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- 1 -

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 October 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 (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [     ]   No [    
]

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- 2 -

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:

43,921,754 common shares issued and outstanding as at
December 7, 2009.

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- 3 -

PART I

Item 1. Financial Statements.

---

ARGENTEX MINING CORPORATION
  (An Exploration Stage
  Company)

CONSOLIDATED FINANCIAL STATEMENTS

At October 31, 2009 and January 31, 2009 and for the Three
  and Nine Months 
  Ended October 31, 2009 and 2008

(UNAUDITED)

(Stated in U.S. Dollars)

---

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

|                                                                 |   | October 31, |   |   | January 31, |  
|---------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                 |   | 2009        |   |   | 2009        |  
|                                                                 |   | (Unaudited) |   |   |             |  
|ASSETS                                                           |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Current                                                          |   |             |   |   |             |  
|Cash                                                             | $ | 403,020     |   | $ | 108,560     |  
|Receivables                                                      |   | 3,629       |   |   | 3,679       |  
|Prepaid
      expenses and deposit                               |   | 21,590      |   |   | 16,007      |  
|                                                                 |   |             |   |   |             |  
|Total current assets                                             |   | 428,239     |   |   | 128,246     |  
|                                                                 |   |             |   |   |             |  
|Equipment (Note 4)                                               |   | 31,640      |   |   | 36,845      |  
|                                                                 |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Total assets                                                     | $ | 459,879     |   | $ | 165,091     |  
|                                                                 |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Current liabilities                                              |   |             |   |   |             |  
|Accounts payable                                                 | $ | 479         |   | $ | 29,474      |  
|Accrued liabilities                                              |   | 6,735       |   |   | -           |  
|Accrued professional fees                                        |   | 23,667      |   |   | 51,900      |  
|Accrued investor relations and
      communications              |   | 15,780      |   |   | 30,000      |  
|Accrued interest                                                 |   | 12,559      |   |   | 4,274       |  
|Accrued mineral property interests                               |   | 20,958      |   |   | -           |  
|Accrued travel                                                   |   | 11,138      |   |   | -           |  
|Promissory note (Note 6)                                         |   | 150,000     |   |   | 150,000     |  
|Convertible debentures (Note 7)                                  |   | 71,258      |   |   | 100,682     |  
|Due to related parties (Note 9)                                  |   | 68,010      |   |   | -           |  
|                                                                 |   |             |   |   |             |  
|Total liabilities                                                |   | 380,584     |   |   | 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 October 31, 2009 and  |   |             |   |   |             |  
|January 31, 2009                                                 |   | -           |   |   | -           |  
|Preferred stock, Series A convertible,
      $0.001 par value,   |   |             |   |   |             |  
|authorized 2,000, nil shares issued
      and outstanding at     |   |             |   |   |             |  
|October 31, 2009 and
      January 31, 2009                      |   | -           |   |   | -           |  
|Common stock, $0.001 par value, authorized 100,000,000,          |   |             |   |   |             |  
|36,810,941 and 32,590,553
      issued and outstanding at        |   |             |   |   |             |  
|October 31, 2009 and January 31, 2009,
      respectively        |   | 36,811      |   |   | 32,591      |  
|Warrants                                                         |   | 93,493      |   |   | 93,493      |  
|Additional paid-in capital                                       |   | 15,847,979  |   |   | 14,093,311  |  
|Deficit accumulated during the exploration stage                 |   | (15,898,988 | ) |   | (14,420,634 | )
|                                                                 |   |             |   |   |             |  
|Total stockholders' equity (deficiency)                          |   | 79,295      |   |   | (201,239    | )
|                                                                 |   |             |   |   |             |  
|Total liabilities and stockholders' equity (deficiency)          | $ | 459,879     |   | $ | 165,091     |  

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

---

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

|                                             |   | Three Months Ended |   |   | Nine Months Ended |   |   | From December 21, |  
|-------------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | ----------------- | -
|                                             |   | October 31,        |   |   | October 31,       |   |   | 2001 (Inception)  |  
|                                             |   | 2009               |   |   | 2008              |   |   | 2009              |  
|                                             |   |                    |   |   |                   |   |   |                   |  
|Expenses                                     |   |                    |   |   |                   |   |   |                   |  
|                                             |   |                    |   |   |                   |   |   |                   |  
|Consulting fees                              | $ | 259,576            |   | $ | 87,045            |   | $ | 536,537           |  
|Depreciation                                 |   | 2,159              |   |   | 2,418             |   |   | 6,287             |  
|Foreign exchange loss                        |   | 6,058              |   |   | -                 |   |   | 21,033            |  
|Investor relations and communication         |   | 62,404             |   |   | 17,083            |   |   | 150,972           |  
|Mineral property interests (Note
      5)    |   | 103,820            |   |   | 271,973           |   |   | 387,433           |  
|Office and sundry                            |   | 29,383             |   |   | (13,330           | ) |   | 64,253            |  
|Professional fees                            |   | 60,602             |   |   | 193               |   |   | 188,500           |  
|Rent                                         |   | 7,619              |   |   | 6,174             |   |   | 20,010            |  
|Transfer agent fees                          |   | 19,662             |   |   | 15,686            |   |   | 45,169            |  
|Travel                                       |   | 23,294             |   |   | 2,715             |   |   | 44,835            |  
|Write-down of mineral claims                 |   | -                  |   |   | -                 |   |   | -                 |  
|                                             |   |                    |   |   |                   |   |   |                   |  
|Net operating loss                           |   | (574,577           | ) |   | (389,957          | ) |   | (1,465,029        | )
|                                             |   |                    |   |   |                   |   |   |                   |  
|Interest (expense) income                    |   | (4,431             | ) |   | -                 |   |   | (13,325           | )
|                                             |   |                    |   |   |                   |   |   |                   |  
|Net loss                                     | $ | (579,008           | ) | $ | (389,957          | ) | $ | (1,478,354        | )
|                                             |   |                    |   |   |                   |   |   |                   |  
|                                             |   |                    |   |   |                   |   |   |                   |  
|Net loss per share
      - basic and diluted | $ | (0.02              | ) | $ | (0.01             | ) | $ | (0.04             | )
|                                             |   |                    |   |   |                   |   |   |                   |  
|Weighted average number of shares            |   |                    |   |   |                   |   |   |                   |  
|outstanding - basic and diluted              |   | 36,719,365         |   |   | 31,465,553        |   |   | 35,014,648        |  

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

---

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

|                                    |  | Preferred Stock      |  |   | Common Stock  |  |  |            |  |   | DeficitAccumulated |  |   | Total      |  
|----------------------------------- |  | -------------------- |  | - | ------------- |  |  | ---------- |  | - | ------------------ |  | - | ---------- | -
|                                    |  | Series A Convertible |  |   |               |  |  |            |  |   | Additional         |  |   |            |  
|                                    |  | Number of            |  |   |               |  |  | 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                |  | -                    |  |   | -             |  |  | 350,000    |  |   | 350                |  |   | 52,150     |  
|Exercise of stock options           |  | -                    |  |   | -             |  |  | 275,000    |  |   | 275                |  |   | 77,725     |  
|Stock-based compensation            |  | -                    |  |   | -             |  |  | -          |  |   | -                  |  |   | 353,998    |  
|Net loss for the period             |  | -                    |  |   | -             |  |  | -          |  |   | -                  |  |   | -          |  
|                                    |  |                      |  |   |               |  |  |            |  |   |                    |  |   |            |  
|Balance at October 31, 2009         |  | -                    |  | $ | -             |  |  | 36,810,941 |  | $ | 36,811             |  | $ | 15,847,979 |  

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

---

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

|                                                                                  |   | For Nine Months   |   |   | From
      December 21, |  
|--------------------------------------------------------------------------------- | - | ----------------- | - | - | ----------------------- | -
|                                                                                  |   | Ended October 31, |   |   | **2001 (Inception) to** |  
|                                                                                  |   | 2009              |   |   | 2008                    |  
|                                                                                  |   |                   |   |   |                         |  
|Cash flows from operating activities                                              |   |                   |   |   |                         |  
|Net loss                                                                          | $ | (1,478,354        | ) | $ | (4,202,190              | )
|Adjustments to reconcile net loss to
      net cash used in operating activities: |   |                   |   |   |                         |  
|Depreciation                                                                      |   | 6,287             |   |   | 6,624                   |  
|Stock-based compensation                                                          |   | 353,998           |   |   | 139,824                 |  
|Debt discount                                                                     |   | 5,040             |   |   | -                       |  
|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                                                                       |   | 50                |   |   | -                       |  
|Prepaid expenses and deposit                                                      |   | (5,583            | ) |   | 112                     |  
|Accounts payable                                                                  |   | (28,995           | ) |   | (490,525                | )
|Accrued liabilities                                                               |   | 6,735             |   |   | (4,868                  | )
|Accrued professional fees                                                         |   | (28,233           | ) |   | -                       |  
|Accrued investor relations
      and communications                               |   | (14,220           | ) |   | -                       |  
|Accrued interest                                                                  |   | 8,285             |   |   | -                       |  
|Accrued mineral property
      interests                                          |   | 20,958            |   |   | 22,377                  |  
|Accrued travel                                                                    |   | 11,138            |   |   | -                       |  
|Due to related parties                                                            |   | 68,010            |   |   | -                       |  
|                                                                                  |   |                   |   |   |                         |  
|Net cash used in operating activities                                             |   | (1,074,884        | ) |   | (4,528,646              | )
|                                                                                  |   |                   |   |   |                         |  
|Cash flows from investing activities                                              |   |                   |   |   |                         |  
|Acquisition of mineral property interests                                         |   | -                 |   |   | -                       |  
|Acquisition of equipment                                                          |   | (1,082            | ) |   | (20,117                 | )
|                                                                                  |   |                   |   |   |                         |  
|Net cash used in investing activities                                             |   | (1,082            | ) |   | (20,117                 | )
|                                                                                  |   |                   |   |   |                         |  
|Cash flows from financing activities                                              |   |                   |   |   |                         |  
|Issuance of convertible debentures                                                |   | -                 |   |   | -                       |  
|Issuance of promissory
      notes                                                |   | -                 |   |   | 150,000                 |  
|Repayment of promissory notes                                                     |   | -                 |   |   | -                       |  
|Proceeds from issuance of capital stock                                           |   | 1,370,426         |   |   | 3,626,528               |  
|                                                                                  |   |                   |   |   |                         |  
|Net cash provided by financing activities                                         |   | 1,370,426         |   |   | 3,776,528               |  
|                                                                                  |   |                   |   |   |                         |  
|Increase (decrease) in cash during the period                                     |   | 294,460           |   |   | (772,235                | )
|                                                                                  |   |                   |   |   |                         |  
|Cash, beginning of period                                                         |   | 108,560           |   |   | 845,219                 |  
|                                                                                  |   |                   |   |   |                         |  
|Cash, end of period                                                               | $ | 403,020           |   | $ | 72,984                  |  
|                                                                                  |   |                   |   |   |                         |  
|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

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 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 Financial Accounting
  Standards Board (FASB) issued Accounting Standards Codification (ASC) topic
  915.

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
  nine months ended October 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
|OCTOBER 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, accrued
  mineral property interests and accrued travel.

Stock based compensation has 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.
  We assess the carrying cost for impairment under the FASB ASC topic 360 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
|OCTOBER 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 the fair value measurement and disclosure of
  financial instruments in accordance with FASB ASC topic 820 which 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 11)

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.

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. 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.

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 October 31, 2009 and January 31, 2009, the
  Company had approximately $380,000 and $60,000, respectively in cash
  that was not insured.

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
|OCTOBER 31, 2009                          
|(Unaudited)                               
|(Stated in U.S. Dollars)                  

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 October 31, 2009, the Company had accumulated losses of
  $15,898,988 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

|                       |   | October 31, 2009 | 
|---------------------- | - | ---------------- | 
|                       |   |                  | 
|                       |   | Cost             | 
|                       |   |                  | 
|Office equipment       | $ | 24,404           | 
|Furniture and fixtures |   | 8,839            | 
|Computer equipment     |   | 15,958           | 
|                       | $ | 49,201           | 

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

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 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 $928,160 (CAD$1,000,000) or all of
      the royalty for $1,856,321 (CAD$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 $928,160 (CAD$1,000,000) or all of the royalty
      for $1,856,321 (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 dated March 2, 2004.                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | On June 30, 2005, we entered
      into an amending agreement whereby we amended the Mineral Property Acquisition
      the Escrow Agreement. This amending agreement was restated August 8, 2005
      whereby we agreed to release the 2,499,999 shares of our common stock
      that were being held in escrow. Of the 2,499,999 released shares, 2,374,999
      of these shares were released to us for cancellation, and 125,000 of these
      shares were released to an ex-director for the transfer of the mineral
      claims to us.                                                                                                                                                                      

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|OCTOBER 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 dated
    March 2, 2004.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | On June 30, 2005, we entered into an amending agreement
      whereby we amended the Share Purchase Agreement. This amending agreement
      was restated August 8, 2005 whereby we agreed to release the 2,499,999
      shares of our common stock that were being held in escrow. Of the 2,499,999
      shares released, 2,374,999 of these shares were released to us for cancellation,
      and 125,000 of these shares were released to an ex-director for the transfer
      of the mineral claims to us.                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | 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
|OCTOBER 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   |  |   | Nine    |  |   | Nine      |  |   | December       | 
|------------------------------ | - | ------- |  | - | ------- |  | - | ------- |  | - | --------- |  | - | -------------- | 
|                               |   | Months  |  |   | Months  |  |   | Months  |  |   | Months    |  |   | 21, 2001       | 
|                               |   | Ended   |  |   | Ended   |  |   | Ended   |  |   | Ended     |  |   | (Inception)    | 
|                               |   | October |  |   | October |  |   | October |  |   | October   |  |   | **To October** | 
|                               |   | 31,     |  |   | 31,     |  |   | 31,     |  |   | 31,       |  |   | 31,            | 
|                               |   | 2009    |  |   | 2008    |  |   | 2009    |  |   | 2008      |  |   | 2009           | 
|                               |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|Pinguino Project:              |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|Claim maintenance              | $ | -       |  | $ | -       |  | $ | -       |  | $ | 11,710 $  |  |   | 9,975          | 
|Assaying, testing and analysis |   | 13,750  |  |   | 163,965 |  |   | 100,840 |  |   | 255,253   |  |   | 500,287        | 
|Camp and field supplies        |   | 49,601  |  |   | 63,403  |  |   | 171,292 |  |   | 441,087   |  |   | 1,545,663      | 
|Drilling                       |   | -       |  |   | 3,070   |  |   | -       |  |   | 2,238,511 |  |   | 3,903,421      | 
|Geological and geophysical     |   | 32,884  |  |   | 29,370  |  |   | 100,893 |  |   | 223,323   |  |   | 774,626        | 
|Travel and accommodation       |   | 7,585   |  |   | 9,127   |  |   | 14,408  |  |   | 28,216    |  |   | 110,306        | 
|                               |   | 103,820 |  |   | 268,935 |  |   | 387,433 |  |   | 3,198,100 |  |   | 6,844,278      | 
|                               |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|Condor Project:                |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|Claim maintenance              |   | -       |  |   | -       |  |   | -       |  |   | -         |  |   | 7,528          | 
|Camp and field supplies        |   | -       |  |   | -       |  |   | -       |  |   | -         |  |   | 198            | 
|Geological and geophysical     |   | -       |  |   | -       |  |   | -       |  |   | -         |  |   | 4,185          | 
|                               |   | -       |  |   | -       |  |   | -       |  |   | -         |  |   | 11,911         | 
|                               |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|Santa Cruz Properties:         |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|Claim maintenance              |   | -       |  |   | -       |  |   | -       |  |   | 924       |  |   | 18,032         | 
|                               |   | -       |  |   | -       |  |   | -       |  |   | 924       |  |   | 18,032         | 
|                               |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|Rio Negro Properties:          |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|Camp and field supplies        |   | -       |  |   | -       |  |   | -       |  |   | -         |  |   | 51,836         | 
|Geological and geophysical     |   | -       |  |   | 3,038   |  |   | -       |  |   | 3,038     |  |   | 39,621         | 
|Travel and accommodation       |   | -       |  |   | -       |  |   | -       |  |   | -         |  |   | 9,614          | 
|                               |   | -       |  |   | -       |  |   | -       |  |   | -         |  |   | 101,071        | 
|                               |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|Other:                         |   | -       |  |   | -       |  |   | -       |  |   | -         |  |   | 31,405         | 
|                               |   |         |  |   |         |  |   |         |  |   |           |  |   |                | 
|                               | $ | 103,820 |  | $ | 271,973 |  | $ | 387,433 |  | $ | 3,202,062 |  | $ | 7,006,697      | 

---

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

NOTE 6  PROMISSORY NOTE

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

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


At October 31, 2009, interest of $12,559 ($3,584 - January 31,
  2009) was accrued on the promissory note. (Note 14)

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. (Notes 8 and 14)

The convertible debentures are unsecured and consist of the following:

October
        31,
      
      
      January
        31,2009
      
      
      2009Face value
      $
      100,000
      
      $
      150,000Less debt discount
      
      (33,323
      )
      
      (49,985
      )Debt component
      
      66,677
      
      
      100,015Accretion
      
      4,580
      
      
      667$
      62,197
      
      $
      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 nine months ended October 31, 2009, finance
  costs of $5,040 were included in interest expense.

---

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

NOTE 8  CAPITAL STOCK

Stock Transactions

On October 13, 2009, the Company issued 50,000 shares of common
  stock to a director for proceeds of $7,500 on the exercise of warrants.
  (Note 9)

On October 2, 2009, the Company issued 75,000 shares of common
  stock for proceeds of $28,000 on the exercise of stock options.

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.

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.

---

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

NOTE 8  CAPITAL STOCK, continued

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
      
      (350,000
      )
      
      0.15Expired
      
      (2,935,637
      )
      
      1.54Balance at October
        31, 2009
      
      5,270,388
      
      $
      0.56


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

Number of
      Exerciseshares
      Price
      Expiry Date775,000
      $ 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 11, 20125,270,388


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)

---

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

NOTE 8  CAPITAL STOCK, continued

Stock Options

On November 10, 2007, the board of directors approved the adoption
  of the 2007 Stock Option Plan which permits the Company to issue up to 5,662,310
  shares of common stock to Company directors, officers, employees and consultants.
  The 2007 Stock Option Plan was approved by TSX Venture stock exchange and by
  the stockholders in September 2008.

Stock option transactions are summarized as follows:

Number of
      
      
      WeightedAverageShares
      
      
      ExercisePriceBalance at January 31, 2008
      
      1,723,334
      
      $
      0.52Granted
      
      150,000
      
      
      0.35Cancelled
      
      (40,000
      )
      
      0.44Balance at January 31, 2009
      
      1,833,334
      
      
      0.50Granted
      
      2,485,000
      
      
      0.47Exercised
      
      (275,000
      )
      
      0.28Expired
      
      (200,000
      )
      
      0.25Balance at October
        31, 2009
      
      3,843,334
      
      $
      0.51


The weighted average fair value per stock options granted during
  the nine months ended October 31, 2009, was $0.31 (2008 - $0.19) .

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

Number of
      Exerciseshares
      Price
      Expiry Date75,000
      $ 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
      $ 0.675
      September 1, 2012100,000
      $ 1.13
      November 13, 2012233,334
      $ 0.25
      March 26, 2013150,000
      $ 0.35
      October 28, 20131,385,000
      $ 0.37
      February 10, 20143,843,334


The fair value of stock options granted during the nine months
  ended October 31, 2009 was $758,091 (2008 - $28,234) which is being recognized
  over the options vesting periods. At October 31, 2009, 2,397,084 stock options
  were exercisable.

---

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

NOTE 8  CAPITAL STOCK, continued

Stock Options, continued

Total stock-based compensation recognized during the nine months
  ended October 31, 2009 was $353,998 (2008 - $139,824). Stock-based compensation
  has been recorded in the consolidated statements of operations as follows, with
  corresponding additional paid-in capital recorded in stockholders' equity:

Nine
      
      
      NineMonths
      
      
      MonthsEnded
      
      
      EndedOctober
      
      
      October31, 2009
      
      
      31, 2008Consulting fees
      $
      313,114
      
      $
      139,824Investor relations
      
      40,884
      
      
      -$
      353,998
      
      $
      139,824


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

Nine
        Months
      
      
      Nine
        MonthsEnded
      
      
      EndedOctober 31,
      
      
      October 31,2009
      
      
      2008Risk-free interest rate
      
      1.22%
      
      
      1.78%Expected life of options
      
      4.11 years
      
      
      5 yearsAnnualized volatility
      
      94%
      
      
      86%Dividend rate
      
      0%
      
      
      0%


As at October 31, 2009, the aggregate intrinsic value (AIV) of
  all outstanding, vested stock options was $830,917 and the AIV of options exercised
  during the nine months ended October 31, 2009 was $58,850.

See Note 9.

NOTE 9 - RELATED PARTY TRANSACTIONS

On November 1, 2005, the Company entered into a management agreement
  with an officer at CAD$2,500 per month. During the nine months ended October
  31, 2009, the Company paid consulting fees of $16,209 (2008 - $23,167) relating
  to this management agreement. This contract was cancelled on August 15, 2009.

During the nine months ended October 31, 2009, the Company paid
  consulting fees of $12,172 (2008 -$Nil) to an officer of the Company.

---

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

NOTE 9 - RELATED PARTY TRANSACTIONS, continued

On August 1, 2009, we entered into a two year consulting agreement
  with our president and Frontera Geological Services Ltd., (Frontera) a company
  wholly-owned by our 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.

During the nine months ended October 31, 2009 the Company
  paid or accrued consulting fees of $82,294 (2008 - $83,400) and recorded
  stock based compensation of $Nil (2008 - $Nil) relating to this consulting
  agreement and a predecessor agreement. At October 31, 2009 and 2008 the Company
  was indebted to Frontera in the amount of $37,500 (2008 - $Nil).

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

During March and April 2009, a director exercised 200,000
  stock options. (Note 8)

On October 13, 2009, a director exercised 50,000 stock purchase
  warrants. (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. (Note 8)

During the nine months ended October 31, 2009 the Company
  paid consulting fees of $41,409 to this company and recorded stock based
  compensation of $56,255 relating to this consulting agreement. At October
  31, 2009 the Company was indebted to this Company in the amount of $25,000.

---

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

NOTE 9 - RELATED PARTY TRANSACTIONS, continued

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.

NOTE 10 - SEGMENTED INFORMATION

At October 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:

October
        31,
      
      
      January
        31,2009
      
      
      2009Identifiable assetsCanada
      $
      417,630
      
      $
      120,576Argentina
      
      42,249
      
      
      44,515$
      459,879
      
      $
      165,091


Three
      
      
      Three
      
      
      Nine
      
      
      NineMonths
      
      
      Months
      
      
      Months
      
      
      MonthsEnded
      
      
      Ended
      
      
      Ended
      
      
      EndedOctober 31,
      
      
      October 31,
      
      
      October 31,
      
      
      October 31,2009
      
      
      2008
      
      
      2009
      
      
      2008Loss for the periodCanada
      $
      406,130
      
      $
      266,753
      
      $
      1,008,889
      
      $
      1,021,718Argentina
      
      172,878
      
      
      123,204
      
      
      469,465
      
      
      3,180,472$
      579,008
      
      $
      389,957
      
      $
      1,478,354
      
      $
      4,202,190


---

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

NOTE 11  FINANCIAL INSTRUMENTS

The FASB ASC topic 820 on fair value measurement and disclosures
  establishes three levels of inputs that may be used to measure fair value: quoted
  prices in active markets for identical assets or liabilities (referred to as
  Level 1), observable inputs other than Level 1 that are observable for the asset
  or liability either directly or indirectly (referred to as Level 2), and unobservable
  inputs to the valuation methodology that are significant to the measurement
  of fair value of assets or liabilities (referred to as Level 3).

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

|                                         |   | October 31, 2009 |  |   | January 31, 2009 | 
|---------------------------------------- | - | ---------------- |  | - | ---------------- | 
|                                         |   | Carrying         |  |   | Fair             | 
|                                         |   | value            |  |   | value            | 
|Cash                                     | $ | 403,020          |  | $ | 403,020          | 
|Receivables                              | $ | 3,629            |  | $ | 3,629            | 
|Accounts payable and accrued liabilities | $ | 91,317           |  | $ | 91,317           | 
|Promissory note                          | $ | 150,000          |  | $ | 150,000          | 
|Convertible debenture                    | $ | 71,258           |  | $ | 71,258           | 

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.

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$1,427) per month until October 31, 2010. At October
  31, 2009, the minimum future lease payments under our operating lease are as
  follows:

At October 31,
      Amount2010
      $17,119


NOTE 13  RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS

New accounting standards adopted during the nine months ended
  October 31, 2009 were:

On October 31, 2009, we adopted the changes issued by the FASB
  to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting
  Standards CodificationTM (Codification) as the source of authoritative
  accounting principles recognized by the FASB to be applied by nongovernmental
  entities in the preparation of financial statements in conformity with GAAP.
  Rules and interpretive releases of the Securities and Exchange Commission (SEC)
  under authority of federal securities laws are also sources of authoritative
  GAAP for SEC registrants. The FASB will no longer issue new standards in the
  form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts;
  instead the FASB will issue Accounting Standards Updates. Accounting Standards
  Updates will not be authoritative in their own right as they will only serve
  to update the Codification. These changes and the Codification itself do not
  change GAAP. Other than the manner in which new accounting guidance is referenced,
  the adoption of these changes had no impact on our consolidated financial statements.

---

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

NOTE 13  RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS,
  continued

On February 1, 2008, we adopted certain provisions of ASC
  topic 820 on fair value measurements. ASC 820 defines fair value, establishes
  a framework for measuring fair value in GAAP, and expands disclosures about
  fair value measurements. ASC 820 applies when another portion of the codification
  requires or permits assets or liabilities to be measured at fair value. Accordingly,
  ASC 820 does not require any new fair value measurements. On February 1, 2009,
  we adopted the remaining provisions of ASC 820 as it relates to nonfinancial
  assets and liabilities that are not recognized or disclosed at fair value on
  a recurring basis. The adoption of the changes to ASC 820 did not have an impact
  on our consolidated financial statements. See Note 11 for disclosures about
  the fair value of our financial instruments.

On February 1, 2009, we adopted changes issued by the FASB
  to the fair value option for financial assets and liabilities. These changes
  permit 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. The adoption of these changes had 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.

On February 1, 2009, we adopted the changes issued by FASB
  ASC topic 805 for business combinations. These changes require 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. ASC 805 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. Our adoption
  of the changes to ASC 805 had no impact on our consolidated financial statements.
  However, we expect the changes to ASC 805 will have an impact on our accounting
  for future business combinations, but the effect is dependent upon making acquisitions
  in the future.

On February 1, 2009, we adopted the changes issued by FASB
  ASC topic 810-10 for noncontrolling interests in consolidated financial statements.
  ASC 810-10 states that accounting and reporting for minority interests are to
  be recharacterized as noncontrolling interests and classified as a component
  of equity. The calculation of earnings per share continues to be based on income
  amounts attributable to the parent. ASC 810-10 applies to all entities that
  prepare consolidated financial statements, except not-for-profit organizations,
  but affects only those entities that have an outstanding noncontrolling interest
  in one or more subsidiaries or that deconsolidate a subsidiary. Our adoption
  of the changes to ASC 810-10 had no impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by FASB
  ASC topic 815-10-50 for disclosures about derivative instruments and hedging
  activities. ASC 815-10-50 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, and (c)
  how derivative instruments and related hedged items affect an entitys
  financial position, financial performance, and cash flows. Our adoption of the
  changes to ASC 815-10-50 did not have an impact on our current or comparative
  consolidated financial statements.

---

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

NOTE 13  RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS,
  continued

On February 1, 2009, we adopted changes issued by the FASB
  to accounting for intangible assets. These changes amend the factors that should
  be considered in developing renewal or extension assumptions used to determine
  the useful life of a recognized intangible asset in order to improve the consistency
  between the useful life of a recognized intangible asset outside of a business
  combination and the period of expected cash flows used to measure the fair value
  of an intangible asset in a business combination. The adoption of these changes
  had no impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the
  FASB to the hierarchy of generally accepted accounting principles. These changes
  identify 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. Adoption of these changes
  had no impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the
  FASB on accounting for convertible debt instruments that may be settled in cash
  upon conversion (including partial cash settlement). These changes specify 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.
  The adoption of these changes had no impact on our consolidated results of operations
  or financial position.

On February 1, 2009, we adopted the changes issued by the
  FASB to whether an instrument (or embedded feature) is indexed to an entitys
  own stock. These changes provide 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 scope exception. The adoption of these
  changes did not have an impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the
  FASB to determine whether instruments granted in share-based payment transactions
  are participating securities. These changes address the question of whether
  instruments granted in share-based payment transactions are participating securities
  prior to vesting. This guidance indicates that unvested share-based payment
  awards that contain rights to dividend payments should be included in earnings
  per share calculations. The adoption of these changes had no impact on our consolidated
  results of operations or financial position.

On February 1, 2009, we adopted the changes issued by the
  FASB to equity method investment accounting considerations. These changes clarify
  the accounting for certain transactions and impairment considerations involving
  equity method investments. The intent of these changes 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. The adoption of these changes had
  no impact on our current or prior consolidated financial position or results
  of operations.

On February 1, 2009, we adopted the changes issued by the
  FASB to disclosures by public entities (enterprises) about transfers of financial
  assets and interest in variable interest entities. These changes require additional
  disclosure about transfers of financial assets and an enterprises involvement
  with variable interest entities. The adoption of these changes did not have
  an impact on our consolidated financial statements.

---

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

NOTE 13  RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS,
  continued

On February 1, 2009, we adopted the changes issued by the
  FASB to employers disclosures about pensions and other postretirement
  benefits. These changes require enhanced disclosures about the plans for assets
  of a Companys defined benefit pension and other postretirement plans.
  The enhanced disclosures 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. The adoption of these changes did not have an impact
  on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by FASB ASC
  topic 855 to subsequent events. ASC 855 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. ASC 855 also requires disclosure of the date through which an entity
  has evaluated subsequent events and the basis for that date. The adoption of
  the changes to ASC 855 had no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by FASB ASC
  topic 825 on 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. ASC 825 provides additional guidance for estimating fair
  value 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. The adoption of the changes to ASC 825 had
  no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by the FASB
  to recognition and presentation of other-than-temporary impairments. These changes
  amend 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 these changes had no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by the FASB
  for interim disclosures about fair value of financial instruments. These changes
  require 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 these changes had no impact on our consolidated financial statements.
  (Note 11)

---

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

NOTE 13  RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS,
  continued

New accounting standards to be adopted are as follows:

In June 2009, the FASB issued ASC topic 860-20 for changes
  to the accounting for transfers of financial assets. These changes remove the
  concept of a qualifying special-purpose entity and remove the exception from
  the application of variable interest accounting to variable interest entities
  that are qualifying special-purpose entities; limits the circumstances in which
  a transferor derecognizes a portion or component of a financial asset; defines
  a participating interest; requires a transferor to recognize and initially measure
  at fair value all assets obtained and liabilities incurred as a result of a
  transfer accounted for as a sale; and requires enhanced disclosure; among others.
  These changes become effective for us on February 1, 2010. The adoption of these
  changes is not expected to have an impact on our consolidated financial statements.

In June 2009, the FASB issued changes to the accounting for
  variable interest entities. These changes require an enterprise to perform an
  analysis to determine whether the enterprises variable interest or interests
  give it a controlling financial interest in a variable interest entity; to require
  ongoing reassessments of whether an enterprise is the primary beneficiary of
  a variable interest entity; to eliminate the quantitative approach previously
  required for determining the primary beneficiary of a variable interest entity;
  to add an additional reconsideration event for determining whether an entity
  is a variable interest entity when any changes in facts and circumstances occur
  such that holders of the equity investment at risk, as a group, lose the power
  from voting rights or similar rights of those investments to direct the activities
  of the entity that most significantly impact the entitys economic performance;
  and to require enhanced disclosures that will provide users of financial statements
  with more transparent information about an enterprises involvement in
  a variable interest entity. These changes become effective for us on February
  1, 2010. The adoption of these changes is not expected to have an impact on
  our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update
  (ASU) 2009-05 for changes to measuring liabilities at fair value. These changes
  clarify existing guidance that in circumstances in which a quoted price in an
  active market for the identical liability is not available, an entity is required
  to measure fair value using either a valuation technique that uses a quoted
  price of either a similar liability or a quoted price of an identical or similar
  liability when traded as an asset, or another valuation technique that is consistent
  with the principles of fair value measurements, such as an income approach (e.g.,
  present value technique). This guidance also states that both a quoted price
  in an active market for the identical liability and a quoted price for the identical
  liability when traded as an asset in an active market when no adjustments to
  the quoted price of the asset are required are Level 1 fair value measurements.
  These changes become effective for us on November 1, 2009. We do not anticipate
  the adoption of these changes will have an impact on our consolidated financial
  statements.

In October 2009, the FASB issued ASU 2009-13 for changes to
  multiple-deliverable revenue arrangements a consensus of the FASB emerging
    issues task force, which amends ASC topic 605, Revenue Recognition, to require
  companies to allocate revenue in multiple-element arrangements based on an elements
  estimated selling price if vendor-specific or other third-party evidence of
  value is not available. ASU 2009-13 is effective for us on February 1, 2011.
  Earlier application is permitted. We do not anticipate the adoption of these
  changes will have an impact on our consolidated financial statements.

---

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

NOTE 14  SUBSEQUENT EVENTS

In accordance with ASC 855 management evaluated all activity
  of the Company through December 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.

Promissory Note

In November 2009, the Company paid off the $150,000 note
  payable plus accrued interest. (Note 6)

Convertible Debentures

On November 12, 2009, both of our $50,000 debentures were
  converted into a total of 1,000,000 units (500,000 units each). (Note 7)

Warrants

On November 3, 2009, warrants issued 150,000 shares of common
  stock to an officer for proceeds of $67,500 on the exercise of warrants.
  (Notes 8 and 9)

Private Placement

On November 30, 2009 we completed a brokered private placement
  of 5,960,814 units at a price of CDN$0.70 (US$0.66) per unit for gross
  proceeds of CDN$4,172,570 (US$3,945,999). Each unit consists of one
  common share of the Companys common stock and one-half of one non-transferable
  common share purchase warrant. Each warrant entitles the purchaser to purchase
  one additional common share of the Company at a price of $0.90 (US$0.85)
  for a period of two years after closing, subject to early expiration in the
  event that the common shares of the Company trade on the TSX-V or the OTCBB
  with an average closing price greater than $1.25 (US$1.18) for a period
  of 30 consecutive trading days. (Note 8)

---

- 4 -

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

FORWARD-LOOKING STATEMENTS

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

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

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

- General economic and business conditions,
- Exposure to market risks in our financial instruments,
- Fluctuations in worldwide prices and demand for minerals,
- Fluctuations in the levels of our exploration and development activities,
- Risks associated with mineral resource exploration and development
  activities,
- Competition for resource properties and infrastructure in the mineral
  exploration industry,
- Technological changes and developments in the mineral exploration and
  mining industry,
- Regulatory uncertainties and potential environmental liabilities,
- 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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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 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 reserve. 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 November 30, 2010:

Estimated Funding Required During the Next 12 MonthsExpense
      AmountMineral exploration
        expenses and holding costs
      $2,460,000General and administrative expenses, including investor relations
      1,150,000Accrued accounts payable, repayment of debt and acquisition
        of fixed assets
      170,000Total
      $3,780,000Cash on hand, December
        1, 2009, estimated
      $3,780,000Proceeds from exercise
        of warrants and options
      -Estimated excess of cash requirements over cash resources
      $ -


On November 30, 2009, we completed a private placement of
5,960,814 units at a price of C$0.70 (approximately US$0.66) per unit for gross
proceeds of C$4,172,570 (approximately US$3,945,999) and, as of December 1,
2009, we had cash on hand of approximately $3,780,000. We anticipate that we
will have sufficient funds to fund the plan of operations outlined above for the
next 12 months.

Although we believe that our cash on hand as at the date of
this quarterly report on Form 10-Q is sufficient to fund our budgeted operating
requirements for the next 12 months, our budget could increase during the year
in response to matters that we are not aware of and cannot anticipate at the
date of this quarterly report. If our budget increases

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during the year and we do not have enough money to fund our
budgeted requirements, we will probably be forced to raise additional funds.
Although we have historically raised capital to fund our activities through the
sale of debt or equity securities and we plan to do so in the future as and when
the need arises, there can be no assurance that we will be able to do so. We do
not currently have any arrangements in place for the offer or sale of any or our
securities.

Results of Operations

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

| |                     |   |          |  |   |          |  |   | Changes     |   |   |           |  |   |              |  |   | Changes         |  
| | ------------------- | - | -------- |  | - | -------- |  | - | ----------- | - | - | --------- |  | - | ------------ |  | - | --------------- | -
| |                     |   |          |  |   |          |  |   | between the |   |   |           |  |   |              |  |   | between the     |  
| |                     |   | Three-   |  |   | Three-   |  |   | three-month |   |   | Nine-     |  |   |              |  |   | nine-month      |  
| |                     |   | month    |  |   | month    |  |   | period      |   |   | month     |  |   |              |  |   | period          |  
| |                     |   | period   |  |   | period   |  |   | ended       |   |   | period    |  |   | Nine-month   |  |   | ended           |  
| |                     |   | ended    |  |   | ended    |  |   | October 31, |   |   | ended     |  |   | period ended |  |   | **October 31,** |  
| |                     |   | October  |  |   | October  |  |   | 2009 and    |   |   | October   |  |   | October 31,  |  |   | 2009 and        |  
| |                     |   | 31, 2009 |  |   | 31, 2008 |  |   | 2008        |   |   | 31, 2009  |  |   | 2008         |  |   | 2008            |  
| | Mineral exploration | $ | 103,820  |  | $ | 271,973  |  | $ | (168,153    | ) | $ | 387,433   |  | $ | 3,318,618    |  | $ | (2,931,185      | )
| | activities          |   |          |  |   |          |  |   |             |   |   |           |  |   |              |  |   |                 |  
| | Stock-based         |   | 141,425  |  |   | 26,981   |  |   | 114,444     |   |   | 353,998   |  |   | 139,824      |  |   | 214,174         |  
| | compensation        |   |          |  |   |          |  |   |             |   |   |           |  |   |              |  |   |                 |  
| | General and         |   | 333,763  |  |   | 91,003   |  |   | 242,760     |   |   | 736,923   |  |   | 743,748      |  |   | (6,825          | )
| | administrative      |   |          |  |   |          |  |   |             |   |   |           |  |   |              |  |   |                 |  
| |                     |   |          |  |   |          |  |   |             |   |   |           |  |   |              |  |   |                 |  
| | Total expenses      | $ | 579,008  |  | $ | 389,957  |  | $ | 189,051     |   | $ | 1,478,354 |  | $ | 4,202,190    |  | $ | (2,723,836      | )

Revenue

We have not earned any revenue from operation since our
inception and we do not anticipate earning any revenue from our operations 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 October 31, 2009 were $103,820, representing a decrease of $168,153 or 62%
when compared to our mineral exploration expenses of $271,973 for the
three-month period ended October 31, 2008. This decrease in our mineral exploration expenses was primarlly due to our decision to temporarily suspend our drilling program during the recent global economic downturn.

Our mineral exploration expenses for
  the nine-month period ended October 31, 2009 were $387,433, representing a
  decrease of $2,931,185 or 88% when compared to our mineral exploration expenses
  of $3,318,618 for the nine-month period ended October 31 2008. This decrease in
  our mineral exploration expenses was due primarily to our decision to
  temporarily suspend our drilling and exploration program during the recent global economic
  downturn.

Stock-Based Compensation

Our stock-based compensation expense increased by $114,444 or
4.24% from $26,981 for the three-month period ended October 31, 2008 to $141,425
for the three-month period ended October 31, 2009. Our stock-based compensation
expense increased by $214,174 or 1.53% from $139,824 for the nine-month period
ended October 31,

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- 7 -

2008 to $353,998 for the nine-month period ended October 31,
2009. The increase in our stock-based compensation was due to the issuance of
2,485,000 options to purchase shares of our common stock during the nine month
period ended October 31, 2009. 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 increased by $242,760
or 2.67% from $91,003 for the three-month period ended October 31, 2008 to
$333,763 for the three-month period ended October 31, 2009. This increase was
primarily caused by increases in consulting fees of $71,715 due to hiring more
consultants; investor relations and communications of $31,693 and travel of
$20,579 due to attending conferences; office and sundry of $42,713 due to
additional filing and regulatory fees as a result of listing on the TSX Venture
Exchange; and professional fees of $60,409 due to equity transactions and
regulatory compliance during the period.

Our general and administrative expenses decreased by $6,825 or
1% from $743,748 for the nine-month period ended October 31, 2008 to $736,923
for the nine-month period ended October 31, 2009. This decrease was primarily
caused by decreases in office and sundry expenses of $11,999 and professional
fees of $81,091 incurred in connection with our listing on the TSX Venture
Exchange during the prior year. These decreases were primarily offset by
increases in consulting fees of $18,492 due to hiring more consultants; investor
relations and communications of $16,140 due to attending conferences; and
interest expense of $13,325 due to issuing a promissory note and convertible
debentures.

Liquidity and Capital Resources

Our working capital at October 31, 2009 and at January 31, 2009
is summarized below:

|                          |  |                           |  |  |                     |  |  | Change between October   | 
|------------------------- |  | ------------------------- |  |  | ------------------- |  |  | ------------------------ | 
|                          |  |                           |  |  |                     |  |  | 31, 2009 and January 31, | 
|                          |  | At Ended October 31, 2009 |  |  | At January 31, 2009 |  |  | 2009                     | 
|Current assets            |  | $428,239                  |  |  | $128,246            |  |  | $299,993                 | 
|Current liabilities       |  | $380,584                  |  |  | $366,330            |  |  | $ 14,254                 | 
|Working capital (deficit) |  | $ 47,655                  |  |  | $(238,084)          |  |  | $285,739                 | 

Current Assets

Our current assets increased by $299,993 or 2.34% from $128,246
at January 31, 2009 to $428,239 at October 31, 2009. The increase was due to
increases in cash from equity financing and prepayments for services.

Current Liabilities

Our current liabilities increased by $14,254 or 4% from
$366,330 at January 31, 2009 to $380,584 at October 31, 2009. The increase in
our liabilities was primarily due to an increase in our accrued liabilities.

Working Capital

Our working capital increased by $285,739 or 1.2% from a
working capital deficit of $238,084 to working capital of $47,655. 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
during the nine-month periods ended October 31, 2009 and 2008, respectively:

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- 8 -

Nine-month
      
      
      Nine-monthperiod Ended
      
      
      period EndedOctober 31, 2009
      
      
      October 31, 2008Cash flows used in operating activities
    $
    (1,074,884
    )
    $
    (4,528,646
    )Cash flows used in investing activities
    $
    (1,082
    )
    $
    (20,117
    )Cash flows provided by financing activities
    $
    1,370,426
    
    $
    3,776,528Net increase (decrease) in cash during
      period
    $
    294,460
    
    $
    (772,235
    )


Net cash used in operating activities

Net cash used in operating activities during the nine-month
period ended October 31, 2009 was $1,074,884. We used cash to prepay expenses,
to pay accounts payable and accrued liabilities. These uses of cash were
partially offset by an increase in amounts due from related parties.

Net cash used in operating activities during the nine-month
period ended October 31, 2008 was $4,528,646. We used cash to pay our accounts
payable and accrued liabilities.

Net cash used in investment activities

We had no investment activities during the nine-month period
ended October 31, 2009.

During the nine-month periods ended October 31, 2009 and 2008
we spent $1,082 and $20,117 respectively, on the acquisition of equipment.

Net cash provided by financing activities

During the nine-month period ended October 31, 2009, we
received net cash of $1,239,926 on the issuance of 3,095,388 units in respect of
private placements, $52,500 on the exercise of 350,000 warrants and $78,000 on
the exercise of 275,000 stock options.

During the nine-month period ended October 31, 2008, we
received cash of $3,626,528 on the issuance 3,154,000 units sold in private
placement offerings or our equity securities and we received $150,000 in cash in
exchange for a note payable.

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 November 30,
2010.

Purchase of Significant Equipment

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

Employees

As of October 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 our Executive
Vice-President of Corporate Development each 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

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- 9 -

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.

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 October 31, 2009, we incurred losses of $15,898,988. 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 October 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

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- 10 -

other things, to (i) pay Frontera Geological Services Ltd. a
monthly cash fee of C$12,500 (approximately US$11,600); (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 date
of grant; and (iii) pay incentive bonuses upon the occurrence of specified
milestones. This agreement was approved by our shareholders at our annual
meeting held on October 22, 2009.

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, accrued travel 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. We
assess the carrying cost of each mineral property 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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- 11 -

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 the fair value measurement and disclosure of
financial instruments in accordance with FASB ASC topic 820 which 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 FASB ASC topic 820 on fair value measurement and
disclosures establishes three levels of inputs that may be used to measure fair
value: quoted prices in active markets for identical assets or liabilities
(referred to as Level 1), observable inputs other than Level 1 that are
observable for the asset or liability either directly or indirectly (referred to
as Level 2), and unobservable inputs to the valuation methodology that are
significant to the measurement of fair value of assets or liabilities (referred
to as Level 3).

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

|                                         |   | October 31, 2009 |  |   | January 31, 2009 | 
|---------------------------------------- | - | ---------------- |  | - | ---------------- | 
|                                         |   | Carrying         |  |   | Fair             | 
|                                         |   | value            |  |   | value            | 
|Cash                                     | $ | 403,020          |  | $ | 403,020          | 
|Receivables                              | $ | 3,629            |  | $ | 3,629            | 
|Accounts payable and accrued liabilities | $ | 91,317           |  | $ | 91,317           | 
|Promissory note                          | $ | 150,000          |  | $ | 150,000          | 
|Convertible debenture                    | $ | 71,258           |  | $ | 71,258           | 

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.

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- 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 October 31, 2009 and January 31, 2009, the
Company had approximately $380,000 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 nine-month
period ended October 31, 2009 were:

On October 31, 2009, we adopted the changes issued by the FASB
to the authoritative hierarchy of GAAP. These changes establish the FASB
Accounting Standards CodificationTM (Codification) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. Rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. The FASB will no longer issue
new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in their own
right as they will only serve to update the Codification. These changes and the
Codification itself do not change GAAP. Other than the manner in which new
accounting guidance is referenced, the adoption of these changes had no impact
on our consolidated financial statements.

On February 1, 2008, we adopted certain provisions of ASC topic
820 on fair value measurements. ASC 820 defines fair value, establishes a
framework for measuring fair value in GAAP, and expands disclosures about fair
value measurements. ASC 820 applies when another portion of the codification
requires or permits assets or liabilities to be measured at fair value.
Accordingly, ASC 820 does not require any new fair value measurements. On
February 1, 2009, we adopted the remaining provisions of ASC 820 as it relates
to nonfinancial assets and liabilities that are not recognized or disclosed at
fair value on a recurring basis. The adoption of the changes to ASC 820 did not
have an

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- 13 -

impact on our consolidated financial statements. See Note 11
for disclosures about the fair value of our financial instruments.

On February 1, 2009, we adopted changes issued by the FASB to
the fair value option for financial assets and liabilities. These changes permit
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. The adoption of these changes had 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.

On February 1, 2009, we adopted the changes issued by FASB ASC
topic 805 for business combinations. These changes require 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. ASC 805 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. Our adoption of the changes to ASC 805 had no impact on our  consolidated financial statements. However we expect the changes to ASC 805 will have an impact on our
  accounting for future business combinations, but the effect is dependent upon
  making acquisitions in the future.

On February 1, 2009, we adopted the changes issued by FASB ASC
topic 810-10 for noncontrolling interests in consolidated financial statements.
ASC 810-10 states that accounting and reporting for minority interests are to be
recharacterized as noncontrolling interests and classified as a component of
equity. The calculation of earnings per share continues to be based on income
amounts attributable to the parent. ASC 810-10 applies to all entities that
prepare consolidated financial statements, except not-for-profit organizations,
but affects only those entities that have an outstanding noncontrolling interest
in one or more subsidiaries or that deconsolidate a subsidiary. Our adoption of
the changes to ASC 810-10 had no impact on our consolidated financial
statements.

On February 1, 2009, we adopted the changes issued by FASB ASC
topic 815-10-50 for disclosures about derivative instruments and hedging
activities. ASC 815-10-50 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, and (c) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows. Our adoption of the changes to
ASC 815-10-50 did not have an impact on our current or comparative consolidated
financial statements.

On February 1, 2009, we adopted changes issued by the FASB to
accounting for intangible assets. These changes amend the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset in order to improve the consistency
between the useful life of a recognized intangible asset outside of a business
combination and the period of expected cash flows used to measure the fair value
of an intangible asset in a business combination. The adoption of these changes
had no impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
on accounting for convertible debt instruments that may be settled in cash upon
conversion (including partial cash settlement). These changes specify 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. The
adoption of these changes had no impact on our consolidated results of
operations or financial position.

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- 14 -

On February 1, 2009, we adopted the changes issued by the FASB
to whether an instrument (or embedded feature) is indexed to an entitys own
stock. These changes provide 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 scope exception. The adoption of these
changes did not have an impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
to determine whether instruments granted in share-based payment transactions are
participating securities. These changes address the question of whether
instruments granted in share-based payment transactions are participating
securities prior to vesting. This guidance indicates that unvested share-based
payment awards that contain rights to dividend payments should be included in
earnings per share calculations. The adoption of these changes had no impact on
our consolidated results of operations or financial position.

On February 1, 2009, we adopted the changes issued by the FASB
to equity method investment accounting considerations. These changes clarify the
accounting for certain transactions and impairment considerations involving
equity method investments. The intent of these changes 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. The adoption of these changes had no
impact on our current or prior consolidated financial position or results of
operations.

On February 1, 2009, we adopted the changes issued by the FASB
to disclosures by public entities (enterprises) about transfers of financial
assets and interest in variable interest entities. These changes require
additional disclosure about transfers of financial assets and an enterprises
involvement with variable interest entities. The adoption of these changes did
not have an impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
to employers disclosures about pensions and other postretirement benefits.
These changes require enhanced disclosures about the plans for assets of a
Companys defined benefit pension and other postretirement plans. The enhanced
disclosures 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. The adoption of these changes did not have an impact
on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by FASB ASC
topic 855 to subsequent events. ASC 855 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.
ASC 855 also requires disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date. The adoption of the
changes to ASC 855 had no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by FASB ASC
topic 825 on 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. ASC 825 provides additional guidance for estimating fair
value 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. The adoption of the changes to
ASC 825 had no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by the FASB to
recognition and presentation of other-than-temporary impairments. These changes
amend 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 these changes had no impact on our consolidated financial
statements.

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- 15 -

On July 31, 2009, we adopted the changes issued by the FASB for
interim disclosures about fair value of financial instruments. These changes
require 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 these changes had no impact on our consolidated
financial statements.

New accounting standards to be adopted are as
follows:

In June 2009, the FASB issued ASC topic 860-20 for changes to
the accounting for transfers of financial assets. These changes remove the
concept of a qualifying special-purpose entity and remove the exception from the
application of variable interest accounting to variable interest entities that
are qualifying special-purpose entities; limits the circumstances in which a
transferor derecognizes a portion or component of a financial asset; defines a
participating interest; requires a transferor to recognize and initially measure
at fair value all assets obtained and liabilities incurred as a result of a
transfer accounted for as a sale; and requires enhanced disclosure; among
others. These changes become effective for us on February 1, 2010. The adoption
of these changes is not expected to have an impact on our consolidated financial
statements.

In June 2009, the FASB issued changes to the accounting for
variable interest entities. These changes require an enterprise to perform an
analysis to determine whether the enterprises variable interest or interests
give it a controlling financial interest in a variable interest entity; to
require ongoing reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity; to eliminate the quantitative
approach previously required for determining the primary beneficiary of a
variable interest entity; to add an additional reconsideration event for
determining whether an entity is a variable interest entity when any changes in
facts and circumstances occur such that holders of the equity investment at
risk, as a group, lose the power from voting rights or similar rights of those
investments to direct the activities of the entity that most significantly
impact the entitys economic performance; and to require enhanced disclosures
that will provide users of financial statements with more transparent
information about an enterprises involvement in a variable interest entity.
These changes become effective for us on February 1, 2010. The adoption of these
changes is not expected to have an impact on our consolidated financial
statements.

In August 2009, the FASB issued Accounting Standards Update
(ASU) 2009-05 for changes to measuring liabilities at fair value. These changes
clarify existing guidance that in circumstances in which a quoted price in an
active market for the identical liability is not available, an entity is
required to measure fair value using either a valuation technique that uses a
quoted price of either a similar liability or a quoted price of an identical or
similar liability when traded as an asset, or another valuation technique that
is consistent with the principles of fair value measurements, such as an income
approach (e.g., present value technique). This guidance also states that both a
quoted price in an active market for the identical liability and a quoted price
for the identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value
measurements. These changes become effective for us on November 1, 2009. We do
not anticipate the adoption of these changes will have an impact on our
consolidated financial statements.

In October 2009, the FASB issued ASU 2009-13 for changes to
multiple-deliverable revenue arrangements a consensus of the FASB emerging
issues task force, which amends ASC topic 605, Revenue Recognition, to
require companies to allocate revenue in multiple-element arrangements based on
an elements estimated selling price if vendor-specific or other third-party
evidence of value is not available. ASU 2009-13 is effective for us on February
1, 2011. Earlier application is permitted. We do not anticipate the adoption of
these changes will have an impact 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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- 16 -

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 October 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 October 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

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has fluctuated widely in recent years and is affected by
numerous factors beyond our control, including international, economic and
political trends, expectations of inflation, currency exchange fluctuations,
interest rates, global or regional consumptive patterns, speculative activities
and increased production due to new extraction developments and improved
extraction and production methods. The effect of these factors are based on the
price of precious metals and therefore the economic viability of any of our
exploration properties and projects cannot accurately be predicted.

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

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

Risks Related to Our Company

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

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 November 30, 2010, we expect to spend approximately $2,460,000 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 nine-month period ended October 31, 2009, we incurred
a net loss of $1,478,354. From inception through October 31, 2009, we have
incurred an aggregate loss of $15,898,988. 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 December 1, 2009, we had cash and cash equivalents
in the amount of approximately $3,780,000. We estimate our

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average monthly operating expenses to be approximately $96,000,
excluding exploration but including general and administrative expenses and
investor relations expenses. We believe that cash on hand as of the date of
filing of this quarterly report on Form 10-Q is sufficient to fund our currently
budgeted operating requirements for the 12 month period ending November 30,
2010. However, our budget could increase in response to matters that cannot be
currently anticipated and we might find that we need to raise 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

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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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 might receive on the sale of minerals would 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.

On October 22, 2009, we held our annual meeting of
stockholders.

At the annual meeting, our stockholders elected Kenneth Hicks,
Colin Godwin, Jenna Hardy, Rich Thibault and Patrick Downey to serve as
directors of our company with the following votes:

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- 21 -

For
    WithheldKenneth Hicks
    16,072,739
    220,340Colin Godwin
    16,073,271
    219,808Jenna Hardy
    14,477,315
    1,815,764Richard Thibault
    16,070,771
    222,308Patrick Downey
    16,066,341
    226,738


At the annual meeting, our stockholders ratified the
appointment of Morgan & Company as our independent auditors for the fiscal
year ending January 31, 2010 with the following votes:

For
    Against
    Abstain
    Broker Non-Votes16,180,160
    46,896
    66,023
    0


At the annual meeting, our stockholders ratified the consulting
agreement dated as of August 1, 2009 between our company, Kenneth Hicks, our
President and director, and Frontera Geological Services Ltd. and, in
particular, the terms of Sections 3.3 and 3.4 of that consulting agreement,
which provide for the payment of incentive bonuses and the investment of the net
proceeds of any incentive bonus into our company by way of a private placement
at the then current market price with the following votes:

For
    Against
    Abstain
    Broker Non-Votes6,815,399
    1,477,032
    72,640
    0


At the annual meeting, our stockholders ratified the consulting
agreement dated July 14, 2009 between our company, Mark Vanry, our Executive
Vice President of Corporate Development, and 0845557 B.C. Ltd. and, in
particular, the terms of Sections 3.3 and 3.4 of that consulting agreement,
which provide for the payment of incentive bonuses and the investment of the net
proceeds of any incentive bonus into our company by way of a private placement
at the then current market price with the following votes:

For
    Against
    Abstain
    Broker Non-Votes7,989,033
    1,507,532
    72,640
    0


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

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|      | Form SB-2 filed with the Commission on March 12, 2002 and
      incorporated herein by reference.                                                                                                                                                                                                                          
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                            
|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 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.                                                  
|      |                                                                                                                                                                                                                                                                                                                            
|10.3  | 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.                                    
|      |                                                                                                                                                                                                                                                                                                                            
|10.4  | 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 incorporated herein
      by reference.                                                                                
|      |                                                                                                                                                                                                                                                                                                                            
|10.5  | 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.                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                            
|10.6  | 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.                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                            
|10.7  | 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.                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                            
|10.8  | 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.                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                            
|10.9  | 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.                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                            
|10.10 | 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.                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                            
|10.11 | 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.                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                            
|10.12 | 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.                                                                                   

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- 23 -

|10.13* | Consulting
        Agreement dated August 1, 2009 with Frontera Geological Services Ltd.
        and Kenneth Hicks                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                            
|(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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- 24 -

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: December 10, 2009

By: /s/ Valerie HelsingValerie Helsing Chief
Financial Officer(Principal Financial Officer and Principal Accounting
Officer) Date: December 10, 2009

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