
Statements which is included in our annual report on Form 10-K for the fiscal
year ended January 31, 2009 for a discussion of recent accounting standards and
pronouncements. Accounting pronouncements that have been issued or adopted
subsequent to January 31, 2009 are described below:

New accounting standards adopted during the six-month period
ended July 31, 2009 were:

On February 1, 2008, we adopted SFAS No. 157 (SFAS 157),
Fair Value Measurements. SFAS 157 relates to financial assets and
financial liabilities. In February 2008, the Financial Accounting Standards
Board (FASB) issued FASB Staff Position (FSP) No. FAS 157-2 (FAS 157-2),
Effective Date of FASB Statement No. 157, which delayed the effective
date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on at least an annual basis, until January 1, 2009 for entities with
a calendar year end or February 1, 2009 for us. Also in February 2008, the FASB
issued FSP No. FAS 157-1 (FAS 157-1), Application of FASB Statement No. 157
to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair
Value Measurements for Purposes of Lease Classification or Measurement under
Statement 13, which states that SFAS No. 13 (SFAS 13), Accounting for
Leases, and other accounting pronouncements that address fair value
measurements for purposes of lease classification or measurement under SFAS 13
are excluded from the provisions of SFAS 157, except for assets and liabilities
related to leases assumed in a business combination that are required to be
measured at fair value under SFAS No. 141 (SFAS 141), Business Combinations,or SFAS No. 141 (revised 2007) (SFAS 141(R)), Business Combinations.

SFAS 157 defines fair value, establishes a framework for
measuring fair value in accounting principles generally accepted in the United
States of America (GAAP), and expands disclosures about fair value measurements.
The provisions of this standard apply to other accounting pronouncements that
require or permit fair value measurements and are to be applied prospectively
with limited exceptions. We 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 our consolidated financial
statements.

SFAS 157 defines fair value as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. This standard is now the
single source in GAAP for the definition of fair value, except for the fair
value of leased property as defined in SFAS 13. SFAS 157 establishes a fair
value hierarchy that distinguishes between (a) market participant assumptions
developed based on market data obtained from independent sources (observable
inputs), and (b) an entitys own assumptions about

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market participant assumptions that are developed based on the
best information available in the circumstances (unobservable inputs). The fair
value hierarchy consists of three broad levels, giving the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3). The three
levels of the fair value hierarchy under SFAS 157 are described below:

- Level 1 - Unadjusted quoted prices in active markets that are accessible at
  the measurement date for identical, unrestricted assets or liabilities
- Level 2 - Inputs other than quoted prices included within Level 1 that are
  observable for the asset or liability, either directly or indirectly,
  including quoted prices for similar assets or liabilities in active markets;
  quoted prices for identical or similar assets or liabilities in markets that
  are not active; inputs other than quoted prices that are observable for the
  asset or liability (e.g., interest rates); and inputs that are derived
  principally from or corroborated by observable market data by correlation or
  other means
- Level 3 - Inputs that are both significant to the fair value measurement
  and unobservable

In February 2007, the FASB issued SFAS No. 159 (SFAS 159),
The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an amendment of FASB Statement No. 115. SFAS 159
permits measurement of certain financial assets and financial liabilities at
fair value. If the fair value option is elected, the unrealized gains and losses
are reported in earnings at each reporting date. Generally, the fair value
option may be elected on an instrument-by-instrument basis, as long as it is
applied to the instrument in its entirety. The fair value option election is
irrevocable, unless a new election date occurs. We adopted SFAS 159 on February
1, 2008, with no material impact on our consolidated financial statements, as we
did not elect the fair value option for any of our consolidated financial assets
or liabilities.

In December 2007, the FASB issued SFAS No. 141(R) (SFAS 141
(R)), Business Combinations, which replaces SFAS 141, Business
Combinations, and which requires an acquirer to recognize the assets
acquired, the liabilities assumed, and any non-controlling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions. This statement also requires the acquirer in a business
combination achieved in stages to recognize the identifiable assets and
liabilities, as well as the non-controlling interest in the acquiree, at the
full amounts of their fair values. SFAS 141(R) makes various other amendments to
authoritative literature intended to provide additional guidance or to confirm
the guidance in that literature to that provided in this statement. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. We adopted this statement on
February 1, 2009. We expect SFAS 141(R) will have an impact on our accounting
for future business combinations, but the effect is dependent upon making
acquisitions in the future.

In December 2007, the FASB issued SFAS No. 160 (SFAS 160),
Noncontrolling Interests in Consolidated Financial Statements, which
amends Accounting Research Bulletin (ARB) No. 51 (ARB 51), Consolidated
Financial Statements, to improve the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements. SFAS 160 establishes accounting and
reporting standards that require the ownership interests in subsidiaries not
held by the parent to be clearly identified, labeled and presented in the
consolidated statement of financial position within equity, but separate from
the parents equity. This statement also requires the amount of consolidated net
income attributable to the parent and to the non-controlling interest to be
clearly identified and presented on the face of the consolidated statement of
income. Changes in a parents ownership interest while the parent retains its
controlling financial interest must be accounted for consistently, and when a
subsidiary is deconsolidated, any retained non-controlling equity investment in
the former subsidiary must be initially measured at fair value. The gain or loss
on the deconsolidation of the subsidiary is measured using the fair value of any
non-controlling equity investment. The statement also requires entities to
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. This
statement applies prospectively to all entities that prepare consolidated
financial statements and applies prospectively for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008. Our
adoption of this statement on February 1, 2009 had no impact on our consolidated
financial statements.

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In March 2008, the FASB issued SFAS No. 161 (SFAS 161),
Disclosures about Derivative Instruments and Hedging Activities. This
statement changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS No. 133 (SFAS
133), Accounting for Derivative Instruments and Hedging Activities, and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entitys financial position, financial performance, and
cash flows. This statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008. This
statement encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. Our adoption of SFAS 133 on February 1, 2009 did
not have a material effect on our current or comparative consolidated financial
statements.

In April 2008, the FASB issued FSP No. 142-3 (FSP 142-3),
Determination of the Useful Life of Intangible Assets. FSP 142-3 amends
the factors to be considered in developing renewal or extension assumptions used
to determine the useful life of intangible assets under SFAS No. 142 (SFAS 142),
Goodwill and Other Intangible Assets. Its intent is to improve the
consistency between the useful life of an intangible asset and the period of
expected cash flows used to measure its fair value. This FSP is effective
prospectively for intangible assets acquired or renewed after February 1, 2009.
We do not expect the adoption of FSP 142-3 to have a material impact on our
accounting for future acquisitions of intangible assets.

In May, 2008, FASB issued SFAS No. 162 (SFAS 162), The
Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies
the sources of accounting principles and the framework for selecting the
principles used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with GAAP. This statement was
effective for us on February 1, 2009. Adoption of this statement did not have a
material impact on our consolidated financial statements.

On May 9, 2008, the FASB issued FSP APB No. 14-1 (FSP APB
14-1), Accounting for Convertible Debt Instruments That May Be Settled in
Cash upon Conversion (Including Partial Cash Settlement).FSP APB 14-1
clarifies that convertible debt instruments that may be settled in cash upon
conversion (including partial cash settlement) are not addressed by paragraph 12
of FSP APB 14, Accounting for Convertible Debt and Debt Issued with Stock
Purchase Warrants. Additionally, FSP APB 14-1 specifies that issuers of such
instruments should separately account for the liability and equity components in
a manner that will reflect the entitys nonconvertible debt borrowing rate when
interest cost is recognized in subsequent periods. FSP APB14-1 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. FSP APB 14-1 was effective for us
on February 1, 2009, the adoption of FSP APB 14-1 is did not have a material
impact on our consolidated results of operations or financial position.

In June 2008, the FASB issued EITF Issue No. 07-5 (EITF 07-5),
Determining whether an Instrument (or Embedded Feature) is indexed to an
Entitys Own Stock. EITF 07-5 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS
No. 133 (SFAS 133) Accounting for Derivatives and Hedging Activities,
specifies that a contract that would otherwise meet the definition of a
derivative but is both (a) indexed to the Companys own stock and (b) classified
in stockholders equity in the statement of financial position would not be
considered a derivative financial instrument. EITF 07-5 provides a new two-step
model to be applied in determining whether a financial instrument or an embedded
feature is indexed to an issuers own stock and thus able to qualify for the
SFAS 133 paragraph 11(a) scope exception. EITF 07-5 was effective for us on
February 1, 2009, the adoption of EITF 07-5 did not have a material impact on
our consolidated financial statements.

On June 16, 2008, the FASB issued FSP EITF No. 03-6-1 (FSP EITF
03-06-1), Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, to address the question of
whether instruments granted in share-based payment transactions are
participating securities prior to vesting. FSP EITF 03-6-1 indicates that
unvested share-based payment awards that contain rights to dividend payments
should be included in earnings per share calculations. The guidance is effective
for fiscal years beginning after December 15, 2008.  FSP EITF 03-6-1 was
effective for us on February 1, 2009, adoption of FSP EITF 03-6-1 did not have a
material impact on our consolidated results of operations or financial position.

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In October 2008, the FASB issued FSP No. 157-3 (FSP 157-3),
Determining the Fair Value of a Financial Asset When the Market for That
Asset Is Not Active. FSP 157-3 clarifies the application of SFAS 157 in a
market that is not active and provides an example to illustrate key
considerations in determining the fair value of a financial asset when the
market for that financial asset is not active. As it relates to our financial
assets and liabilities recognized or disclosed at fair value in our financial
statements on a recurring basis (at least annually), the adoption of FSP 157-3
did not have a material impact on our consolidated financial statements.

In November 2008, the EITF reached consensus on Issue No. 08-6
(EITF 08-6), Equity Method Investment Accounting Considerations, which
clarifies the accounting for certain transactions and impairment considerations
involving equity method investments. The intent of EITF 08-6 is to provide
guidance on (i) determining the initial carrying value of an equity method
investment, (ii) performing an impairment assessment of an underlying
indefinite-lived intangible asset of an equity method investment, (iii)
accounting for an equity method investees issuance of shares, and (iv)
accounting for a change in an investment from the equity method to the cost
method. EITF 08-6 was effective for our fiscal year beginning February 1, 2009;
adoption of this statement had no material effect on our current or prior
consolidated financial position or results of operations.

In December 2008, the FASB issued FSP No. FAS 140-4 (FSP 140-4)
and FIN No. 46(R)-8 [FIN 46(R)], Disclosures by Public Entities (Enterprises)
About Transfers of Financial Assets and Interest in Variable Interest
Entities. FSP 140-4 requires additional disclosure about transfers of
financial assets and an enterprises involvement with variable interest
entities. FSP 140-4 was effective for the first reporting period ending after
December 15, 2008 or February 1, 2009 for us. The adoption of FSP 140-4 did not
have a material impact on our consolidated financial statements.

In December 2008, the FASB issued FSP No.132 (R)-1 [FSP 132
(R)-1], Employers Disclosures about Pensions and Other Postretirement
Benefit. FSP 132 (R)-1 requires enhanced disclosures about the plan assets
of a companys defined benefit pension and other postretirement plans. The
enhanced disclosures required by this FSP are intended to provide users of
financial statements with a greater understanding of: (1) how investment
allocation decisions are made, including the factors that are pertinent to an
understanding of investment policies and strategies; (2) the major categories of
plan assets; (3) the inputs and valuation techniques used to measure the fair
value of plan assets; (4) the effect of fair value measurements using
significant unobservable inputs (Level 3) on changes in plan assets for the
period; and (5) significant concentrations of risk within plan assets. This FSP
was effective for our fiscal year beginning February 1, 2009. The adoption of
FSP 132 (R)-1 did not have a material impact on our consolidated financial
statements.

On May 28, 2009, the FASB issued SFAS No. 165 (SFAS 165),
Subsequent Events. SFAS 165 establishes authoritative accounting and
disclosure guidance for recognized and non-recognized subsequent events that
occur after the balance sheet date but before financial statements are issued.
SFAS 165 also requires disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date. SFAS 165 was effective
for us beginning with our Quarterly Report on Form 10-Q for the three and
six-month periods ended July 31, 2009, and will be applied prospectively. The
adoption of SFAS 165 had no impact on our consolidated financial statements.

On April 9, 2009, the FASB issued FSP No. FAS 157-4 (FSP FAS
157-4), Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly. FSP FAS 157-4 provides additional guidance for
estimating fair value in accordance with SFAS 157 when the volume and level of
activity for the asset or liability have significantly decreased and includes
guidance for identifying circumstances that indicate a transaction is not
orderly. This guidance is necessary to maintain the overall objective of fair
value measurements, which is that fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date under current market
conditions. We adopted FSP FAS 157-4 on July 31, 2009, the adoption of FSP FAS
157-4 had no impact on our consolidated financial statements.

On April 9, 2009, the FASB issued FSP No. FAS 115-2 and FAS
124-2 (FSP FAS 115-2/124-2), Recognition and Presentation of
Other-Than-Temporary Impairments. FSP FAS 115-2/124-2 amends existing
other-than-temporary impairment guidance for debt securities to make the
guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities. The adoption of
FSP FAS 115-2/124-2 on July 31, 2009 had no impact on our consolidated financial
statements.

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On April 9, 2009, the FASB issued FSP No. FAS 107-1 and APB
28-1 (FSP FAS 107-1/APB 28-1), Interim Disclosures about Fair Value of
Financial Instruments. FSP FAS 107-1/APB 28-1 requires a publicly traded
company to include disclosures about the fair value of its financial instruments
whenever it issues summarized financial information for interim reporting
periods. Such disclosures include the fair value of all financial instruments,
for which it is practicable to estimate that value, whether recognized or not
recognized in the statement of financial position; the related carrying amount
of these financial instruments; and the method(s) and significant assumptions
used to estimate the fair value. Other than the required disclosures, the
adoption of FSP FAS 107-1/APB 28-1 on July 31, 2009 had no impact on our
consolidated financial statements. (Note 11)

On April 1, 2009, the FASB adopted FSP No. FAS 141(R)-1 (FSP
FAS 141(R)-1), Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise from Contingencies.FSP FAS 141(R)-1 applies
to all assets acquired and liabilities assumed in a business combination that
arise from certain contingencies as defined in this FSP and requires (i) an
acquirer to recognize at fair value, at the acquisition date, an asset acquired
or liability assumed in a business combination that arises from a contingency if
the acquisition-date fair value of that asset or liability can be determined
during the measurement period otherwise the asset or liability should be
recognized at the acquisition date if certain defined criteria are met; (ii)
contingent consideration arrangements of an acquiree assumed by the acquirer in
a business combination be recognized initially at fair value; (iii) subsequent
measurements of assets and liabilities arising from contingencies be based on a
systematic and rational method depending on their nature and contingent
consideration arrangements be measured subsequently in accordance with the
provisions of SFAS 141(R); and (iv) disclosures of the amounts and measurement
basis of such assets and liabilities and the nature of the contingencies. We
adopted this on July 31, 2009. We expect FSP FAS 141(R)-1 will have an impact on
our accounting for future business combinations, but the effect is dependent
upon making acquisitions in the future.

New accounting standards to be adopted are as follows:

In June 2009, the FASB issued SFAS No. 166 (SFAS 166),
Accounting for Transfers of Financial Assets an amendment of FASB Statement
No. 140. SFAS 166 eliminates the qualifying special purpose entities from
the consolidation guidance and clarifies the requirements for isolation and
limitations on portions of financial assets that are eligible for sale
accounting. It requires additional disclosures about the risks from continuing
involvement in transferred financial assets accounted for as sales. The
effective date is the beginning of fiscal year 2011 or February 1, 2011 for us.
We do not expect that the adoption of this statement will have a material effect
on our consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167 (SFAS 167),
Amendments to FASB Interpretation No. 46(R). This Statement requires a
qualitative analysis to determine the primary beneficiary of a variable interest
entity (VIE). The analysis identifies the primary beneficiary as the enterprise
that has both the power to direct the activities of a VIE that most
significantly impact the VIEs economic performance and the obligation to absorb
losses or the right to receive benefits that could be significant to the VIE.
The Statement also requires additional disclosures about an enterprises
involvement in a VIE. The effective date is the beginning of fiscal year 2011 or
February 1, 2011 for us. We do not expect that the adoption of this statement
will have a material effect on our consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168 (SFAS 168), The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (GAAP). This Statement replaces SFAS No. 162 and
establishes the FASB Accounting Standards Codification (Codification) as the
source of authoritative accounting principles recognized by the FASB. Rules and
interpretive releases of the SEC under federal securities laws are also sources
of authoritative GAAP for SEC registrants. All guidance contained in the
Codification carries an equal level of authority. The effective date is the
August 1, 2009. We do not expect that the adoption of this statement will have a
material effect on our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

As a smaller reporting company, we are not required to provide
this disclosure.

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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 July 31, 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 July 31, 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 1A. 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.

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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.

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

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- 20 -

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.

Although we have been in the business of exploring mineral
resource properties since 2002, we have not yet located any mineral reserve and
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 August 31, 2010, we expect to spend approximately $5,230,000 on the
exploration 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 six-month period ended July 31, 2009, we incurred a
net loss of $899,346. From inception through July 31, 2009, we have incurred an
aggregate loss of $15,319,980. 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 September 1, 2009, we had cash and cash equivalents in the
amount of approximately $650,000. We estimate our average monthly operating
expenses to be approximately $85,000, 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

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- 21 -

quarterly report on Form 10-Q is not sufficient to fund our
currently budgeted operating requirements for the 12 month period ending August
31, 2010. Furthermore, our budget could increase in response to 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.

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.

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- 22 -

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.

We are subject to foreign exchange risk for transactions
denominated in foreign currencies. Foreign currency risk arises from the
fluctuation of foreign exchange rates and the degree of volatility of these
rates relative to the United States dollar. We do not believe that we have any
material risk due to foreign currency exchange.

Other Risks, Trends, Events or Uncertainties that may Impact
Results of Operations or Liquidity

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.

The economic crisis in the United States and the resulting
economic uncertainty and market instability may make it harder for us to raise
capital as and when we need it and have made it difficult for us to assess the
impact of the crisis on our operations or liquidity and to determine if the
prices we will receive on the sale of minerals will exceed the cost of mineral
exploitation. If we are unable to raise cash, we may be required to cease our
operations. Other than as discussed in this quarterly report, we know of no
other trends, events or uncertainties that have or are reasonably likely to have
a material impact on our short-term or long-term liquidity.

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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- 23 -

|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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- 24 -

|      | 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.                                                       
|      |                                                                                                                                                                                                                                         
|10.17 | Form of Subscription Agreement filed as an exhibit to our
      current Report on Form 8-K, filed with the Commission on June 18, 2009 and
      incorporated herein by reference.                                                      
|      |                                                                                                                                                                                                                                         
|10.18 | Form of Subscription Agreement filed as an exhibit to our
      current Report on Form 8-K, filed with the Commission on July 13, 2009 and
      incorporated herein by reference.                                                      
|      |                                                                                                                                                                                                                                         
|10.19 | Consulting Agreement dated July 14, 2009 with 0845557
      B.C. Ltd. and Mark Vanry filed as an exhibit to our current Report on Form
      8-K, filed with the Commission on July 15, 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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- 25 -

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 HicksKenneth Hicks President
and Director (Principal Executive Officer) Date: September 11, 2009

By: /s/ Valerie HelsingValerie Helsing Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer) Date: September 11, 2009

---