---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended April 30, 2011

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)

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

1100 Melville Street, Suite 835 , Vancouver, British
Columbia, Canada V6E 4A6(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 [  
]     N/A

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.

|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]

---

ii

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.

60,949,645 shares of common stock as of June 10, 2011.

---

1

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim consolidated
financial statements for the period ended April 30, 2011, include all
adjustments necessary in order to ensure that the interim consolidated financial
statements are not misleading.

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

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)

CONSOLIDATED FINANCIAL STATEMENTS

At April 30, 2011 and January 31, 2011 andfor the
Three Months Ended April 30, 2011 and 2010

(UNAUDITED)



(Stated in U.S. Dollars)

F-1

---

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

|                                                                                                                                                                                                              |   | April 30,   |   |   | January
    31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | --------------- | -
|                                                                                                                                                                                                              |   | 2011        |   |   | 2011            |  
|                                                                                                                                                                                                              |   | (Unaudited) |   |   | (Audited)       |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|ASSETS                                                                                                                                                                                                        |   |             |   |   |                 |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Current                                                                                                                                                                                                       |   |             |   |   |                 |  
|Cash and cash equivalents                                                                                                                                                                                     | $ | 1,924,897   |   | $ | 5,959,362       |  
|Short-term investments                                                                                                                                                                                        |   | 3,204,449   |   |   | -               |  
|Sales tax recoverable                                                                                                                                                                                         |   | 52,229      |   |   | 33,102          |  
|Prepaid expenses and deposits                                                                                                                                                                                 |   | 49,243      |   |   | 41,823          |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Total current assets                                                                                                                                                                                          |   | 5,230,818   |   |   | 6,034,287       |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Equipment (Note 4)                                                                                                                                                                                            |   | 115,389     |   |   | 113,881         |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Mineral property interest (Note 5)                                                                                                                                                                            |   | 815,000     |   |   | 815,000         |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Total assets                                                                                                                                                                                                  | $ | 6,161,207   |   | $ | 6,963,168       |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                          |   |             |   |   |                 |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Current liabilities                                                                                                                                                                                           |   |             |   |   |                 |  
|Accounts payable and accrued
      liabilities (Note 6)                                                                                                                                                       | $ | 1,807,287   |   | $ | 470,914         |  
|Due
      to related parties (Note 7)                                                                                                                                                                         |   | 64,573      |   |   | 247,306         |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Total liabilities                                                                                                                                                                                             |   | 1,871,860   |   |   | 718,220         |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Stockholders' equity                                                                                                                                                                                          |   |             |   |   |                 |  
|Preferred stock, $0.001 par value,
      authorized
      100,000,000,          nil
      shares issued and outstanding at April 30,
      2011          and
      January 31, 2011                           |   | -           |   |   | -               |  
|Preferred stock, Series A
      convertible, $0.001 par
      value,          authorized
      2,000, nil shares issued and outstanding
      at          April
      30, 2011 and January 31, 2011           |   | -           |   |   | -               |  
|Common stock, $0.001 par value,
      authorized
      100,000,000,          59,304,863
      and 56,587,922 issued and outstanding
      at          April
      30, 2011 and January 31, 2011, respectively |   | 59,306      |   |   | 56,588          |  
|Shares subscribed                                                                                                                                                                                             |   | -           |   |   | 104,380         |  
|Additional paid-in capital                                                                                                                                                                                    |   | 29,878,715  |   |   | 28,327,108      |  
|Deficit accumulated during the exploration
      stage                                                                                                                                                        |   | (25,648,674 | ) |   | (22,243,128     | )
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Total stockholders' equity                                                                                                                                                                                    |   | 4,289,347   |   |   | 6,244,948       |  
|                                                                                                                                                                                                              |   |             |   |   |                 |  
|Total liabilities and stockholders' equity                                                                                                                                                                    | $ | 6,161,207   |   | $ | 6,963,168       |  

Going concern (Note 3)

       Subsequent events (Note 10)

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

F-2

---

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

|                                                                      |   | For
      the Three Months Ended |   |   | From
      December 21, |  
|--------------------------------------------------------------------- | - | -------------------------------- | - | - | ----------------------- | -
|                                                                      |   | April 30,                        |   |   | 2001 (Inception)        |  
|                                                                      |   | 2011                             |   |   | 2010                    |  
|                                                                      |   |                                  |   |   |                         |  
|Expenses                                                              |   |                                  |   |   |                         |  
|                                                                      |   |                                  |   |   |                         |  
|Consulting                                                            | $ | 260,685                          |   | $ | 284,003                 |  
|Depreciation                                                          |   | 6,438                            |   |   | 2,816                   |  
|Director fees                                                         |   | 26,205                           |   |   | -                       |  
|Foreign exchange (gain) loss                                          |   | (351,851                         | ) |   | 13,024                  |  
|Investor relations                                                    |   | 161,014                          |   |   | 36,901                  |  
|Mineral property interests                                            |   | 3,017,523                        |   |   | 837,782                 |  
|Office and sundry                                                     |   | 88,344                           |   |   | 41,948                  |  
|Professional                                                          |   | 105,657                          |   |   | 76,819                  |  
|Rent                                                                  |   | 9,887                            |   |   | 9,356                   |  
|Salaries and benefits                                                 |   | 16,177                           |   |   | -                       |  
|Transfer agent and filing                                             |   | 15,051                           |   |   | 12,093                  |  
|Travel                                                                |   | 64,768                           |   |   | 29,466                  |  
|Write-down of mineral claims                                          |   | -                                |   |   | -                       |  
|                                                                      |   |                                  |   |   |                         |  
|                                                                      |   | (3,419,898                       | ) |   | (1,344,208              | )
|                                                                      |   |                                  |   |   |                         |  
|Interest income (expense)                                             |   | 14,352                           |   |   | -                       |  
|                                                                      |   |                                  |   |   |                         |  
|Net loss                                                              | $ | (3,405,546                       | ) | $ | (1,344,208              | )
|                                                                      |   |                                  |   |   |                         |  
|Net loss per share - basic and diluted                                | $ | (0.06                            | ) | $ | (0.03                   | )
|                                                                      |   |                                  |   |   |                         |  
|Weighted average number of shares outstanding
    - basic and diluted |   | 57,874,032                       |   |   | 49,590,263              |  

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

F-3

---

ARGENTEXMININGCORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYFOR THEPERIODFROMJANUARY31, 2010 TOAPRIL30, 2011(Statedin U.S.Dollars)(UNAUDITED)

|                                          |  | Common Stock |  |   |           |  |   |            |  |   |            |   |   |             |  
|----------------------------------------- |  | ------------ |  | - | --------- |  | - | ---------- |  | - | ---------- | - | - | ----------- | -
|                                          |  |              |  |   |           |  |   |            |  |   |            |   |   |             |  
|                                          |  |              |  |   |           |  |   | Additional |  |   |            |   |   |             |  
|                                          |  | Number of    |  |   |           |  |   | Paid-in    |  |   | Shares     |   |   | Accumulated |  
|                                          |  | Shares       |  |   | Par Value |  |   | Capital    |  |   | Subscribed |   |   | Deficit     |  
|                                          |  |              |  |   |           |  |   |            |  |   |            |   |   |             |  
|Balance at January 31, 2010               |  | 43,921,754   |  | $ | 43,922    |  | $ | 19,995,457 |  | $ | -          |   | $ | (17,078,930 | )
|Common stock issued for cash              |  | 10,804,706   |  |   | 10,805    |  |   | 7,109,264  |  |   | -          |   |   | -           |  
|Exercise of stock options                 |  | 458,334      |  |   | 458       |  |   | 163,476    |  |   | -          |   |   | -           |  
|Exercise of warrants                      |  | 1,403,128    |  |   | 1,403     |  |   | 502,036    |  |   | -          |   |   | -           |  
|Shares subscribed                         |  | -            |  |   | -         |  |   | -          |  |   | 104,380    |   |   | -           |  
|Stock-based compensation                  |  | -            |  |   | -         |  |   | 556,875    |  |   | -          |   |   | -           |  
|Net loss for the
      year               |  | -            |  |   | -         |  |   | -          |  |   | -          |   |   | (5,164,198  | )
|Unrealized foreign currency exchange gain |  | -            |  |   | -         |  |   | -          |  |   | -          |   |   | -           |  
|Balance at January 31, 2011               |  | 56,587,922   |  |   | 56,588    |  |   | 28,327,108 |  |   | 104,380    |   |   | (22,243,128 | )
|Exercise of stock options                 |  | 580,000      |  |   | 580       |  |   | 301,620    |  |   | -          |   |   | -           |  
|Exercise of warrants                      |  | 2,136,941    |  |   | 2,138     |  |   | 1,142,489  |  |   | (104,380   | ) |   | -           |  
|Stock-based compensation                  |  | -            |  |   | -         |  |   | 107,498    |  |   | -          |   |   | -           |  
|Net loss for the period                   |  | -            |  |   | -         |  |   | -          |  |   | -          |   |   | (3,405,546  | )
|                                          |  |              |  |   |           |  |   |            |  |   |            |   |   |             |  
|Balance at April 30, 2011                 |  | 59,304,863   |  | $ | 59,306    |  | $ | 29,878,715 |  | $ | -          |   | $ | (25,648,674 | )

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

F-4

---

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

|                                                                                  |   | For
    the Three Months Ended |   |   | From
    December 21,   |  
|--------------------------------------------------------------------------------- | - | ------------------------------ | - | - | ----------------------- | -
|                                                                                  |   | April
      30,                |   |   | **2001 (Inception) to** |  
|                                                                                  |   | 2011                           |   |   | 2010                    |  
|                                                                                  |   |                                |   |   |                         |  
|Cash used in operating activities                                                 |   |                                |   |   |                         |  
|Net loss                                                                          | $ | (3,405,546                     | ) | $ | (1,344,208              | )
|Adjustments to reconcile net loss to net cash
      used in operating activities: |   |                                |   |   |                         |  
|Depreciation                                                                      |   | 6,438                          |   |   | 2,816                   |  
|Stock-based compensation                                                          |   | 107,498                        |   |   | 174,432                 |  
|Debt discount                                                                     |   | -                              |   |   | -                       |  
|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:                                      |   |                                |   |   |                         |  
|Sales tax recoverable                                                             |   | (19,127                        | ) |   | -                       |  
|Prepaid expenses and deposits                                                     |   | (15,640                        | ) |   | 6,893                   |  
|Accounts payable
      and accrued liabilities                                    |   | 1,336,373                      |   |   | 566                     |  
|Due to related parties                                                            |   | (182,733                       | ) |   | (36,318                 | )
|                                                                                  |   |                                |   |   |                         |  
|Net cash
      used in operating activities                                       |   | (2,172,737                     | ) |   | (1,195,819              | )
|                                                                                  |   |                                |   |   |                         |  
|Cash flows used in investing activities                                           |   |                                |   |   |                         |  
|Acquisition of mineral
      property interests                                   |   | -                              |   |   | -                       |  
|Acquisition of surface rights to
      mineral property                           |   | -                              |   |   | -                       |  
|Purchase of short-term
      investments                                          |   | (4,109,097                     | ) |   | -                       |  
|Redemption of short-term investments                                              |   | 1,000,138                      |   |   | -                       |  
|Acquisition of equipment                                                          |   | (7,946                         | ) |   | -                       |  
|                                                                                  |   |                                |   |   |                         |  
|Net cash used in investing activities                                             |   | (3,116,905                     | ) |   | -                       |  
|                                                                                  |   |                                |   |   |                         |  
|Cash flows from financing activities                                              |   |                                |   |   |                         |  
|Issuance of convertible debentures                                                |   | -                              |   |   | -                       |  
|Issuance of promissory
      notes                                                |   | -                              |   |   | -                       |  
|Repayment of promissory notes                                                     |   | -                              |   |   | -                       |  
|Proceeds from issuance
      of capital stock                                     |   | 1,342,447                      |   |   | 124,000                 |  
|Proceeds from shares subscribed                                                   |   | -                              |   |   | -                       |  
|                                                                                  |   |                                |   |   |                         |  
|Net cash
      provided by financing activities                                   |   | 1,342,447                      |   |   | 124,000                 |  
|                                                                                  |   |                                |   |   |                         |  
|Effects of foreign
      currency exchange                                        |   | (87,270                        | ) |   | 149,706                 |  
|                                                                                  |   |                                |   |   |                         |  
|                                                                                  |   |                                |   |   |                         |  
|(Decrease) increase in cash during the period                                     |   | (4,034,465                     | ) |   | (922,113                | )
|                                                                                  |   |                                |   |   |                         |  
|Cash, beginning of period                                                         |   | 5,959,362                      |   |   | 3,209,786               |  
|                                                                                  |   |                                |   |   |                         |  
|Cash, end of period                                                               | $ | 1,924,897                      |   | $ | 2,287,673               |  
|                                                                                  |   |                                |   |   |                         |  
|Supplemental disclosures                                                          |   |                                |   |   |                         |  
|Cash (received) paid during the period for:                                       |   |                                |   |   |                         |  
|Taxes                                                                             | $ | -                              |   | $ | -                       |  
|Interest                                                                          | $ | (6,132                         | ) | $ | -                       |  
|                                                                                  |   |                                |   |   |                         |  
|Non-cash financing transactions:                                                  |   |                                |   |   |                         |  
|Conversion of convertible debenture
      into common stock                       | $ | -                              |   | $ | -                       |  
|Stock based compensation on issuance of brokers
      warrants                    | $ | -                              |   | $ | -                       |  
|Notes and related accrued interest converted
    to common stock                  | $ | -                              |   | $ | -                       |  

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

F-5

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL
30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 1  ORGANIZATION AND NATURE OF OPERATIONS

Nature of Operations

Argentex Mining Corporation (“Argentex” or the “Company”) was originally incorporated in the State of Nevada on December 21, 2001 under the name Delbrook Corporation.  On March 15, 2004, the Company changed its name to Argentex Mining Corporation.  The Company effected this name change by merging with its wholly owned subsidiary, Argentex Mining Corporation, a Nevada corporation that was formed specifically for this purpose.  On November 5, 2007, the Company moved its jurisdiction of domicile from the State of Nevada (Argentex Nevada) to the State of Delaware.  This re-domicile was effected by merging with the Company’s wholly owned subsidiary Argentex Mining Corporation, a Delaware corporation that was formed specifically for this purpose. The Company’s Delaware subsidiary was the surviving entity in the merger.  On June 3, 2011, the Company moved its jurisdiction of domicile back to the State of Nevada.  This re-domicile was effected by merging with the Company’s wholly owned subsidiary Argentex Mining Corporation, a Nevada corporation that was formed specifically for this purpose. The Company’s Nevada subsidiary was the surviving entity in the merger.  On June 8, 2011, the Company moved its jurisdiction of domicile from the State of Nevada to the Province of British Columbia, Canada. This re-domicile was effected by a process known as a ‘conversion’ in the State of Nevada and a ‘continuation’ in the Province of British Columbia.

The Company has one wholly-owned subsidiary, SCRN Properties Ltd.  SCRN Properties Ltd was originally formed as a Delaware corporation on February 13, 2004, but on June 3, 2011, it moved its jurisdiction of domicile from the State of Delaware to the Province of British Columbia, Canada.  SCRN Properties Ltd. was formed for the purpose of acquiring and exploring natural resource properties in Argentina.

Exploration Stage

The Company is primarily involved in acquiring and exploring
mineral properties in Argentina. The Company is in the exploration stage of its
mineral property development and to date has not yet established any proven
mineral reserves on its existing properties. The Company has not produced any
significant revenues from its principal business or commenced significant
operations and it is considered an exploration stage company as defined by
Securities and Exchange Commission (SEC) Guide 7 with reference to Financial
Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC)
topic 915.

Basis of Presentation and Preparation

The accompanying unaudited consolidated financial statements
are stated in U.S. dollars and include the accounts of the Company and its
subsidiaries. Intercompany accounts and transactions have been eliminated. The
preparation of these consolidated financial statements in conformity with U.S.
generally accepted accounting principles (GAAP) requires management to make
estimates and assumptions that affect the amounts reported in these consolidated
financial statements and accompanying notes. Actual results could differ
materially from those estimates. Certain prior period amounts in the
consolidated financial statements and notes thereto 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.

The prior years accrued liabilities, as originally disclosed
on the balance sheet, have been combined and the details are disclosed in Note
6.

These consolidated financial statements and accompanying notes
should be read in conjunction with the Companys annual consolidated financial
statements and the notes thereto for the fiscal year ended January 31, 2011,
included in its Annual Report on Form 10-K.

F-6

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Recent Accounting Pronouncements

On February 1, 2011, the FASB issued changes to disclosure
requirements for fair value measurements. Specifically, the changes require a
reporting entity to disclose, in the reconciliation of fair value measurements
using significant unobservable inputs (Level 3), separate information about
purchases, sales, issuances, and settlements (that is, on a gross basis rather
than as one net number).

Fair value is the price that would be received from selling an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value is estimated by applying the
following hierarchy, which prioritizes the inputs used to measure fair value
into three levels and bases the categorization within the hierarchy upon the
lowest level of input that is available and significant to the fair value
measurement:

Level 1 Quoted prices in active markets for identical
  assets or liabilities.

Level 2 Observable inputs other than quoted prices in
active markets for identical assets and liabilities, quoted prices for identical
or similar assets or liabilities in inactive markets, or other inputs that are
observable or can be corroborated by observable market data for substantially
the full term of the assets or liabilities.

Level 3 Inputs that are generally unobservable and
typically reflect managements estimate of assumptions that market participants
would use in pricing the asset or liability.

Cash, Cash Equivalents and Short-term investments

The following tables summarize the Companys available-for-sale
securities adjusted cost, gross unrealized gains, gross unrealized losses and
fair value by significant investment category recorded as cash and cash
equivalents or short-term marketable investments as of April 30, 2011 and
January 31, 2011:

April 30, 2011Adjusted
      
      
      
      
      
      
      
      
      
      
      
      Cash andCost
      
      
      Unrealized
      
      
      Unrealized
      
      
      
      
      
      Cash
      
      
      Short-termGains
      
      
      Losses
      
      
      Fair
        Value
      
      
      Equivalents
      
      
      InvestmentsLevel 1:Cash
      
      $
      1,924,897
      
      $
      -
      
      $
      
      
      
      - $
        1,924,897
      
      $
      1,924,897
      
      $
      -Level 2:Term deposit
      
      
      3,196,229
      
      
      8,220
      
      
      
      
      
      - 3,204,449
      
      
      -
      
      
      3,204,449Total
      
      $
      5,121,126
      
      $
      8,220
      
      $
      
      
      
      - $
        5,129,346
      
      $
      1,924,897
      
      $
      3,204,449


The Company may redeem all or a portion of its one year term
deposit prior to its maturity on March 2, 2012 to fund operations.

F-7

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

January 31, 2011Adjusted
      
      
      Unrealized
      
      
      Unrealized
      
      
      
      
      
      Cash andCost
      
      
      Gains
      
      
      Losses
      
      
      
      
      
      Cash
      
      
      Short-termFair
        Value
      
      
      Equivalents
      
      
      InvestmentsLevel 1:Cash
      
      $
      965,307
      
      $
      -
      
      $
      -
      
      $
      965,307
      
      $
      965,307
      
      $
      -Level 2:BankersAcceptance
      
      
      4,993,006
      
      
      1,049
      
      
      -
      
      
      4,994,055
      
      
      4,994,055
      
      
      -Total
      
      $
      5,958,313
      
      $
      1,049
      
      $
      -
      
      $
      5,959,362
      
      $
      5,959,362
      
      $
      -


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, 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
financing and the attainment of profitable operations, or the sale, option or
joint venture of one or more of the Companys resource properties. 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 obtain sufficient working capital through additional equity
or debt financing. At at April 30, 2011, the Company had accumulated losses of
$25,648,674 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.

F-8

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 4  EQUIPMENT

| |                        |   |         |  |   | April 30, 2011 |  |   |          | 
| | ---------------------- | - | ------- |  | - | -------------- |  | - | -------- | 
| |                        |   |         |  |   | Accumulated    |  |   | Net Book | 
| |                        |   | Cost    |  |   | Depreciation   |  |   | Value    | 
| |                        |   |         |  |   |                |  |   |          | 
| | Equipment              | $ | 108,588 |  | $ | 25,784         |  | $ | 82,804   | 
| | Furniture and fixtures |   | 10,829  |  |   | 4,688          |  |   | 6,141    | 
| | Computer equipment     |   | 40,199  |  |   | 13,755         |  |   | 26,444   | 
| |                        | $ | 159,616 |  | $ | 44,227         |  | $ | 115,389  | 

| |                        |   |         |  |   | January
      31, 2011 |  |   |          | 
| | ---------------------- | - | ------- |  | - | ---------------------- |  | - | -------- | 
| |                        |   |         |  |   | Accumulated            |  |   | Net Book | 
| |                        |   | Cost    |  |   | Depreciation           |  |   | Value    | 
| |                        |   |         |  |   |                        |  |   |          | 
| | Equipment              | $ | 107,560 |  | $ | 21,465                 |  | $ | 86,095   | 
| | Furniture and fixtures |   | 10,829  |  |   | 4,365                  |  |   | 6,464    | 
| | Computer equipment     |   | 33,280  |  |   | 11,958                 |  |   | 21,322   | 
| |                        | $ | 151,669 |  | $ | 37,788                 |  | $ | 113,881  | 

NOTE 5  MINERAL PROPERTY INTERESTS

| | a) | Pinguino Project                                                                                                                                                                                                                                                                                                                                                                            
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                             
| |    | Pursuant to the terms of a mineral property option
      agreement, dated February 24, 2004, between the Company and an affiliate
      of a former director, the Company purchased a 100% interest in a mineral
      property located in the Santa Cruz Province of the Republic of Argentina,
      known as the Pinguino Property.                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                             
| |    | 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.                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                             
| |    | The property was acquired on July 1, 2008. 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 approximately $1,000,000
      (CDN$1,000,000) or all of the royalty for approximately $2,000,000
      (CDN$2,000,000).
| |    |                                                                                                                                                                                                                                                                                                                                                                                             
| |    | On December 10, 2010, the Company entered into an
      agreement with a land owner whereby the Company purchased surface rights
      to the major portion of the property, known as El Piche, for $815,000. The
      Company completed this acquisition on December 17,
2010.                                                                                                            

F-9

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 5  MINERAL PROPERTY INTERESTS, continued

| | b) | Condor Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | Pursuant to the terms of a mineral property acquisition
      agreement, dated February 20, 2004, between the Company and an affiliate
      of a former director, the Company paid approximately $7,528 (CDN$10,000)
      to acquire a 100% interest in certain mineral claims located in the Santa
      Cruz Province of the Republic of Argentina, known as the Condor
      Property,subject to a 2% net smelter return royalty in favor of an
      ex-director.                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The Company has the right to repurchase either one-half
      of the royalty for approximately $1,000,000 (CDN$1,000,000) or all of the
      royalty for $2,000,000 (CDN$2,000,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | c) | Contreras and Rio Negro Projects                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | In addition, pursuant to the terms of a Share Purchase
      Agreement, dated February 24, 2004, between the Company and an affiliate
      of a former 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 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 were subject to an Escrow Agreement dated March 2,
      2004.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The Mineral Property Acquisition Agreement and the Share
      Purchase Agreement also provide for an area of interestsuch 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 Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | Pursuant to the terms of a mineral property acquisition
      agreement, dated February 20, 2004, between the Company and an affiliate
      of a former director, the Company paid approximately $7,528 (CDN$10,000)
      to acquire a 100% interest in mineral claims located in the Santa Cruz and
      Rio Negro Provinces of the Republic of Argentina, known as the Storm
      Cat Property.Subsequent to acquisition of these properties, the
      Company has accounted for expenditures by province.                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | e) | British Columbia Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | On June 7, 2010, the Company acquired a group of three
      contiguous mineral tenures known as the Clapperton Property, covering an
      aggregate of approximately 825 hectares of land located in south central
      British Columbia, Canada, approximately 25 kilometers northeast of the
      town of Merritt, British Columbia. The total purchase amount was $324. On
      May 25, 2011, the Company made a cash-in-lieu payment of approximately
      $3,714 ($CDN 3,632) which advances the expiry date of the three mineral
      tenures to June 7, 2011.                                                                                                                              

F-10

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 5  MINERAL PROPERTY INTERESTS, continued

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

| |                                  |   | Three     |  |   | Three     |  |   | December       | 
| | -------------------------------- | - | --------- |  | - | --------- |  | - | -------------- | 
| |                                  |   | Months    |  |   | Months    |  |   | 21, 2001       | 
| |                                  |   | Ended     |  |   | Ended     |  |   | (Inception) to | 
| |                                  |   | April 30, |  |   | April 30, |  |   | April 30,      | 
| |                                  |   | 2011      |  |   | 2010      |  |   | 2011           | 
| |                                  |   |           |  |   |           |  |   |                | 
| | Pinguino Project:                |   |           |  |   |           |  |   |                | 
| | Claim maintenance                | $ | 8,509     |  | $ | 35,175    |  | $ | 55,499         | 
| | Assaying, testing and analysis   |   | 89,549    |  |   | 38,624    |  |   | 1,005,542      | 
| | Camp and field supplies          |   | 413,292   |  |   | 147,436   |  |   | 2,649,011      | 
| | Drilling                         |   | 2,299,556 |  |   | 490,691   |  |   | 7,911,432      | 
| | Geological and geophysical       |   | 64,265    |  |   | 59,720    |  |   | 1,108,402      | 
| | Travel and
      accommodation   |   | 64,417    |  |   | 13,579    |  |   | 241,313        | 
| |                                  |   | 2,939,588 |  |   | 785,225   |  |   | 12,971,199     | 
| |                                  |   |           |  |   |           |  |   |                | 
| | Condor Project:                  |   |           |  |   |           |  |   |                | 
| | Claim maintenance                |   | -         |  |   | -         |  |   | 7,528          | 
| | Camp and field supplies          |   | -         |  |   | -         |  |   | 198            | 
| | Geological and
      geophysical |   | -         |  |   | -         |  |   | 4,185          | 
| |                                  |   | -         |  |   | -         |  |   | 11,911         | 
| |                                  |   |           |  |   |           |  |   |                | 
| | Contreras Project:               |   |           |  |   |           |  |   |                | 
| | Claim maintenance                |   | -         |  |   | -         |  |   | 21,851         | 
| | Camp and field supplies          |   | 55,961    |  |   | 52,557    |  |   | 225,877        | 
| | Assaying, testing and analysis   |   | -         |  |   | -         |  |   | 60,247         | 
| | Geological and geophysical       |   | 21,974    |  |   | -         |  |   | 55,804         | 
| | Travel and
      accommodation   |   | -         |  |   | -         |  |   | 28,814         | 
| |                                  |   | 77,935    |  |   | 52,557    |  |   | 392,593        | 
| |                                  |   |           |  |   |           |  |   |                | 
| | Rio Negro Project:               |   |           |  |   |           |  |   |                | 
| | Claim maintenance                |   | -         |  |   | -         |  |   | 7,108          | 
| | Camp and field supplies          |   | -         |  |   | -         |  |   | 51,836         | 
| | Geological and geophysical       |   | -         |  |   | -         |  |   | 39,833         | 
| | Travel and accommodation         |   | -         |  |   | -         |  |   | 9,917          | 
| |                                  |   |           |  |   |           |  |   |                | 
| |                                  |   | -         |  |   | -         |  |   | 108,694        | 
| |                                  |   |           |  |   |           |  |   |                | 
| | Other:                           |   | -         |  |   | -         |  |   | 31,729         | 
| |                                  |   |           |  |   |           |  |   |                | 
| |                                  | $ | 3,017,523 |  | $ | 837,782   |  | $ | 13,516,126     | 

F-11

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 6  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

| |                                          |   | Three     |  |   |          | 
| | ---------------------------------------- | - | --------- |  | - | -------- | 
| |                                          |   | Months    |  |   | Year     | 
| |                                          |   | Ended     |  |   | Ended    | 
| |                                          |   | April     |  |   | January  | 
| |                                          |   | 31, 2011  |  |   | 31, 2011 | 
| |                                          |   |           |  |   |          | 
| | Accounts payable                         | $ | 1,411,363 |  | $ | 170,632  | 
| | Accrued liabilities                      |   | 83,738    |  |   | 21,294   | 
| | Accrued professional fees                |   | -         |  |   | 49,229   | 
| | Accrued mineral
      property interests |   | 312,186   |  |   | 229,759  | 
| |                                          | $ | 1,807,287 |  | $ | 470,914  | 

NOTE 7 - RELATED PARTY TRANSACTIONS

Director fees and officer consulting fees for the period ended
April 30, 2011 were $239,540 (April 30, 2010 - $251,153) including stock based
compensation of $107,498 (April 30, 2010 - $174,432). As at April 30, 2011 the
Company owed directors and officers $64,573 (January 31, 2011 - $247,306). All
balances owing were unsecured, non-interest bearing and had no fixed terms of
repayment. Details of the related party transactions and balances, are as
follows:

|a) | During the three months ended April 30, 2011, the Company
      paid or accrued consulting fees of $3,594 (April 30, 2010 - $10,552) and
      recorded stock based compensation of $nil (April 30, 2010 - $22,173) to a
      former officer of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|b) | On September 1, 2009, with retroactive effect to August
      1, 2009, the Company entered into a two year consulting agreement with its
      President and Frontera Geological Services Ltd., (Frontera) a company
      wholly-owned by its President whereby the Company agreed to pay a
      consulting fee for services ordinarily provided by a Chief Executive
      Officer of approximately $12,500 (CDN$12,500) per month plus a sales tax
      and granted a three year option to purchase 100,000 shares of common stock
      at $0.675 per share. Under the terms of the agreement, certain bonuses
      were payable, pending the achievement of certain equity targets to be
      reached prior to August 1, 2010. Certain equity targets were reached
      subsequent to August 1, 2010 and on February 10, 2011, pursuant to Board
      approval, the Company paid Frontera a discretionary cash bonus of
      approximately $224,000 inclusive of goods and services tax related to the
      prior year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the three month period ended April 30, 2011 the
      Company paid or accrued consulting fees of $40,692, (April 30, 2010 -
      $39,124) and recorded stock based compensation of $1,560 (April 30, 2010 -
      $7,913) relating to this consulting agreement and a predecessor
      agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | At April 30, 2011, the Company was indebted to a director
      and officer of this Company in the amount of $48,023 (January 31, 2011 -
      $230,723).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-12

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 7 - RELATED PARTY TRANSACTIONS, continued

|c) | On January 7, 2011 the Company entered into a consulting
      agreement with a company controlled by the Companys new Treasurer and
      Chief Financial Officer whereby it agreed to pay a consulting fee for
      services ordinarily provided by a Chief Financial Officer of approximately
      $12,500 (CDN$12,500) per month plus a sales tax. During the three month
      period ended April 30, 2011, the Company paid consulting fees of $40,902
      (April 30, 2010 - $nil) and recorded stock based compensation of $16,472
      (April 30, 2010 - $nil) related to this consulting agreement. At April 30,
      2011 and January 31, 2011, the Company was indebted to an officer of this
      Company in the respective amounts of $2,027 and $12,672.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|d) | On March 11, 2011, the Company entered into a consulting
      agreement with a company controlled by the Companyss new Executive Vice
      President of Corporate Development whereby it agreed to pay a monthly
      consulting fee for services ordinarily provided by an Executive Vice
      President of Corporate Development of approximately $12,500 ($CDN 12,500)
      plus sales tax. In addition, on March 11, 2011 the Company granted stock
      options pursuant to its 2007 Stock Option Plan to the Companys Executive
      Vice President of Corporate Development to purchase an aggregate of
      150,000 shares of the Companys common stock at an exercise price of $1.04
      per share, for a three (3) year term expiring March 11, 2014. The options
      are to vest in four installments over 12 months on June 1, 2011, September
      1, 2011, December 1, 2011 and March 1, 2012. During the three month period
      ended April 30, 2011, the Company paid consulting fees of $20,649 (April
      30, 2010 - $nil) and recorded stock based compensation of $14,489 (April
      30, 2010 - $nil) related to this consulting agreement. At April 30, 2011
      and January 31, 2011, the Company was indebted to an officer of this
      Company in the respective amounts of $14,523 and $nil.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|e) | During the three months ended April 30, 2011, the Company
      paid aggregate director fees of $26,205 (April 30, 2010 - $nil) to five
      directors and recorded stock based compensation of $74,977 (April 30, 2010
      - $44,345) related to stock options granted to one director (April 30,
      2010 - two other directors).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

During the three months ended April 30, 2011, the Companys
directors exercised a total of 580,000 (April 30, 2010 - 40,000) stock options
for $302,200 (April 30, 2010 - $10,000) and exercised nil (April 30, 2010 -
450,000) warrants for proceeds of $nil (April 30, 2010 - $67,500).

Additional related party transactions are disclosed in note 8
to these financial statements.

NOTE 8  CAPITAL STOCK

Stock Transactions

Between February 1 and February 7, 2011, the Company issued
380,000 shares of its common stock at $0.49 per share to two directors for
proceeds of $186,200 on the exercise of 380,000 stock options. (note 7)

On February 7, 2011, the Company issued 200,000 shares of its
common stock at $0.58 per share to a director for proceeds of $116,000 on the
exercise of 200,000 stock options. (note 7)

Between February 1 and April 29, 2011, the Company issued an
aggregate of 703,607 shares of its common stock at approximately $0.95
(CDN$0.90) per share for proceeds of $649,627 on the exercise of 703,607
warrants.

F-13

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 8  CAPITAL STOCK, continued

Between March 3 and April 21, 2011, the Company issued an
aggregate of 933,334 shares of its common stock at $0.45 per share for proceeds
of $420,000 on the exercise of 933,334 warrants.

On April 19, 2011, the Company issued 500,000 shares of its
common stock at $0.15 per share for proceeds of $75,000 on the exercise of
500,000 warrants.

Share purchase warrants

Share purchase warrant transactions are summarized as follows:

| |                                 |  |            |   |   | Weighted | 
| | ------------------------------- |  | ---------- | - | - | -------- | 
| |                                 |  |            |   |   | Average  | 
| |                                 |  | Number of  |   |   | Exercise | 
| |                                 |  | Warrants   |   |   | Price    | 
| |                                 |  |            |   |   |          | 
| | Balance at January 31, 2010     |  | 9,458,443  |   | $ | 0.61     | 
| | Issued                          |  | 10,804,706 |   |   | 1.14     | 
| | Exercised                       |  | (1,403,128 | ) |   | 0.36     | 
| | Expired                         |  | (99,520    | ) |   | 0.72     | 
| | Balance at January 31, 2011     |  | 18,760,501 |   |   | 0.94     | 
| | Exercised                       |  | (2,136,941 | ) |   | 0.54     | 
| | Expired                         |  | (225,000   | ) |   | 0.45     | 
| | Balance at April
      30, 2011 |  | 16,398,560 |   | $ | 1.05     | 

At April 30, 2011, the following share purchase warrants were
outstanding and exercisable:

Number of
      
      Exercisewarrants
      
      Price
      Expiry Date434,782
      
      $ 0.45
      May 22, 2011 *500,000
      
      $ 0.15
      May 28, 2011 *255,000
      
      $ 0.65
      June 18, 2011727,272
      
      $ 0.65
      July 13, 2011500,000
      
      $ 0.15
      November 12, 20112,276,800
      
      $ 0.90 (CDN$0.90)
      November 27, 2011900,000
      
      $ 1.25
      April 11, 201210,804,706
      
      $ 1.14
        (CDN$1.14)
      October 26, 201516,398,560


* Warrants were exercised by the expiry dates (Note 10).

F-14

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 8  CAPITAL STOCK, continued

Stock Options

On March 11, 2011, the Company granted 150,000 stock options to
an officer of the Company. These stock options are exercisable at $1.04, expire
in three years on March 11, 2014 and vest in accordance with the Companys stock
option plan at 37,500 stock options on each of June 1, 2011, September 1, 2011,
December 1, 2011 and March 1, 2012. These stock options were valued, using the
Black Scholes valuation model, at $95,049 which is being recorded in consulting
fees in accordance with the Companys stock option plan. The assumptions used in
the Black Scholes model were: risk free interest rate  2.19%; expected life of
the options  3 years; annualized volatility  96%; and dividend rate  0%.
(Note 7)

Stock option transactions are summarized as follows:

| |                             |  |            |   |   | Weighted | 
| | --------------------------- |  | ---------- | - | - | -------- | 
| |                             |  |            |   |   | Average  | 
| |                             |  | Number of  |   |   | Exercise | 
| |                             |  | Options    |   |   | Price    | 
| |                             |  |            |   |   |          | 
| | Balance at January 31, 2010 |  | 4,393,334  |   | $ | 0.56     | 
| | Granted                     |  | 550,000    |   |   | 0.67     | 
| | Exercised                   |  | (458,334   | ) |   | 0.36     | 
| | Expired                     |  | (1,015,000 | ) |   | 0.60     | 
| | Balance at January 31, 2011 |  | 3,470,000  |   |   | 0.59     | 
| | Granted                     |  | 150,000    |   |   | 1.04     | 
| | Exercised                   |  | (580,000   | ) |   | 0.52     | 
| | Expired                     |  | (150,000   | ) |   | 0.86     | 
| | Balance at April 30, 2011   |  | 2,890,000  |   | $ | 0.62     | 

The weighted average fair value per stock option granted during
the three months ended April 30, 2011 was $0.63.

At April 30, 2011, the following stock options were
outstanding:

| | Number of           | Exercise |                     
| | ------------------- | -------- | --------------------
| | Stock
      Options | Price    | Expiry Date         
| |                     |          |                     
| | 150,000             | $ 1.35   | May 11, 2011 *      
| | 100,000             | $ 0.675  | September 1, 2012   
| | 100,000             | $ 1.13   | November 13, 2012   
| | 60,000              | $ 0.25   | March 26, 2013      
| | 150,000             | $ 0.35   | October 28, 2013    
| | 1,230,000           | $ 0.37   | February 10, 2014   
| | 400,000             | $0.855   | January 19, 2015    
| | 400,000             | $0.64    | May 10, 2015        
| | 150,000             | $0.80    | January 7, 2014     
| | 150,000             | $1.04    | March
      11, 2014
| | 2,890,000           |          |                     

* Expired unexercised (Note 10).

F-15

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 8  CAPITAL STOCK, continued

Stock Options(Continued)

The fair value of stock options granted during the three months
ended April 30, 2011 was $95,049 (April 30, 2010 - $nil) which is being
recognized over the options vesting periods. At April 30, 2011, 2,427,500
(January 31, 2011  2,995,000) stock options were exercisable.

Total stock-based compensation recognized during the three
month period ended April 30, 2011 was $107,498 (April 30, 2010 - $174,432).
Stock-based compensation has been recorded in the consolidated statements of
operations as follows, with corresponding additional paid-in capital recorded in
stockholders' equity:

| |                 |   | Three    |  |   | Three    | 
| | --------------- | - | -------- |  | - | -------- | 
| |                 |   | Months   |  |   | Months   | 
| |                 |   | Ended    |  |   | Ended    | 
| |                 |   | April    |  |   | April    | 
| |                 |   | 30, 2011 |  |   | 30, 2010 | 
| |                 |   |          |  |   |          | 
| | Consulting fees | $ | 107,498  |  | $ | 174,432  | 

The following range of weighted average assumptions were used
for the Black-Scholes valuations of stock options granted during the three
months ended April 30, 2011 and April 30, 2010:

| |                          |  | Three     |  |  | Three      | 
| | ------------------------ |  | --------- |  |  | ---------- | 
| |                          |  | Months    |  |  | Months     | 
| |                          |  | Ended     |  |  | Ended      | 
| |                          |  | April 30, |  |  | April 30,  | 
| |                          |  | 2011      |  |  | 2010       | 
| | Risk-free interest rate  |  | 2.19%     |  |  | 1.23%      | 
| | Expected life of options |  | 3 years   |  |  | 4.28 years | 
| | Annualized volatility    |  | 96%       |  |  | 93%        | 
| | Dividend rate            |  | 0%        |  |  | 0%         | 

As at April 30, 2011, the aggregate intrinsic values of all
outstanding, vested stock options and exercised stock options were $1,871,525
and $331,800, respectively.

NOTE 9 - SEGMENTED INFORMATION

At April 30, 2011 and January 31, 2011, the Company operated in
two reportable segments. Identifiable assets, revenues and net loss in each
geographic area are as follows:

| |                     |   | April 30, |  |   | January 31, | 
| | ------------------- | - | --------- |  | - | ----------- | 
| |                     |   | 2011      |  |   | 2011        | 
| |                     |   |           |  |   |             | 
| | Identifiable assets |   |           |  |   |             | 
| | Canada              | $ | 5,242,039 |  | $ | 6,035,574   | 
| | Argentina           |   | 919,168   |  |   | 927,594     | 
| |                     | $ | 6,161,207 |  | $ | 6,963,168   | 

F-16

---

ARGENTEX MINING CORPORATION(An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAPRIL 30, 2011(Stated in U.S. Dollars)(Unaudited)

NOTE 9 - SEGMENTED INFORMATION, continued

| |                     |   | Three     |  |   | Three     | 
| | ------------------- | - | --------- |  | - | --------- | 
| |                     |   | Months    |  |   | Months    | 
| |                     |   | Ended     |  |   | Ended     | 
| |                     |   | April 30, |  |   | April 30, | 
| |                     |   | 2011      |  |   | 2010      | 
| |                     |   |           |  |   |           | 
| | Loss for the period |   |           |  |   |           | 
| | Canada              | $ | 398,352   |  | $ | 869,845   | 
| | Argentina           |   | 3,007,194 |  |   | 474,363   | 
| |                     | $ | 3,405,546 |  | $ | 1,344,208 | 

NOTE 10  SUBSEQUENT EVENTS

| | a) | Proposed Financing                                                                                                                                                                                                                                                                                    
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                       
| |    | On May 26, 2011, the Company announced that it had signed
      an engagement agreement pursuant to which hopes to raise up to CDN$20
      million.                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                       
| | b) | Exercise Warrants                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                       
| |    | Between May 5, 2011 and May 27, 2011, the Company issued
      1,644,782 shares of its common stock on the exercise of 1,644,782 warrants
      for proceeds of $539,527 at exercise prices of $0.15 per share, $0.45 per
      share, and ranging from $0.92-$0.93 per share ($CDN 0.90 per
  share).
| |    |                                                                                                                                                                                                                                                                                                       
| | c) | Expiration of Options                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                       
| |    | On May 11, 2011, 150,000 stock options exercisable at
      $1.35 per stock option expired unexercised.                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                       
| | d) | Authorized Capital                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                       
| |    | On June 8, 2011, the Company's authorized preferred stock and common shares was increased to unlimited.                                                                                                                                                                                               

F-17

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2

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

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, expect, plan, anticipate,
believe, estimate, predict, potential or continue or the negative of
these terms or other comparable terminology. Examples of forward-looking
statements made in this quarterly report on Form 10-Q 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,
- Our ability to obtain additional financing,
- 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, and
- The risks in the section of this quarterly report entitled Risk Factors,

any of which may cause our companys 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 and Canada, 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 report and our audited
consolidated financial statements and related notes included in our annual
report on Form 10-K for our fiscal year ended January 31, 2011.

---

3

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

All references to currency in this quarterly report are in
United States dollars unless otherwise stated and all financial statements are
prepared in accordance with United States generally accepted accounting
principles. Unless otherwise stated, conversion of Canadian dollars to United
States dollars has been calculated at an exchange rate of CDN$1 equals US$1.

Our Business

We are a junior exploration stage company that has not yet
generated or realized any revenues from business operations. We currently hold
interests in mineral properties located in the Rio Negro and Santa Cruz
provinces of Argentina and in the Province of British Columbia, Canada. All of
the surface rights and the mineral exploration licenses with respect to the
Argentine claims are registered in the name of our subsidiary, SCRN Properties
Ltd., while all of the mineral tenures with respect to our British Columbia
claims are registered in the name of our company. One of the properties located
in the Santa Cruz province of Argentina consists of surface rights and a group
of claims that we refer to as the Pinguino property and we have concentrated the
majority of our exploration efforts on this property. During the remainder of
the year, we intend to continue to focus our efforts primarily on our Pinguino
property and two of our other properties that are also located in the Santa Cruz
province of Argentina  the Contreras property and the Condor property.

We have completed approximately 19,000 meters of drilling
to-date in our 2011 exploration program at Pinguino with a total of 203 holes.
We initially intended to drill approximately 17,000 meters of drilling at
Pinguino, but positive results to date coupled with the receipt of additional
funds from the exercise of approximately $1.7 million worth of share purchase
warrants since January, 2011 encouraged us to expand this drill program. On May
25, 2011, we announced that we were expanding this drill program to include up
to an additional 2,500 meters of drilling.

The focus of our current drilling campaign was to test 2010
reconnaissance discoveries and expand these zones along strike and at depth with
the overall goal of improving our understanding of the near surface silver
resource at Pinguino. On March 28, 2011 we announced the first drilling results
from our 2011 exploration program at Pinguino, which were focused on Marta
Noroeste. On April 12, 2011 we announced drilling results from the second
targets tested, namely Marta Este and Marta Sur. On May 5, 2011 we announced
drilling results from Marta Centro and Marta Norte. On May 25, 2011, we
announced drilling results from Marta Este, Marta Sir and Marta Centro. On June
2, 2011, we announced drilling results from Marta Este and Tranquilo. The first
drilling results returned the highest silver grades ever returned on Marta
Noroeste with an intersection of 4 meters of 965 g/t Ag and 3.23 g/t Au. The
second set of drilling results included 12.0 Meters Grading 512.5 g/t Ag and
1.12 g/t Au at Marta Este. The third set of drilling results included 8.0 meters
grading 470.0 g/t Ag and 1.64 g/t Au within Marta Centro. The fourth set of
drilling results included 5.76 Meters Grading 675.7 g/t Ag and 5.99 g/t Au and
61.79 Meters Grading 88.8 g/t Ag and 0.94 g/t Au at Marta Este. The fifth set of
drilling results included 13.0 Meters Grading 525.1 g/t Ag at Tranquilo.

We are continuing with targeted exploration in the form of
geophysics, soil geochemistry, trenching and drilling on the Pinguino property
in an effort to continue to test the limits of known mineralization and to
identify new drill targets.

Our British Columbia claims were acquired on June 7, 2010. They
consist of group of three contiguous mineral tenures known as the Clapperton
Property, covering an aggregate of approximately 825 hectares of land located in
south central British Columbia, Canada, approximately 25 kilometers northeast of
the town of Merritt, British Columbia. On May 25, 2011, we made a cash-in-lieu payment of
approximately $3,632 ($CDN 3,632) which advances the expiry date of our three
mineral tenures to June 7, 2012.

---

4

We have not determined whether any of 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/about/forms/industryguides.pdf) as that part of a mineral
deposit which could be economically and legally extracted or produced at the
time of the reserve determination. There is no assurance that a commercially
viable mineral deposit exists on any of our properties. Further exploration is
required before we can evaluate whether any exist and, if so, whether it would
be economically and legally feasible to develop or exploit those resources. Even
if we are successful in identifying a mineral deposit, we would be required to
spend substantial funds on further drilling and engineering studies before we
could know whether that mineral deposit would constitute a reserve. Please refer
to the section entitled Risk Factors for additional information about the
risks of mineral exploration.

We have not begun significant operations and are considered an
exploration stage company, as that term is defined in Industry Guide 7.

We have not generated any revenue from operations since our
inception. We incurred a net loss of $3,405,546 during the quarter ended April
30, 2011. From inception through April 30, 2011, we have incurred a net loss of
$25,648,674. 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. In their report on our financial statements for the year ended
January 31, 2011, our independent auditors included an explanatory paragraph
expressing concern about our ability to continue as a going concern.

Relocation of Corporate Jurisdiction

On April 29, 2011, our shareholders approved a proposed change
of corporate jurisdiction of our company from the State of Delaware to the
Province of British Columbia, Canada. We began filing the documents necessary to
effect this change on June 3, 2011. On June 3, 2011, our subsidiary SCRN
Properties was continued into the Province of British Columbia. On June
6, 2011, our company merged into its wholly-owned Nevada subsidiary
(which was incorporated in the State of Nevada for this sole purpose) and, on
June 8, 2011, our company was continued from the State of Nevada and into
the Province of British Columbia, Canada.

Results of Operations

Our operating results for the three month periods ended April
30, 2011 and 2010 and the changes in our operating expenses and interest income
(expense) between the those periods are summarized below:

Increase(decrease)between theThree Months
    
    
    Three Months
    
    
    Three Monthsended April 30,
    
    
    **ended April 30,**
    
    
    ended April 30,2011
    
    
    2010
    
    
    2011 and 2010Mineral exploration activities
    $
    3,017,523
    
    $
    837,782
    
    $
    2,179,741Stock-based compensation
    
    107,498
    
    
    174,432
    
    
    (66,934
    )General and administrative
    
    647,728
    
    
    318,970
    
    
    327,758Foreign exchange
      (gain) loss
    
    (351,851
    )
    
    13,024
    
    
    (364,875
    )


---

5

Increase(decrease)between theThree Months
    
    
    Three Months
    
    
    Three Monthsended April 30,
    
    
    **ended April
    30,**
    
    
    ended April 30,2011
    
    
    2010
    
    
    2011 and 2010Expenses
    
    3,419,898
    
    
    1,344,208
    
    $
    2,075,690Interest income
    
    14,352
    
    
    -
    
    
    14,352Net
      loss
    $
    3,405,546
    
    $
    1,344,208
    
    $
    2,061,338


Revenue

We have earned only interest on our cash and cash equivalents.
We have not earned any revenue from operations since 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 assurance 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 increased by $2,179,741 or
260% from $837,782 during the three-month period ended April 30, 2010 to
$3,017,523 during the three-month period ended April 30, 2011. The increase in
our mineral exploration expenses during the three-month period ended April 30,
2011 was primarily due to our decision to ramp-up exploration activities at our
Pinguino property. We plan to increase our mineral exploration expenses for the
twelve-month period ending May 31, 2012 to approximately $15 million, subject to
our ability to raise additional capital.

General and Administrative

Our general and administrative expenses increased by $327,758
or 103% from $318,970 during the three-month period ended April 30, 2010 to
$646,728 during the three-month period ended April 30, 2011. This increase was
primarily the result of:

- an increase in investor relation expenses of $124,113 from $36,901 in the
  three-month period ended April 30, 2010 to $161,104 in the three-month period
  ended April 30, 2011. This increase is primarily due to our efforts to
  increase our market profile and the cost of our investor relations activities.
- an increase in travel expense of $35,302 from $29,466 in the three-month
  period ended April 30, 2010 to $64,768 in the three-month period ended April
  30, 2011. This increase was due primarily to support our enhanced investor
  relations activities; and
- an increase in office and sundry expenses of $46,396 from $41,948 in the
  three-month period ended April 30, 2010 to $88,344 in the three-month period
  ended April 30, 2011, due primarily to an increase in transaction costs in
  transferring funds to Argentina. The increase in transaction costs resulted
  from an increase in the amount of funds sent to Argentina to fund our
  operations there during the three-month period ended April 30, 2011.

Stock-Based Compensation

Our stock-based compensation expense decreased by $66,934 or
38% from $174,432 in the three-month period ended April 30, 2010 to $107,498 for
the three-month period ended April 30, 2011. Our stock-based compensation
expense is calculated using the Black-Scholes valuation model and is allocated
based on the service provided by the recipient of stock options to appropriate expense categories in
our statement of operations as disclosed in note 8 to our financial statements.
During the three-month period ended April 30, 2011 and 2010, our entire
stock-based compensation expense was allocated to consulting fees.

---

6

Foreign exchange gain (loss)

Our foreign exchange gain (loss) increased by $364,875 or
2,802% from ($13,024) in the three-month period ended April 30, 2010 to $351,851
for the three-month period ended April 30, 2011. The increase in our foreign
exchange gain was primarily due to our significant $CDN holdings in both cash
and short-term investments and the decrease in the value of the $US vs. the $CDN
as at April 30, 2011.

Liquidity and Capital Resources

Working Capital

Our working capital decreased by $1,957,109 from $5,316,067 at
January 31, 2011 to $3,358,958 at April 30, 2011.

The following table summarizes
  our sources and uses of cash during the three month periods ended April 30, 2011
  and 2010:

April 30, 2011
    
    
    April 30, 2010Cash flows used in operating
      activities
    $
    (2,172,737
    )
    $
    (1,195,819
    )Cash flows used in investing activities
    
    (3,116,905
    )
    
    -Cash flows provided by
      financing activities
    
    1,342,447
    
    
    124,000Effect of foreign currency exchange
    
    (87,270
    )
    
    149,706Net increase (decrease) in cash during period
    $
    (4,034,465
    )
    $
    (922,113
    )


Net cash used in operating activities

Net cash used in operating activities during the three-month
period ended April 30, 2011 was $2,172,737, compared to $1,195,819 during the
three-month period ended April 30, 2010. The increase was primarily due to the
cost of our drilling program during the three-month period.

Net cash used in investment activities

During the three-month period ended April 30, 2011, we
purchased a 1.35% twelve month redeemable term deposit at a cost of
approximately $4,109,097 (CDN$3,999,900), redeemed $1,000,138 ($CDN 968,000) of
the term deposit and spent $7,496 on the acquisition of equipment. We did not
use any cash for investment activities during the three-month period ended April
30, 2010.

Net cash provided by financing activities

During the three-month period ended April 30, 2011, we received
cash of $1,040,247 on the exercise of 2,136,941 warrants and $302,200 on the
exercise of 580,000 stock options.

During the three months ended April 30, 2010, we received cash
of $56,500 on the issuance of 115,000 shares of common stock on the exercise of
115,000 options and $67,500 on the issuance of 450,000 shares of common stock on
the exercise of 450,000 warrants.

Product Research and Development

We do not anticipate spending any significant sums on product
research and development over the twelve month period ending May 31, 2012.

---

7

Purchase of Significant Equipment

We intend to purchase approximately $500,000 in equipment over
the twelve month period ending May 31, 2012.

Cash Requirements

We anticipate that we will incur the following expenses during
the 12 month period ending May 31, 2012:

Estimated
      Funding Required During the Next 12 Months


Expense
    
    AmountMineral exploration expenses and holding
      costs
    $
    14,800,000General and administrative expenses
    
    2,300,000Purchase of equipment
    
    500,000Accrued accounts payable
    
    1,000,000Total
    $
    18,600,000Cash and cash equivalents and short-term
    $
    3,600,000investments on hand, May 31, 2011,Estimated excess of cash requirements
      overcash resources
    $
    15,000,000


Our cash on hand as at the date of this Form 10-Q is not
sufficient to fund our budgeted operating requirements for the next 12 months as
shown above and we anticipate that we will need an additional $15 million to
fund our plan of operations during this period. In addition, our budget could
increase or decrease during this period as a result of matters that we cannot
anticipate at this time. Regardless of whether our budget remains the same or
increases during the year, we do not currently have enough money to fund our
planned activities during the next 12 months and we will have to raise
additional funds or scale back on our planned mineral exploration. We have
historically raised capital to fund our activities through the sale of equity
and debt securities and we plan to raise any money that we need to fund our plan
of operations through sales of our equity securities. However, except as
discussed below, we do not currently have any arrangements in place for any
financing and there can be no assurance that we will be able to sell any of our
equity securities in order to fund our operating requirements.

Subsequent to April 30, 2011, we received approximately
$539,527 from the exercise of warrants. At the date of this Form 10-Q, there are
 3,049,072 warrants exercisable at prices below our current market
price. If all of these warrants were exercised, we would receive proceeds of
approximately $2.5 million. There can be no assurance that any of these warrants
will be exercised.

On May 26, 2011, we announced that we had signed an engagement
agreement pursuant to which we hope to raise up to CDN$20 million. We have not
yet entered in to any formal agreements with any investors and there can be no
assurance that we will raise any money.

Going Concern

These unaudited interim 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 that our
company will continue to realize its assets and discharge its liabilities in the
normal course of business. We have not generated any revenues from mineral sales
since inception, have never paid any dividends and we are unlikely to pay
dividends or generate significant earnings in the immediate or foreseeable
future. The continuation of our company as a going concern is dependent upon the
continued financial support of our shareholders, our ability to obtain financing
and the attainment of profitable operations, or the sale, option or joint
venture of one or more of our resource properties. Our ability to achieve and
maintain profitability and positive cash flows depends on our ability to locate
profitable mineral properties, generate revenues from mineral production and
control production costs. Based upon our current plans, we expect to incur
operating losses in future periods. We plan to obtain sufficient working capital
through additional equity or debt financing, though there can be no
assurance that we will be able to do so. At April 30, 2011, we had accumulated
losses of $25,648,674 since inception (December 21, 2001).

---

8

These factors raise substantial doubt regarding our ability to
continue as a going concern. There is no assurance that we 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 our 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.

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 May 31, 2011.

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

Operating leases

On June 1, 2008, we entered into a three year lease agreement
payable at $2,350 per month until May 31, 2011.

On December 8, 2010, we entered into a five year lease
agreement, commencing January 1, 2011 at approximately US$6,954 (CDN$6,954) per
month for the first three years of the lease, and approximately US$7,289
(CDN$7,289) per month for the last two years of the term. The lease also
includes four months of free base rent.

Consulting contracts

On September 1, 2009, with retroactive effect to August 1,
2009, we entered into a consulting agreement with Frontera Geological Services
Ltd. and Kenneth Hicks, our President, Chief Executive Officer and a director of
our company, pursuant to which Frontera Geological Services Ltd. agreed to cause
Kenneth Hicks to provide, among other things, services to our company consistent
with those ordinarily provided by a Chief Executive Officer, including the
duties and responsibilities set out at schedule A to the consulting agreement
and we agreed, among other things, to (i) pay Frontera Geological Services Ltd.
a monthly cash fee of approximately $12,500 (CDN $12,500); (ii) grant Mr. Hicks
options to purchase 100,000 shares of our common stock at an exercise price
equal to the closing price, last sale of the day, on the OTC Bulletin Board on
the date the options were granted and with a term of three years from the 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. On September 2, 2009, we issued to Mr. Hicks
the 100,000 options we were required to grant pursuant to the terms of this
agreement.

On January 7, 2011, we entered into a consulting agreement with
JBD Consulting Ltd. and Jeff Finkelstein, our Treasurer and Chief Financial
Officer, pursuant to which JBD Consulting Ltd. agreed to cause Jeff Finkelstein
to provide, among other things, services to our company consistent with those
ordinarily provided by a Chief Financial Officer, including the duties and
responsibilities set out at schedule A to the consulting agreement and we
agreed, among other things, to (i) pay JBD Consulting Ltd. a monthly cash fee of
approximately $12,500 ($CDN 12,500); (ii) grant Mr. Finkelstein options to
purchase 150,000 shares of our common stock at an exercise price equal to the
closing price, last sale of the day, on the TSX Venture Exchange on the date the
options were granted and with a term of three years from the date of grant. On
January 7, 2011, we issued to Mr. Finkelstein the 150,000 options we were
required to grant pursuant to the terms of this agreement. These options vest in
four equal quarterly instalments (the first having vested on April 1, 2011),
have an exercise price of $0.80 per share and a term that will expire on January
7, 2014, if not exercised before then.

---

9

On March 11, 2011, we entered into a consulting agreement with
Peter A. Ball and Ariston Capital, a company owned and controlled by Mr. Ball,
whereby Mr. Ball and Ariston Capital have agreed to provide consulting services
as are consistent with those ordinarily provided by an Executive Vice President
of Corporate Development (including the forging of new relationships with
institutional investors, raising of capital to fund the continued development of
our exploration and development programs, an expanded marketing and public
relations program and assisting with corporate governance and regulatory
matters) to our company in consideration for, among other things: (i) a monthly
cash fee of approximately $12,500 ($CDN 12,500); due at the end of the month;
and (ii) the grant of stock options to purchase 150,000 shares of our common
stock at an exercise price equal to the closing price, last sale of the day, on
the TSX Venture Exchange on the date the options were granted and with a term of
three years from the date of grant. On March 11, 2011, we issued to Mr. Ball the
150,000 options we were required to grant pursuant to the terms of this
agreement. These options vest in four equal quarterly instalments (the first
having vested on June 1, 2011), have an exercise price of $1.04 and a term that
will expire on March 11, 2014, if not exercised before then.

Internal and External Sources of Liquidity

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

Critical Accounting Policies and Estimates

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

The preparation of financial statements and related disclosures
in conformity with U.S. generally accepted accounting principles (GAAP) and
the Companys discussion and analysis of its financial condition and operating
results require us to make judgments, assumptions, and estimates that affect the
amounts reported in our consolidated financial statements and accompanying
notes. Note 2, Summary of Significant Accounting Policies of this Form 10-Q
and in the Notes to Consolidated Financial Statements in the Companys 2010 Form
10-K describes the significant accounting policies and methods used in the
preparation of the Companys consolidated financial statements. Management bases
its estimates on historical experience and on various other assumptions it
believes to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities.
Actual results may differ from these estimates and such differences may be
material.

Management believes the Companys critical accounting policies
and estimates are those related to asset impairment, mineral claim payments and
exploration expenditures and income taxes. Management considers these policies
critical because they are both important to the portrayal of the Companys
financial condition and operating results, and they require management to make
judgments and estimates about inherently uncertain matters. The Companys senior
management has reviewed these critical accounting policies and related
disclosures with the Audit Committee of the Companys Board of Directors.

Asset Impairment

Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate the carrying amount of an asset may not be
recoverable. Circumstances which could trigger a review include, but are not
limited to: significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed significantly before the end of its estimated useful
life. Recoverability of these assets is measured by comparison of its carrying
amount to future undiscounted cash flows the assets are expected to generate. An
impairment loss is recognized when the carrying amount exceeds its estimated
recoverable value.

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Mineral Claim Payments and Exploration Expenditures

We are primarily engaged in the acquisition and exploration of
  mining properties. Mineral property acquisition costs and mineral exploration
  rights are initially capitalized when incurred. Mineral property exploration
  costs are expensed as incurred. The Company assesses the carrying costs for
  impairment when indicators of impairment exist. If proven and probable reserves
  are established for a property and it has been determined that a mineral
  property can be economically developed, costs will be amortized using the
  units-of-production method over the established life of the reserve.

Mineral property exploration and development costs are expensed
as incurred until the establishment of economically viable reserves.

As of the date of these financial statements, the Company has
yet to establish proven or probable reserves on any of its mineral properties.

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.

Income Taxes

We follow the liability method of accounting for income taxes.
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax balances and tax loss carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the year in which those differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the date of enactment.
A valuation allowance is applied when in managements view it is more likely
than not (50%) that such deferred tax will not be utilized.

In the unlikely event that an uncertain tax position exists in
which our company could incur income taxes, we would evaluate whether there is a
probability that the uncertain tax position taken would be sustained upon
examination by the taxing authorities. Reserves for uncertain tax position would
then be recorded if we determined it is probable that a position would not be
sustained upon examination or if a payment would have to be made to a taxing
authority and the amount is reasonably estimable. As of May 31, 2011, our
management does not believe it has any uncertain tax positions that would result
in our having a liability to the taxing authorities. However, as a result of our
change of corporate jurisdiction from the State of Delaware (Argentex Delaware)
to the Province of British Columbia, Canada (Argentex BC), our management
believes that we may encounter certain uncertain tax positions as follows:

United States Federal Income Tax Consequences

The change in our corporate jurisdiction from the State of
Delaware to the Province of British Columbia, Canada is, for United States
federal income tax purposes, treated as the transfer of the assets of Argentex
Delaware to Argentex BC. We must recognize a gain on the assets held by our
company at the time of the change in our corporate jurisdiction to the extent
that the fair market value of any of our assets exceeds our respective basis.
The calculation of any potential gain is made separately for each asset held by
us. No loss will be allowed for any asset that has a taxable basis in excess of
its fair market value.

Canadian Federal Income Tax Consequences

As a result of the merger, Argentex Delaware as the
non-surviving corporation will be considered to have disposed of its assets to
Argentex Nevada for proceeds equal to their fair market value. Argentex Delaware
will be subject to Canadian federal income tax liabilities with respect to any
gains realized as a result of the deemed disposition of all of its assets that
constitute taxable Canadian property for the purposes of the Canadian federal
income tax. As a result of the continuation, Argentex BC will be deemed to have
disposed of, and immediately thereafter reacquired, all of its assets at their
then fair market value. Gains arising on the deemed disposition of taxable
Canadian property of Argentex BC, if any, will be subject to tax in Canada.
However, if the adjusted cost base of the assets of Argentex BC is equal to the
fair market value of the assets, due to the assets having been acquired by
Argentex Nevada in the course of the merger shortly prior to the continuation in
a disposition deemed to have taken place at fair market value, then no gain
should be realized by Argentex BC.

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Item 3. Quantitative and Qualitative Disclosures
About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at April 30, 2011, 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.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting during the three months ended April 30, 2011 that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.

PART II - OTHER INFORMATION

Item1. Legal Proceedings.

We know of no material pending legal proceedings to which our
company or our subsidiary is a party or of which any of our properties, or the
properties of our subsidiary, is the subject. In addition, we do not know of any
such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder
is a party adverse to our company or our subsidiary or has a material interest
adverse to our company or our subsidiary.

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-K 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. You should invest in our
common stock only if you can afford to lose your entire investment.

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12

Risks Relating to our Proposed Merger and
Continuation

We may still be treated as a U.S. corporation and taxed
on our worldwide income after the merger and continuation.

The merger and continuation of our company from the State of
Delaware to the Province of British Columbia, Canada is considered a migration
of our company from the State of Delaware to the Province of British Columbia,
Canada. Certain transactions whereby a U.S. corporation migrates to a foreign
jurisdiction can be considered by the United States Congress to be an abuse of
the U.S. tax rules because thereafter the foreign entity is not subject to U.S.
tax on its worldwide income. Section 7874(b) of the Internal Revenue Code of
1986, as amended (the Code), was enacted in 2004 to address this potential
abuse. Section 7874(b) of the Code provides generally that certain corporations
that migrate from the United States will nonetheless remain subject to U.S. tax
on their worldwide income unless the migrating entity has substantial business
activities in the foreign country to which it is migrating when compared to its
total business activities.

If Section 7874(b) of the Code applies to the migration of our
company from the State of Delaware to the Province of British Columbia, Canada,
our company would continue to be subject to United States federal income
taxation on its worldwide income. Section 7874(b) of the Code could apply to our
migration unless we have substantial business activities in Canada when compared
to our total business activities.

We may be classified as a Passive Foreign Investment
Company as a result of the merger and continuation.

Sections 1291 to 1298 of the Code contain the Passive Foreign
Investment Company (PFIC) rules. These rules generally provide for punitive
treatment of U.S. holders of PFICs. A foreign corporation is classified as a
PFIC if more than 75% of its gross income is passive income or more than 50% of
its assets produce passive income or are held for the production of passive
income.

Because we expect that most of our assets after the merger and
continuation will be cash or cash equivalents and shares of our wholly-owned
subsidiary, SCRN Properties Ltd., we may in the future be classified as a PFIC.
If we are classified as a PFIC, then the holders of shares of our company who
are U.S. taxpayers may be subject to PFIC provisions which may impose U.S.
taxes, in addition to those normally applicable, on the sale of their shares of
our company or on distribution from our company.

Now that we have completed the merger and continuation,
we may no longer be required to file quarterly financial statements that have
been reviewed by our independent auditors, as required by the Securities
Exchange Act of 1934.

Although we have changed our corporate jurisdiction to the
Province of British Columbia, Canada, we still have to comply with reporting
requirements under United States securities laws. However, these requirements
could be reduced because we will no longer be incorporated in a state of the
United States.

We currently prepare our financial statements in accordance
with United States generally accepted accounting principles (US GAAP). We file
our audited annual financial statements with the Securities and Exchange
Commission with our annual reports on Form 10-K and we file our unaudited
interim financial statements with the Securities and Exchange Commission with
our quarterly reports on Form 10-Q. Now that we have completed the merger and
continuation, we hope to eventually meet the definition of a foreign private
issuer under the Securities Exchange Act of 1934, as amended. As a foreign
private issuer, we anticipate that we would be eligible to file our annual
reports each year with the Securities and Exchange Commission on Form 20-F. As a
foreign private issuer filing annual reports on Form 20F, we would not be
required to file quarterly reports on Forms 10-Q. Instead, we would file with
the Securities and Exchange Commission on a quarterly basis interim financial
statements that have not been reviewed by our auditors, together with
managements discussion and analysis in the form required under Canadian securities legislation. We anticipate that we will
continue to prepare our financial statements in accordance with US GAAP despite
the change of our corporate jurisdiction.

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If we can eventually meet the definition of a foreign
private issuer under the Securities Exchange Act, as amended, insiders of our
company will no longer be required to file insider reports under Section 16(a)
of the Securities Exchange Act of 1934 and they will no longer be subject to the
short swing profit rule of Section 16(b) of the Securities Exchange Act of
1934.

Once we become a foreign private issuer(as defined
under the Securities Exchange Act, as amended)our directors, officers
and stockholders owning more than 10% of our outstanding common stock will be
subject to the insider filing requirements imposed by Canadian securities laws
but they will be exempt from the insider requirements imposed by Section 16 of
the Securities Exchange Act of 1934. The Canadian securities laws do not impose
on insiders any equivalent of the short swing profit rule imposed by Section
16 and, once we qualify as a foreign private issuer, our insiders will no longer
be subject to liability for profits realized from any short swing trading
transactions, or a purchase and sale, or a sale and purchase, of our equity
securities within less than six months. As a result, our stockholders may not
enjoy the same degree of protection against insider trading as they would under
Section 16 of the Securities Exchange Act of 1934.

Once we qualify as a foreign private issuer (as defined
under the Securities Exchange Act, as amended), our company will no longer be
required to comply with Regulation FD.

Regulation FD, which was promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934 to prevent certain
selective disclosure by reporting companies, does not apply to foreign private
issuers (as defined under the Securities Exchange Act, as amended) and
will not apply to us once we have qualified as a foreign private issuer. As a
result, our stockholders may not enjoy the same degree of protection against
selective disclosure as they would under Section 16 of the Securities Exchange
Act of 1934.

The rights of our stockholders will change as a result of
the merger and continuation.

Because of the differences between Delaware law and British
Columbia law, our stockholders rights have changed as a result of the
continuation. For a detailed discussion of these differences, see Material
Differences of the Rights of Our Stockholders After the Change of Our Corporate
Jurisdiction. section of our S-4/A filed on EDGAR on March 17, 2011.

The market for shares of our company as a British
Columbia corporation may differ from the market for shares of our company as a
Delaware corporation.

Although we anticipate that our common shares will continue to
be quoted or listed on both the Financial Industry Regulatory Authoritys OTC
Bulletin Board and the TSX Venture Exchange following the completion of the
merger and continuation, the market prices, trading volume and volatility of the
shares of our company as a British Columbia corporation could be different from
those of the shares of our company as a Delaware corporation. We cannot predict
what effect, if any, the continuation will have on the market price prevailing
from time to time or the liquidity of our common shares.

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 reserve on
any of our properties. Unless and until we can do so, we cannot earn any
revenues from operations and if we do not do so we may lose all of the funds
that we have spent on exploration. If we do not discover any mineral reserve,
our business may 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 may 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/about/forms/industryguides.pdf) 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
  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,
labor 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 an economically viable cost. 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 reserve on any
  of our properties, 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 reserve and our business could fail.

If we do discover a mineral reserve on any of our properties,
we will be required to expend substantial sums of money to establish the extent
of the reserve, develop processes to extract it and develop extraction and
processing facilities and infrastructure. Although we may derive substantial
benefits from the discovery of a reserve, there can be no assurance that any
reserve established 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 involve 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 these activities and, if we discover a mineral
reserve, our operations could be subject to all of the hazards and risks
inherent in the development and production of a mineral reserve, 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 may arise from any such occurrence
would likely have a material adverse impact on our company.

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15

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 properties or from the extraction and sale of precious and base
  metals such as gold, silver, copper, zinc and indium. The price of these
  commodities has fluctuated widely in recent years and is affected by numerous
  factors beyond our control, including international, economic and political
  trends, expectations of inflation, currency exchange fluctuations, interest
  rates, global or regional consumptive patterns, speculative activities and
  increased production due to new extraction developments and improved extraction
  and production methods. The effect of these factors is based on the price of
  precious metals and therefore the economic viability of any of our exploration
  properties 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 may compete with other exploration companies looking
for mineral resource properties. Some of these other companies possess 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. 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.

Risks Associated with Our Company

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 quarter ended April 30, 2011, we incurred a net loss
of $3,405,546. From inception through April 30, 2011, we have incurred an
aggregate loss of $25,648,674. We anticipate that we will continue to incur
operating expenses without revenues unless and until we are able to identify a
mineral resource in a commercially exploitable quantity on one or more of our
mineral properties and build and operate a mine or sell one or more of our
resource properties. On May 31, 2011, we had cash and cash equivalents and
short-term investments in the amount of approximately $3.6 million. We estimate
our average monthly operating expenses will be approximately $190,000, excluding
exploration but including general and administrative expenses, and we plan to
spend approximately $15 million on the exploration of our mineral properties
during this period. We believe that our cash on hand will not be sufficient to
fund our currently budgeted operating requirements for the 12 month period
ending May 31, 2012. In addition, our budget could increase during the balance
of the year in response to matters that cannot be currently anticipated and we
might find that we need to raise even more capital in order to properly address
these items. As we cannot assure a lender that we will be able to successfully
explore and develop our mineral properties, we will probably find it difficult
to raise debt financing from traditional lending sources. We have traditionally
raised our operating capital from sales of equity and debt securities, but there
can be no assurance that we will continue to be able to do so. The unpredictable
economy in the United States and the volatile public equity markets may make it
more difficult for us to raise capital as and when we need it, and it is
difficult for us to assess the impact this might have on our operations or
liquidity and to determine whether the prices we might receive on the sale of
minerals, if we discover any in commercially exploitable quantities, would
exceed the cost of mineral exploitation and development. If we cannot raise the
funds that we require 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.

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16

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 May 31, 2012, we expect to spend approximately $17.5 million on the
  exploration of our mineral properties and on general and administrative
  expenses. We therefore expect to continue to incur significant losses into the
  foreseeable future. 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.

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 them.

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.

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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Trends, Risks and Uncertainties

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

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18

Item 6. Exhibits

|Exhibit |                                                                                                                                                                                                                                             
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                             
|(3)     | Articles of Incorporation and Bylaws                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                             
|3.1*    | Notice of Articles                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                             
|3.2*    | Articles                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                             
|(4)     | Instruments Defining the Rights of Security Holders,
      including Indentures                                                                                                                                                             
|        |                                                                                                                                                                                                                                             
|4.1     | 2007 Stock Option Plan (incorporated by reference to an
    exhibit to our current report on Form 8-K filed on November 15, 2007)                                                                                                           
|        |                                                                                                                                                                                                                                             
|(10)    | Material Contracts                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                             
|10.1    | Mineral Property Option Agreement dated February 24, 2004
      with Chris Dyakowski (incorporated by reference to an exhibit to our
      current report on Form 8-K filed on March 4, 2004)                                               
|        |                                                                                                                                                                                                                                             
|10.2    | Mineral Property Acquisition Agreement dated February 24,
      2004 with San Telmo Energy Ltd. (incorporated by reference to an exhibit
      to our current report on Form 8-K filed on March 4, 2004)                                    
|        |                                                                                                                                                                                                                                             
|10.3    | Diamond Core Drilling (Surface) Agreement, dated as of
      January 18, 2005 with Connors Argentina S.A. (incorporated by reference to
      an exhibit to our current report on Form 8-K filed on January 24, 2005)                       
|        |                                                                                                                                                                                                                                             
|10.4    | Consulting Agreement dated April 12, 2007 with Frontera
      Geological Services Ltd. (incorporated by reference to an exhibit to our
      current report on Form 8-K filed on April 18, 2007)                                            
|        |                                                                                                                                                                                                                                             
|10.5    | Private Placement Subscription Agreement dated October
      14, 2008 (incorporated by reference to an exhibit to our current report on
      Form 8-K filed on October 20, 2008)                                                           
|        |                                                                                                                                                                                                                                             
|10.6    | Form of Subscription Agreement for Debentures
      (incorporated by reference to an exhibit to our current report on Form 8-K
      filed on January 14, 2009)                                                                             
|        |                                                                                                                                                                                                                                             
|10.7    | Form of Subscription Agreement for Units (incorporated by
      reference to an exhibit to our current report on Form 8-K filed on January
      15, 2009)                                                                                  
|        |                                                                                                                                                                                                                                             
|10.8    | Form of Subscription Agreement (incorporated by reference
      to an exhibit to our current report on Form 8-K filed on April 27, 2009)                                                                                                    
|        |                                                                                                                                                                                                                                             
|10.9    | Form of Subscription Agreement (incorporated by reference
    to an exhibit to our current report on Form 8-K filed on May 26, 2009)                                                                                                        
|        |                                                                                                                                                                                                                                             
|10.10   | Form of Subscription Agreement (incorporated by reference
      to an exhibit to our current report on Form 8-K filed on June 18, 2009)                                                                                                     
|        |                                                                                                                                                                                                                                             
|10.11   | Form of Subscription Agreement (incorporated by reference
      to an exhibit to our current report on Form 8-K filed on July 13, 2009)                                                                                                     
|        |                                                                                                                                                                                                                                             
|10.12   | Consulting Agreement dated July 14, 2009 with 0845557
      B.C. Ltd. and Mark Vanry (incorporated by reference to an exhibit to our
      current report on Form 8-K filed on July 15, 2009)                                               
|        |                                                                                                                                                                                                                                             
|10.13   | Agency Agreement dated November 27, 2009 with Wellington
      West Capital Markets Inc. and Canaccord Capital Corporation (incorporated
      by reference to an exhibit to our current report on Form 8-K filed on
      December 1, 2009)
|        |                                                                                                                                                                                                                                             
|10.14   | Form of Broker Warrant Certificate Issued to Wellington
      West Capital Markets Inc. and Canaccord Capital Corporation (incorporated
      by reference to an exhibit to our current report on Form 8-K filed on
      December 1, 2009) 

---

19

|10.15 | Form of Subscription
        Agreement with the Selling Stockholders (incorporated by reference to
        an exhibit to our current report on Form 8-K filed on December 1, 2009)                                                                                    
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                       
|10.16 | Form of Warrant
        Certificate Issued to the Selling Stockholders (incorporated by reference
        to an exhibit to our current report on Form 8-K filed on December 1, 2009)                                                                                  
|      |                                                                                                                                                                                                                                                                       
|10.17 | Consulting Agreement
        dated August 1, 2009 with Frontera Geological Services Ltd. and Kenneth
        Hicks filed (incorporated by reference to an exhibit to our current report
        on Form 10-Q filed on December 14, 2009)                              
|      |                                                                                                                                                                                                                                                                       
|10.18 | Equity and Warrant
        Subscription Agreement dated September 24, 2010 (incorporated by reference
        to an exhibit to our current report on Form 8-K filed on September 27,
        2010)                                                                    
|      |                                                                                                                                                                                                                                                                       
|10.19 | Lease Agreement
        dated December 2, 2010 with Sun Life Assurance Company of Canada and Concert
        Real Estate Corporation (incorporated by reference to an exhibit to our
        current report on Form 8-K filed on December 14, 2010)                   
|      |                                                                                                                                                                                                                                                                       
|10.20 | Agreement dated
        December 10, 2010 with Julián Michudis (incorporated by reference
        to an exhibit to our current report on Form 8-K filed on December 14,
        2010 and 8-K/A filed on January 4, 2011, February 23, 2011 and March 14,
        2011)
|      |                                                                                                                                                                                                                                                                       
|10.21 | English Translation
        of Agreement dated December 10, 2010 with Julián Michudis (incorporated
        by reference to Exhibit 10.3 to our current report on Form 8-K/A filed
        on March 14, 2011)                                                         
|      |                                                                                                                                                                                                                                                                       
|10.22 | Independent
        contractor agreement dated January 7, 2011 with Jeffrey Finkelstein and
        JBD Consulting Ltd (incorporated by reference to an exhibit to our current
        report on Form 8-K filed on January 11, 2011                                   
|      |                                                                                                                                                                                                                                                                       
|10.23 | Consulting agreement
        dated March 11, 2011 with Peter A. Ball and Ariston Capital (incorporated
        by reference to an exhibit to our current report on Form 8-K filed on
        March 14, 2011                                                           
|      |                                                                                                                                                                                                                                                                       
|(31)  | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                       
|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)  | Section 1350
        Certifications                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                       
|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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20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

ARGENTEX MINING CORPORATION

By: /s/ Kenneth HicksKenneth Hicks President and
Director (Principal Executive Officer) 
June 10, 2011

By: /s/ Jeff Finkelstein
  Jeff Finkelstein 
  Chief
Financial Officer 
(Principal Financial Officer and Principal Accounting
Officer) 
June 10, 2011

---