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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[(Mark One)

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

For the quarterly period ended October 31, 2010

or

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

For the transition period from ____________ to ____________

Commission file number 000-49995

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

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

Suite 835  1100 Melville Street, Vancouver, British
Columbia V6E 4A6(Address of principal executive offices)
(zip code)

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

1112 West Pender Street, Suite 602, Vancouver, British
  Columbia V6E 2S1
  (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]    No
[   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files).
Yes [   ]     No [   ]

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- 2 -

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

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

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [  
]     No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

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

56,052,922 common shares issued and outstanding as at
December 10, 2010.

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- 3 -

PART I

Item 1. Financial Statements.

It is the opinion of management that the interim consolidated
financial statements for the quarter ended October 31, 2010, include all
adjustments necessary in order to ensure that the interim consolidated financial
statements are not misleading.

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

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F-1



ARGENTEX MINING CORPORATION(An Exploration Stage
Company)



CONSOLIDATED FINANCIAL STATEMENTS



At October 31, 2010 and January 31, 2010and for
the Three and Nine Months Ended October 31, 2010 and 2009

(UNAUDITED)



(Stated in U.S. Dollars)

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F-2

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

|                                                                                                                                                                                                                          |   | October 31, |   |   | January 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                                                                                                                                                                          |   | 2010        |   |   | 2010        |  
|                                                                                                                                                                                                                          |   | (Unaudited) |   |   |             |  
|ASSETS                                                                                                                                                                                                                    |   |             |   |   |             |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|Current                                                                                                                                                                                                                   |   |             |   |   |             |  
|Cash and cash equivalents                                                                                                                                                                                                 | $ | 7,403,613   |   | $ | 3,209,786   |  
|Receivables                                                                                                                                                                                                               |   | -           |   |   | 497         |  
|Prepaid expenses and deposit                                                                                                                                                                                              |   | 24,718      |   |   | 109,359     |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|Total current assets                                                                                                                                                                                                      |   | 7,428,331   |   |   | 3,319,642   |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|Equipment (Note 4)                                                                                                                                                                                                        |   | 84,599      |   |   | 52,534      |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|Total assets                                                                                                                                                                                                              | $ | 7,512,930   |   | $ | 3,372,176   |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                      |   |             |   |   |             |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|Current liabilities                                                                                                                                                                                                       |   |             |   |   |             |  
|Accounts payable                                                                                                                                                                                                          | $ | 1,303       |   | $ | 57          |  
|Accrued liabilities                                                                                                                                                                                                       |   | 3,971       |   |   | 22,111      |  
|Accrued
      professional fees                                                                                                                                                                                           |   | 64,077      |   |   | 68,813      |  
|Accrued investor relations and
      communications                                                                                                                                                                       |   | 15,889      |   |   | 32,112      |  
|Accrued mineral
      property interests                                                                                                                                                                                  |   | 35,663      |   |   | 262,529     |  
|Accrued consulting                                                                                                                                                                                                        |   | 15,000      |   |   | 20,000      |  
|Due to related parties (Note 6)                                                                                                                                                                                           |   | 34,291      |   |   | 36,318      |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|Total current liabilities                                                                                                                                                                                                 |   | 170,194     |   |   | 441,940     |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|Commitments (Note 10)                                                                                                                                                                                                     |   |             |   |   |             |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|Stockholders' equity(Note 7)                                                                                                                                                                                              |   |             |   |   |             |  
|Preferred stock, $0.001
      par value, authorized
      100,000,000,         nil
      shares issued and outstanding at October 31, 2010 and January 31, 2010                                                           |   | -           |   |   | -           |  
|Preferred
      stock, Series A convertible, $0.001 par
      value,         authorized
      2,000, nil shares issued and outstanding
      at         October 31, 2010,
      and January 31, 2010                      |   | -           |   |   | -           |  
|Common stock, $0.001 par
      value, authorized
      100,000,000,        
      56,052,922 and 43,921,754 issued, outstanding and
      subscribed         at October
      31, 2010 and January 31, 2010, respectively |   | 55,783      |   |   | 43,922      |  
|Shares
      subscribed                                                                                                                                                                                                   |   | 141,500     |   |   | -           |  
|Additional paid-in capital                                                                                                                                                                                                |   | 27,950,386  |   |   | 19,995,457  |  
|Deficit
      accumulated during the exploration stage                                                                                                                                                                    |   | (20,804,933 | ) |   | (17,078,930 | )
|Accumulated other comprehensive (loss)                                                                                                                                                                                    |   | -           |   |   | (30,213     | )
|Total stockholders' equity                                                                                                                                                                                                |   | 7,342,736   |   |   | 2,930,236   |  
|                                                                                                                                                                                                                          |   |             |   |   |             |  
|Total liabilities and stockholders' equity                                                                                                                                                                                | $ | 7,512,930   |   | $ | 3,372,176   |  

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

---

F-3

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

|                                                                             |   |                      |   |   |                           |   |   |             |   |   |            |   |   | From         |  
|---------------------------------------------------------------------------- | - | -------------------- | - | - | ------------------------- | - | - | ----------- | - | - | ---------- | - | - | ------------ | -
|                                                                             |   |                      |   |   |                           |   |   |             |   |   |            |   |   | December 21, |  
|                                                                             |   | For the Three Months |   |   |                           |   |   |             |   |   | 2001       |  
|                                                                             |   | Ended                |   |   | For the Nine Months Ended |   |   | (Inception) |  
|                                                                             |   | October 31,          |   |   | October 31,               |   |   | to October  |  
|                                                                             |   | 2010                 |   |   | 2009                      |   |   | 2010        |   |   | 2009       |   |   | 31, 2010     |  
|                                                                             |   |                      |   |   |                           |   |   |             |   |   |            |   |   |              |  
|Expenses                                                                     |   |                      |   |   |                           |   |   |             |   |   |            |   |   |              |  
|                                                                             |   |                      |   |   |                           |   |   |             |   |   |            |   |   |              |  
|Consulting fees                                                              | $ | 187,826              |   | $ | 259,576                   |   | $ | 763,922     |   | $ | 536,537    |   | $ | 4,585,455    |  
|Depreciation                                                                 |   | 4,948                |   |   | 2,159                     |   |   | 10,580      |   |   | 6,287      |   |   | 32,106       |  
|Foreign exchange (gain)/loss                                                 |   | (190,691             | ) |   | 6,058                     |   |   | (101,848    | ) |   | 21,033     |   |   | 209,219      |  
|Investor relations and communication                                         |   | 61,512               |   |   | 62,404                    |   |   | 123,312     |   |   | 150,972    |   |   | 1,966,551    |  
|Mineral property interests (Note
      5)                                    |   | 266,340              |   |   | 103,820                   |   |   | 2,298,760   |   |   | 387,433    |   |   | 9,803,663    |  
|Office and sundry                                                            |   | 32,910               |   |   | 29,383                    |   |   | 122,563     |   |   | 64,253     |   |   | 638,684      |  
|Professional fees                                                            |   | 119,600              |   |   | 60,602                    |   |   | 323,112     |   |   | 188,500    |   |   | 1,799,846    |  
|Rent                                                                         |   | 8,081                |   |   | 7,619                     |   |   | 22,930      |   |   | 20,010     |   |   | 136,561      |  
|Transfer agent fees                                                          |   | 57,172               |   |   | 19,662                    |   |   | 75,132      |   |   | 45,169     |   |   | 285,667      |  
|Travel                                                                       |   | 28,608               |   |   | 23,294                    |   |   | 88,990      |   |   | 44,835     |   |   | 403,633      |  
|Write-down of mineral claims                                                 |   | -                    |   |   | -                         |   |   | -           |   |   | -          |   |   | 408,496      |  
|                                                                             |   |                      |   |   |                           |   |   |             |   |   |            |   |   |              |  
|Net operating loss                                                           |   | (576,306             | ) |   | (574,577                  | ) |   | (3,727,453  | ) |   | (1,465,029 | ) |   | (20,269,881  | )
|                                                                             |   |                      |   |   |                           |   |   |             |   |   |            |   |   |              |  
|Interest income (expense)                                                    |   | 813                  |   |   | (4,431                    | ) |   | 1,450       |   |   | (13,325    | ) |   | (535,052     | )
|                                                                             |   |                      |   |   |                           |   |   |             |   |   |            |   |   |              |  
|Net loss                                                                     | $ | (575,493             | ) | $ | (579,008                  | ) | $ | (3,726,003  | ) | $ | (1,478,354 | ) | $ | (20,804,933  | )
|                                                                             |   |                      |   |   |                           |   |   |             |   |   |            |   |   |              |  
|Net loss per share - basic and diluted                                       | $ | (0.01                | ) | $ | (0.02                     | ) | $ | (0.08       | ) | $ | (0.04      | ) |   |              |  
|                                                                             |   |                      |   |   |                           |   |   |             |   |   |            |   |   |              |  
|Weighted average number of shares      outstanding
      - basic and diluted |   | 45,381,940           |   |   | 36,719,365                |   |   | 44,737,226  |   |   | 35,014,648 |   |   |              |  

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

---

F-4

ARGENTEXMININGCORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERS'EQUITY(DEFICIT)ANDCOMPREHENSIVEINCOME(LOSS)FOR THEPERIODFROMJANUARY31, 2009 TOOCTOBER31, 2010(Statedin U.S.Dollars)(UNAUDITED)

|                                                                    |  | Common Stock |  |   |           |  |   |            |   |   | Accumulated |  |   | Total       |  
|------------------------------------------------------------------- |  | ------------ |  | - | --------- |  | - | ---------- | - | - | ----------- |  | - | ----------- | -
|                                                                    |  |              |  |   |           |  |   | Additional |   |   |             |  |   |             |  
|                                                                    |  | Number of    |  |   |           |  |   | Paid-in    |   |   | Shares      |  |   | Accumulated |  
|                                                                    |  | Shares       |  |   | Par Value |  |   | Capital    |   |   | Subscribed  |  |   | Deficit     |  
|                                                                    |  |              |  |   |           |  |   |            |   |   |             |  |   |             |  
|Balance at January 31, 2009                                         |  | 32,590,553   |  | $ | 32,591    |  | $ | 14,186,804 |   | $ | -           |  | $ | (14,420,634 | )
|Conversion of convertible          
      debenture                 |  | 1,500,000    |  |   | 1,500     |  |   | 148,500    |   |   | -           |  |   | -           |  
|Equity component of convertible
                debenture converted |  | -            |  |   | -         |  |   | (44,102    | ) |   | -           |  |   | -           |  
|Common stock issued for cash                                        |  | 9,056,201    |  |   | 9,056     |  |   | 5,180,691  |   |   | -           |  |   | -           |  
|Cost of issuing stock                                               |  | -            |  |   | -         |  |   | (240,584   | ) |   | -           |  |   | -           |  
|Exercise of warrants                                                |  | 500,000      |  |   | 500       |  |   | 119,500    |   |   | -           |  |   | -           |  
|Exercise of stock options                                           |  | 275,000      |  |   | 275       |  |   | 77,725     |   |   | -           |  |   | -           |  
|Stock-based compensation                                            |  | -            |  |   | -         |  |   | 566,923    |   |   | -           |  |   | -           |  
|                                                                    |  |              |  |   |           |  |   |            |   |   |             |  |   |             |  
|Net loss for the year                                               |  | -            |  |   | -         |  |   | -          |   |   | -           |  |   | (2,658,296  | )
|Unrealized foreign
      currency           exchange
      loss     |  | -            |  |   | -         |  |   | -          |   |   | -           |  |   | -           |  
|                                                                    |  |              |  |   |           |  |   |            |   |   |             |  |   |             |  
|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                                           |  | 298,334      |  |   | 298       |  |   | 102,036    |   |   | -           |  |   | -           |  
|Exercise of warrants                                                |  | 758,128      |  |   | 758       |  |   | 254,932    |   |   | -           |  |   | -           |  
|Shares subscribed                                                   |  | -            |  |   | -         |  |   | -          |   |   | 141,500     |  |   | -           |  
|Stock-based compensation                                            |  | -            |  |   | -         |  |   | 488,697    |   |   | -           |  |   | -           |  
|                                                                    |  |              |  |   |           |  |   |            |   |   |             |  |   |             |  
|Net loss for the period                                             |  | -            |  |   | -         |  |   | -          |   |   | -           |  |   | (3,726,003  | )
|Unrealized foreign
      currency            exchange
      gain    |  | -            |  |   | -         |  |   | -          |   |   | -           |  |   | -           |  
|                                                                    |  |              |  |   |           |  |   |            |   |   |             |  |   |             |  
|                                                                    |  |              |  |   |           |  |   |            |   |   |             |  |   |             |  
|Balance at October 31, 2010                                         |  | 55,782,922   |  | $ | 55,783    |  | $ | 27,950,386 |   | $ | 141,500     |  | $ | (20,804,933 | )

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

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- F-5 -

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

|                                                                                      |   | For the Nine Months Ended |   |   | From
      December 21, |  
|------------------------------------------------------------------------------------- | - | ------------------------- | - | - | ----------------------- | -
|                                                                                      |   | October 31,               |   |   | 2001(Inception) to      |  
|                                                                                      |   | 2010                      |   |   | 2009                    |  
|                                                                                      |   |                           |   |   |                         |  
|Cash flows from operating activities                                                  |   |                           |   |   |                         |  
|Net loss for the period                                                               | $ | (3,726,003                | ) | $ | (1,478,354              | )
|Adjustments to reconcile net loss to
      net cash used in     operating activities: |   |                           |   |   |                         |  
|Depreciation                                                                          |   | 10,580                    |   |   | 6,287                   |  
|Stock-based compensation                                                              |   | 488,697                   |   |   | 353,998                 |  
|Debt discount                                                                         |   | -                         |   |   | 5,040                   |  
|Shares issued to acquire
      mineral properties                                     |   | -                         |   |   | -                       |  
|Shares issued in payment of bonus                                                     |   | -                         |   |   | -                       |  
|Non-cash interest                                                                     |   | -                         |   |   | -                       |  
|Write-down of mineral claims                                                          |   | -                         |   |   | -                       |  
|Changes in operating assets and liabilities                                           |   |                           |   |   |                         |  
|Receivables                                                                           |   | 497                       |   |   | 50                      |  
|Prepaid expenses and deposit                                                          |   | 84,641                    |   |   | (5,583                  | )
|Accounts payable                                                                      |   | 1,246                     |   |   | (28,995                 | )
|Accrued liabilities                                                                   |   | (18,140                   | ) |   | 26,158                  |  
|Accrued professional fees                                                             |   | (4,736                    | ) |   | (28,233                 | )
|Accrued investor relations
      and communications                                   |   | (16,223                   | ) |   | (14,220                 | )
|Accrued mineral property interests                                                    |   | (226,866                  | ) |   | 20,958                  |  
|Accrued consulting                                                                    |   | (5,000                    | ) |   | -                       |  
|Due to related parties                                                                |   | (2,027                    | ) |   | 68,010                  |  
|                                                                                      |   |                           |   |   |                         |  
|Net cash used in operating activities                                                 |   | (3,413,334                | ) |   | (1,074,884              | )
|                                                                                      |   |                           |   |   |                         |  
|Cash flows from investing activities                                                  |   |                           |   |   |                         |  
|Acquisition of mineral
      property interests                                       |   | -                         |   |   | -                       |  
|Acquisition of equipment                                                              |   | (42,645                   | ) |   | (1,082                  | )
|                                                                                      |   |                           |   |   |                         |  
|Net cash used in investing activities                                                 |   | (42,645                   | ) |   | (1,082                  | )
|                                                                                      |   |                           |   |   |                         |  
|Cash flows from financing activities                                                  |   |                           |   |   |                         |  
|Issuance of convertible
      debentures                                              |   | -                         |   |   | -                       |  
|Issuance of promissory notes                                                          |   | -                         |   |   | -                       |  
|Repayment of promissory
      notes                                                   |   | -                         |   |   | -                       |  
|Proceeds from issuance of capital stock                                               |   | 7,478,093                 |   |   | 1,370,426               |  
|Proceeds from shares subscribed                                                       |   | 141,500                   |   |   | -                       |  
|                                                                                      |   |                           |   |   |                         |  
|Net cash provided by financing activities                                             |   | 7,619,593                 |   |   | 1,370,426               |  
|                                                                                      |   |                           |   |   |                         |  
|Effects of foreign currency exchange                                                  |   | 30,213                    |   |   | -                       |  
|                                                                                      |   |                           |   |   |                         |  
|Increase in cash during the period                                                    |   | 4,193,827                 |   |   | 294,460                 |  
|                                                                                      |   |                           |   |   |                         |  
|Cash and cash equivalents, beginning of period                                        |   | 3,209,786                 |   |   | 108,560                 |  
|                                                                                      |   |                           |   |   |                         |  
|Cash and cash equivalents, end of period                                              | $ | 7,403,613                 |   | $ | 403,020                 |  
|                                                                                      |   |                           |   |   |                         |  
|Supplemental disclosures                                                              |   |                           |   |   |                         |  
|Cash paid during the period for:                                                      |   |                           |   |   |                         |  
|Taxes                                                                                 | $ | -                         |   | $ | -                       |  
|Interest                                                                              | $ | -                         |   | $ | -                       |  
|                                                                                      |   |                           |   |   |                         |  
|Non-cash financing transactions:                                                      |   |                           |   |   |                         |  
|Conversion of convertible debenture
      into common stock                           | $ | -                         |   | $ | 50,000                  |  
|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

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- F-6 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 1  ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

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

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

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

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

Exploration Stage

We have not produced any significant revenues from our
principal business or commenced significant operations and are considered an
exploration stage company as defined by SEC Guide 7 with reference to Financial
Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC)
topic 915.

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

Basis of Presentation

These unaudited consolidated financial statements are stated in
U.S. dollars and have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not
include all information and notes required by generally accepted accounting
principles for complete financial statements. However, except as disclosed
herein, there have been no material changes in the information disclosed in the
notes to the consolidated financial statements included in Argentexs annual
report on Form 10-K for the year ended January 31, 2010. In the opinion of
management, all adjustments (including normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine months ended October 31, 2010 are not necessarily indicative of
the results that may be expected for any other interim period or the entire
year. For further information, these unaudited consolidated financial statements
and the related notes should be read in conjunction with our audited
consolidated financial statements for the year ended January 31, 2010 included
in our annual report on Form 10-K.

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- F-7 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted and Recently Issued Accounting Guidance

Adopted

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

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

Effective May 1, 2010, we adopted changes issued by the FASB on
January 6, 2010 for a scope clarification to the FASBs previously-issued
guidance on accounting for non-controlling interests in consolidated financial
statements. These changes clarify the accounting and reporting guidance for
non-controlling interests and changes in ownership interests of a consolidated
subsidiary. An entity is required to deconsolidate a subsidiary when the entity
ceases to have a controlling financial interest in the subsidiary. Upon
deconsolidation of a subsidiary, an entity recognizes a gain or loss on the
transaction and measures any retained investment in the subsidiary at fair
value. The gain or loss includes any gain or loss associated with the difference
between the fair value of the retained investment in the subsidiary and its
carrying amount at the date the subsidiary is deconsolidated. In contrast, an
entity is required to account for a decrease in its ownership interest of a
subsidiary that does not result in a change of control of the subsidiary as an
equity transaction. The adoption of these changes had no impact on our
consolidated financial statements.

Effective May 1, 2010, we adopted changes issued by the FASB on
January 21, 2010 to disclosure requirements for fair value measurements.
Specifically, the changes require a reporting entity to disclose separately the
amounts of significant transfers in and out of Level 1 and Level 2 fair value
measurements and describe the reasons for the transfers. The changes also
clarify existing disclosure requirements related to how assets and liabilities
should be grouped by class and valuation techniques used for recurring and
nonrecurring fair value measurements. The adoption of these changes had no
impact on our consolidated financial statements.

---

- F-8 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

Recently Adopted and Recently Issued Accounting Guidance,
continued

Adopted, continued

Effective May 1, 2010, we adopted changes issued by the FASB on
February 24, 2010 to accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or available
to be issued, otherwise known as subsequent events.Specifically, these
changes clarify that an entity that is required to file or furnish its financial
statements with the Securities and Exchange Commission is not required to
disclose the date through which subsequent events have been evaluated. Other
than the elimination of disclosing the date through which management has
performed its evaluation for subsequent events, the adoption of these changes
had no impact on our consolidated financial statements.

In March 2010, the FASB issued changes related to existing
accounting requirements for embedded credit derivatives. Specifically, the
changes clarify the scope exception regarding when embedded credit derivative
features are not considered embedded derivatives subject to potential
bifurcation and separate accounting. These changes become effective for us on
August 1, 2010. The adoption of these changes did not have an impact on our
consolidated financial statements.

Issued and not yet adopted

In January 2010, 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). These changes become effective for us beginning
February 1, 2011. Other than the additional disclosure requirements, management
has determined these changes will not have an impact on our consolidated
financial statements.

NOTE 3  GOING CONCERN

These consolidated financial statements have been prepared
using accounting principles generally accepted in the United States of America
applicable to a going-concern basis, which implies the Company will continue to
realize its assets and discharge its liabilities in the normal course of
business. The Company has not generated any revenues from mineral sales since
inception, has never paid any dividends and is unlikely to pay dividends or
generate significant earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support of its shareholders, the ability of the Company to obtain
equity financing and the attainment of profitable operations. The Companys
ability to achieve and maintain profitability and positive cash flows is
dependent upon its ability to locate profitable mineral properties, generate
revenues from mineral production and control production costs.

Based upon its current plans, the Company expects to incur
operating losses in future periods. The Company plans to mitigate these
operating losses through controlling its operating costs. The Company plans to
obtain sufficient working capital through additional debt or equity financing
and private loans. At October 31, 2010, the Company had accumulated losses of
$20,804,933 since inception (December 21, 2001). These factors raise substantial
doubt regarding the Companys ability to continue as a going concern.

---

- F-9 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 3  GOING CONCERN, continued

There is no assurance that the Company will be able to generate
significant revenues in the future or be successful with any financing ventures.
These consolidated financial statements do not give any effect to any
adjustments that would be necessary should the Company be unable to continue as
a going concern and therefore be required to realize its assets and discharge
its liabilities in other than the normal course of business and at amounts
different from those reflected in the accompanying consolidated financial
statements.

NOTE 4  EQUIPMENT

| |                        |   | October
      31, 2010 | 
| | ---------------------- | - | ---------------------- | 
| |                        |   |                        | 
| |                        |   | Cost                   | 
| |                        |   |                        | 
| | Equipment              | $ | 91,316                 | 
| | Furniture and fixtures |   | 8,839                  | 
| | Computer equipment     |   | 15,957                 | 
| |                        | $ | 116,112                | 

| |                        |   | January
      31, 2010 | 
| | ---------------------- | - | ---------------------- | 
| |                        |   |                        | 
| |                        |   | Cost                   | 
| |                        |   |                        | 
| | Equipment              | $ | 48,672                 | 
| | Furniture and fixtures |   | 8,838                  | 
| | Computer equipment     |   | 15,958                 | 
| |                        | $ | 73,468                 | 

NOTE 5  MINERAL PROPERTY INTERESTS

| | a) | Pinguino Property                                                                                                                                                                                                                                                                                                                                                 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                   
| |    | Pursuant to the terms of a mineral property option
      agreement, dated February 24, 2004, between the Company and an affiliate
      of an ex-director, the Company agreed to purchase an option to purchase a
      100% interest in a mineral property located in the Santa Cruz Province of
      the Republic of Argentina, known as the Pinguino
Property.
| |    |                                                                                                                                                                                                                                                                                                                                                                   
| |    | The property was acquired 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 $935,191 (CDN$1,000,000) or all of the
      royalty for $1,870,382 (CDN$2,000,000).             
| |    |                                                                                                                                                                                                                                                                                                                                                                   
| |    | The agreement also provides for an area of interestsuch 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.                                                                                    

---

- F-10 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 5  MINERAL PROPERTY INTERESTS, continued

| | (b) | Condor Property                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Pursuant to the terms of a mineral property acquisition
      agreement, dated February 20, 2004, between the Company and an affiliate
      of an ex-director, the Company paid 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 $935,191 (CDN$1,000,000) or all of the royalty for
      $1,870,382 (CDN$2,000,000).                                                                                                                                                                                                                                                                  

| | c) | Santa Cruz and Rio Negro Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Pursuant to the terms of a Mineral Property Acquisition
      Agreement, dated February 24, 2004, between the Company and an affiliate
      of an ex-director of the Company, the Company acquired mineral claims
      located in the Santa Cruz Province of the Republic of Argentina, then
      known as the Dyakowski Propertyfor total consideration of 833,333
      common shares of the Company (subsequently increased, as a result of a
      stock dividend, to 2,499,999). These shares were issued and were subject
      to an Escrow Agreement dated March 2, 2004.                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | On June 30, 2005, we entered into an amending agreement
      whereby we amended the Mineral Property Acquisition Agreement. This
      amending agreement was restated August 8, 2005 whereby we agreed to
      release the 2,499,999 shares of our common stock that were being held in
      escrow. Of the 2,499,999 released shares, 2,374,999 of these shares were
      released to us for cancellation, and 125,000 of these shares were released
      to an ex-director for the transfer of the mineral claims to us.                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | In addition, pursuant to the terms of a Share Purchase
      Agreement, dated February 24, 2004, between the Company and an affiliate
      of an ex-director of the Company, the Company acquired a 100% interest in
      SCRN Properties Ltd. (SCRN), a Delaware corporation, the sole asset of
      which consisted of mineral claims located in the Rio Negro Province of the
      Republic of Argentina, known as the SCRN Property, for total
      consideration of 833,333 common shares of the Company (subsequently
      increased, as a result of a stock dividend, to 2,499,999). The shares have
      been issued and are subject to an Escrow Agreement dated March 2,
    2004.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | 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 Property                                                                                                                                                                                                                                                                                                                                                
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                   
| |    | Pursuant to the terms of a mineral property acquisition
      agreement, dated February 20, 2004, between the Company and an affiliate
      of an ex-director, the Company paid $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.                                                                                                                                                                                                                                                      

---

- F-11 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 5  MINERAL PROPERTY INTERESTS, continued

| | e) | Clapperton Property                                                                                                                                                                                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                             
| |    | On June 7, 2010, we 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 for $324 (CDN$330). The properties are in good standing
      until June 7, 2011.

---

- F-12 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 5  MINERAL PROPERTY INTERESTS, continued

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

Three
    
    
    Three
    
    
    Nine
    
    
    Nine
    
    
    DecemberMonths
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    21, 2001Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (Inception)October
    
    
    October
    
    
    October
    
    
    October
    
    
    to October31,
    
    
    31,
    
    
    31,
    
    
    31,
    
    
    31,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010Pinguino Project:Claim maintenance
    $
    -
    
    $
    -
    
    $
    9,952
    
    $
    -
    
    $
    28,341Assaying, testing and analysis
    
    -
    
    
    13,750
    
    
    230,924
    
    
    100,840
    
    
    798,876Camp and field supplies
    
    9,074
    
    
    49,601
    
    
    402,637
    
    
    171,292
    
    
    2,037,182Drilling
    
    7,443
    
    
    -
    
    
    1,210,178
    
    
    -
    
    
    5,378,595Geological and geophysical
    
    11,050
    
    
    32,884
    
    
    119,105
    
    
    100,893
    
    
    933,192Travel and accommodation
    
    -
    
    
    7,585
    
    
    35,096
    
    
    14,408
    
    
    163,05127,567
    
    
    103,820
    
    
    2,007,892
    
    
    387,433
    
    
    9,339,237Condor Project:Claim maintenance
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    7,528Camp and field supplies
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    198Geological and geophysical
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    4,185-
    
    
    -
    
    
    -
    
    
    -
    
    
    11,911Santa Cruz Properties:Claim maintenance
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    21,851Camp and field supplies
    
    116,025
    
    
    -
    
    
    168,120
    
    
    -
    
    
    168,120Assaying, testing and analysis
    
    60,247
    
    
    -
    
    
    60,247
    
    
    -
    
    
    60,247Geological and geophysical
    
    33,830
    
    
    -
    
    
    33,830
    
    
    -
    
    
    33,830Travel and accommodation
    
    28,347
    
    
    -
    
    
    28,347
    
    
    -
    
    
    28,347238,449
    
    
    -
    
    
    290,544
    
    
    -
    
    
    312,395Rio Negro Properties:Claim maintenance
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    7,108Camp and field supplies
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    51,836Geological and geophysical
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    39,833Travel and accommodation
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    9,614-
    
    
    -
    
    
    -
    
    
    -
    
    
    108,391Other:
    
    324
    
    
    -
    
    
    324
    
    
    -
    
    
    31,729$
    266,340
    
    $
    103,820
    
    $
    2,298,760
    
    $
    387,433
    
    $
    9,803,663


---

- F-13 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 6 - RELATED PARTY TRANSACTIONS

During the nine months ended October 31, 2010 and 2009, the
Company paid or accrued consulting fees of $119,016 (2009 - $82,294), relating
to this consulting agreement and at October 31, 2010 and January 31, 2010, the
Company was indebted to Frontera in the amount of $13,742 and $nil,
respectively.

During the nine months ended October 31, 2010 and 2009, the
Company paid consulting fees of $73,398 (2009  $41,409) relating to a
consulting agreement with an officer and a company controlled by him.

During the nine months ended October 31, 2010 and 2009, the
Company paid $15,705 (2009  nil) in investor relations fees (2009  nil) to a
company controlled by a director. At October 31, 2010 and January 31, 2010, the
Company was indebted to this director in the amount of $15,705 and $nil,
respectively.

On November 1, 2005, the Company entered into a management
agreement with an officer for CDN$2,500 per month. During the nine months ended
October 31, 2010 and 2009, the Company paid consulting fees of $Nil (2009 -
$16,209) relating to this management agreement. This contract was cancelled on
August 15, 2009.

During the nine months ended October 31, 2010 and 2009, the
Company paid consulting fees of $32,664 , (2009 - $12,172) and recorded stock
based compensation of $488,697 (2009  Nil) to officers and directors of the
Company, and their respective companies. At October 31, 2010 and January 31,
2010, the Company was indebted to this director in the amount of $3,891 and
$nil, respectively.

During the nine months ended October 31, 2010 and 2009
directors exercised a total of 173,334 (2009 - 200,000) stock options and
500,000 (2009  300,000) warrants. (Note 7)

NOTE 7  CAPITAL STOCK

Stock Transactions

On October 28, 2010, we issued a total of 43,540 shares of our
common stock at $0.706 (CDN$0.72) for proceeds of $30,477 on the exercise of
43,540 warrants.

On October 26, 2010, we completed a private placement and
issued 10,804,706 units for gross proceeds of $7,120,069. Each unit consisted of
one share of common stock and one common stock purchase warrant exercisable at
$1.11 (CDN$1.14) for a period of five years expiring on October 26, 2015.

On September 27, 2010, we issued a total of 214,588 shares of
our common stock at $0.702 (CDN$0.72) for proceeds of $150,212 on the exercise
of 214,588 warrants.

On February 2, 2010, we issued a total of 75,000 shares of our
common stock at $0.62 per share for proceeds of $46,500 on the exercise of
75,000 stock options.

On February 2, 2010, we issued 40,000 shares of our common
stock at $0.25 per share to a director for proceeds of $10,000 on the exercise
of 40,000 stock options. (Notes 6)

On March 16, 2010, we issued 450,000 shares of our common stock
at $0.15 per share to a director for proceeds of $67,500 on the exercise of
450,000 warrants. (Note 6)

On June 15, 2010, we issued 50,000 shares of our common stock
at $0.15 per share to a company controlled by a director for proceeds of $7,500
on the exercise of 50,000 warrants. (Note 6)

---

- F-14 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 7  CAPITAL STOCK, continued

Stock Transactions, continued

On June 21, 2010, we issued 50,000 shares of our common stock
at $0.25 per share for proceeds of $12,500 on the exercise of 50,000 stock
options.

On July 16, 2010, we issued 133,334 shares of our common stock
at $0.25 per share to a director for proceeds of $33,334 on the exercise of
133,334 stock options. (Note 6)

Stock Subscribed

On October 21, 2010, we received cash of $76,500 on the
exercise of 170,000 stock purchase warrants, this transaction has been reported
as shares subscribed because the shares were issued subsequent to October 31,
2010.

On October 21, 2010, we received cash of $65,000 on the
exercise of 100,000 stock purchase warrants, this transaction has been reported
as shares subscribed because the shares were issued subsequent to October 31,
2010.

Share purchase warrants

Share purchase warrant transactions are summarized as follows:

| |                             |  |            |   |   | Weighted       | 
| | --------------------------- |  | ---------- | - | - | -------------- | 
| |                             |  | Number of  |   |   | Average        | 
| |                             |  | Shares     |   |   | Exercise Price | 
| |                             |  |            |   |   |                | 
| | Balance at January 31, 2009 |  | 4,960,637  |   | $ | 1.17           | 
| | Issued                      |  | 7,933,443  |   |   | 0.59           | 
| | Exercised                   |  | (500,000   | ) |   | 0.24           | 
| | Expired                     |  | (2,935,637 | ) |   | 1.54           | 
| | Balance at January 31, 2010 |  | 9,458,443  |   |   | 0.62           | 
| | Exercised                   |  | (1,028,128 | ) |   | 0.39           | 
| | Issued                      |  | 10,804,706 |   |   | 1.11           | 
| | Balance at October 31, 2010 |  | 19,235,021 |   | $ | 0.91           | 

---

- F-15 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 7  CAPITAL STOCK, continued

Share purchase warrants, continued

At October 31, 2010, the following share purchase warrants were
outstanding and exercisable:

| | Number of  |  | Exercise          |                  
| | ---------- |  | ----------------- | -----------------
| | shares     |  | Price             | Expiry Date      
| |            |  |                   |                  
| | 99,520     |  | $ 0.71 (CDN$0.72) | November 27, 2010
| | 275,000    |  | $ 0.15            | January 15, 2011 
| | 1,158,334  |  | $ 0.45            | April 24, 2011   
| | 434,782    |  | $ 0.45            | May 22, 2011     
| | 500,000    |  | $ 0.15            | May 28, 2011     
| | 355,000    |  | $ 0.65            | June 18, 2011    
| | 727,272    |  | $ 0.65            | July 13, 2011    
| | 1,000,000  |  | $ 0.15            | November 12, 2011
| | 2,980,407  |  | $ 0.88 (CDN$0.90) | November 27, 2011
| | 900,000    |  | $ 1.25            | April 11, 2012   
| | 10,804,706 |  | $ 1.11 (CDN$1.14) | October 26, 2015 
| |            |  |                   |                  
| | 19,235,021 |  |                   |                  

Stock Options

Stock option transactions are summarized as follows:

| |                             |  |            |   |   | Weighted       | 
| | --------------------------- |  | ---------- | - | - | -------------- | 
| |                             |  | Number of  |   |   | Average        | 
| |                             |  | Shares     |   |   | Exercise Price | 
| |                             |  |            |   |   |                | 
| | Balance at January 31, 2009 |  | 1,833,334  |   | $ | 0.50           | 
| | Granted                     |  | 3,035,000  |   |   | 0.54           | 
| | Exercised                   |  | (275,000   | ) |   | 0.28           | 
| | Expired                     |  | (200,000   | ) |   | 0.25           | 
| | Balance at January 31, 2010 |  | 4,393,334  |   |   | 0.56           | 
| | Granted                     |  | 400,000    |   |   | 0.62           | 
| | Exercised                   |  | (298,334   | ) |   | 0.34           | 
| | Expired                     |  | (1,015,000 | ) |   | 0.60           | 
| | Balance at October 31, 2010 |  | 3,480,000  |   | $ | 0.57           | 

The weighted average fair value per stock option granted during
the nine months ended October 31, 2010 and 2009 was $0.62 and $0.31. The fair
value of stock options granted during the nine months ended October 31, 2010 and
2009 was $248,616 and $758,091 which is being recognized over the options
vesting periods.

---

- F-16 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 7  CAPITAL STOCK, continued

Stock Options, continued

At October 31, 2010, the following stock options were
outstanding:

| | Number of |  | Exercise               |                   
| | --------- |  | ---------------------- | ------------------
| | shares    |  | Price                  | Expiry Date       
| |           |  |                        |                   
| | 400,000   |  | $ 0.49                 | February 7, 2011  
| | 200,000   |  | $ 0.58                 | February 9, 2011  
| | 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  
| | 1,370,000 |  | $ 0.37                 | February 10, 2014 
| | 550,000   |  | $0.855                 | January 19, 2015  
| | 400,000   |  | $0.62
      (CDN$0.64) | May
      10, 2015
| |           |  |                        |                   
| | 3,480,000 |  |                        |                   

At October 31, 2010, 2,917,500 stock options were
exercisable.

Total stock-based compensation recognized during the nine
months ended October 31, 2010 and 2009 was $488,697 and $353,998. 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        |  |   | Nine         |  |   | Nine         | 
| | ------------------ | - | ------------ |  | - | ------------ |  | - | ------------ |  | - | ------------ | 
| |                    |   | Months Ended |  |   | Months Ended |  |   | Months Ended |  |   | Months Ended | 
| |                    |   | October 31,  |  |   | October 31,  |  |   | October 31,  |  |   | October 31,  | 
| |                    |   | 2010         |  |   | 2009         |  |   | 2010         |  |   | 2009         | 
| |                    |   |              |  |   |              |  |   |              |  |   |              | 
| | Consulting fees    | $ | 118,995      |  | $ | 127,797      |  | $ | 488,697      |  | $ | 313,114      | 
| | Investor relations |   | -            |  |   | 13,628       |  |   | -            |  |   | 40,884       | 
| |                    | $ | 118,995      |  | $ | 141,425      |  | $ | 488,697      |  | $ | 353,998      | 

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

| |                          |  | Nine        |  |  |               | 
| | ------------------------ |  | ----------- |  |  | ------------- | 
| |                          |  | Months      |  |  | Year          | 
| |                          |  | Ended       |  |  | Ended January | 
| |                          |  | October 31, |  |  | 31,           | 
| |                          |  | 2010        |  |  | 2010          | 
| | Risk-free interest rate  |  | 2.65%       |  |  | 1.23%         | 
| | Expected life of options |  | 5 years     |  |  | 4.28 years    | 
| | Annualized volatility    |  | 93%         |  |  | 93%           | 
| | Dividend rate            |  | 0%          |  |  | 0%            | 

---

- F-17 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 7  CAPITAL STOCK, continued

Stock Options, continued

At October 31, 2010, the aggregate intrinsic value (AIV) of all
outstanding, vested stock options was $709,125 and the AIV of options exercised
during the nine months ended October 31, 2010 was $96,050.

NOTE 8 - SEGMENTED INFORMATION

At October 31, 2010 and January 31, 2010, the Company and its
subsidiary operated in one reportable segment, being the exploration for and the
development of mining properties in Argentina. Identifiable assets, revenues and
net loss in each geographic area are as follows:

|                    |   | October 31, |  |   | January 31, | 
|------------------- | - | ----------- |  | - | ----------- | 
|                    |   | 2010        |  |   | 2010        | 
|                    |   |             |  |   |             | 
|Identifiable assets |   |             |  |   |             | 
|Canada              | $ | 7,469,102   |  | $ | 3,191,348   | 
|Argentina           |   | 43,828      |  |   | 180,828     | 
|                    | $ | 7,512,930   |  | $ | 3,372,176   | 

|                    |   | Three   |  |   | Three   |  |   | Nine      |  |   | Nine      | 
|------------------- | - | ------- |  | - | ------- |  | - | --------- |  | - | --------- | 
|                    |   | Months  |  |   | Months  |  |   | Months    |  |   | Months    | 
|                    |   | Ended   |  |   | Ended   |  |   | Ended     |  |   | Ended     | 
|                    |   | October |  |   | October |  |   | October   |  |   | October   | 
|                    |   | 31,     |  |   | 31,     |  |   | 31,       |  |   | 31,       | 
|                    |   | 2010    |  |   | 2009    |  |   | 2010      |  |   | 2009      | 
|Loss for the period |   |         |  |   |         |  |   |           |  |   |           | 
|Canada              | $ | 238,700 |  | $ | 406,130 |  | $ | 1,222,478 |  | $ | 1,008,889 | 
|Argentina           |   | 336,793 |  |   | 172,878 |  |   | 2,503,525 |  |   | 469,465   | 
|                    | $ | 575,493 |  | $ | 579,008 |  | $ | 3,726,003 |  | $ | 1,478,354 | 

NOTE 9  FINANCIAL INSTRUMENTS

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

---

- F-18 -

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOctober 31, 2010(Stated in U.S. Dollars)(UNAUDITED)

NOTE 9  FINANCIAL INSTRUMENTS, continued

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

|                                         |         |  |   | October 31, 2010 |  |   | January 31, 2010 | 
|---------------------------------------- | ------- |  | - | ---------------- |  | - | ---------------- | 
|                                         |         |  |   | Carrying         |  |   | Fair             | 
|                                         | Level   |  |   | value            |  |   | value            | 
|Cash and equivalents                     | Level 1 |  | $ | 7,403,613        |  | $ | 7,403,613        | 
|Receivables                              | Level 2 |  | $ | -                |  | $ | -                | 
|Accounts payable and accrued liabilities | Level 2 |  | $ | 135,903          |  | $ | 135,903          | 

The following method was used to estimate the fair values of
our financial instruments:
  The carrying amount approximates fair value because of the short maturity of
  the instruments.

NOTE 10  COMMITMENTS

Lease Commitments

On June 1, 2008, we entered into a three year lease agreement
at $2,350 per month until May 31, 2011. (Note 11)

At October 31, 2010, the minimum future lease payments under
our operating leases are as follows:

At October 31,
    2011
    2012Premises lease payments
    $7,050
    $9,400


Consulting Commitments

On August 1, 2009, we entered into a two year consulting
agreement with a company wholly-owned by our President whereby we agreed to pay
a consulting fee of $12,157 (CDN$12,500) until July 31, 2011. (Note 6)

At October 31, 2010, the minimum future payments under our
consulting contracts are as follows:

At October 31,
    2011
    2012Consulting fees
    $36,468
    $72,936


NOTE 11  SUBSEQUENT EVENTS

On December 8, 2010, the Company entered into a lease agreement
dated December 2, 2010, for approximately 2,295 square feet of office space
located in downtown Vancouver, British Columbia, Canada. The lease is for a term
of five years and one month beginning January 1, 2011 (with rent commencing
February 1, 2011) and provides for the payment of a total monthly rental of
CDN$6,954 (approximately US$6,825) during the first three years and a monthly
rental of CDN$7,289 (approximately $7,154) during the last two years of the
term. Rent consists of a base rent amount and certain items of additional rent.

Subsequent to October 31, 2010, the Company agreed to purchase
the surface rights to a portion of its Pinguino mineral property located in the
Santa Cruz Province of Argentina for a purchase price of approximately
US$815,000. The Company expects to complete this acquisition prior to December
31, 2010.

---

- 4 -

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

FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

Our consolidated financial statements are stated in United
States dollars and are prepared in accordance with United States generally
accepted accounting principles. The following discussion should be read in
conjunction with our interim unaudited consolidated financial statements and the
related notes that appear elsewhere in this quarterly report and our audited consolidated financial statements and
related notes included in our Annual Report on Form 10-K for the fiscal year
ended January 31, 2010 .

---

- 5 -

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

Plan of Operations

We are a junior exploration stage company that has not yet
generated or realized any revenues from our business operations. We currently
hold interests in mineral properties located in the Rio Negro and Santa Cruz
provinces of Argentina. All of the mineral exploration licenses with respect to
these Argentine claims are registered in the name of our Delaware subsidiary,
SCRN Properties Ltd. One of the properties located in the Santa Cruz province of
Argentina consists of a group of claims that we refer to as the Pinguino
property and we have concentrated almost all of our exploration efforts on this
property. During the next year we intend to continue to focus our exploration
efforts primarily on the Pinguino property, where we have had exploration
success in discovering polymetallic mineralization in the past. We believe that
additional targeted exploration expenditures in the form of geophysics, soil
geochemistry, trenching and drilling on the Pinguino property is warranted to
test the limits of known mineralization as well as new target testing.

During the course of the three-month period ended October 31,
2010 and the month of November, 2010, we compiled and processed data from Phase
VI of our exploration program at our Pinguino property, including data derived
from drilling, trenching, soil geochemistry and ground magnetometer surveys, and
we conducted a ground magnetometer survey (lines every 10 meters over a distance
of approximately 275 linear kilometers) on one specific target. At our Cerro
Contreras property, we engaged in detail mapping of two exploration targets,
collected soil and rock samples and conducted detailed ground magnetometer
surveys at both targets (approximately 500 linear kilometres). We also conducted
an IP gradient survey (approximately 60 linear kilometres) on one of these
targets. Finally, we conducted detail mapping and collected samples on our
Condor property.

We have not determined whether our properties contain any
mineral reserve. A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/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.

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

Cash Requirements

We anticipate that we will incur the following expenses during
the 12 month period ending November 30, 2011:

Expense
    AmountMineral exploration expenses, holding costs and property
      acquisition costs
    $6,320,000General and administrative expenses, including investor
      relations
    1,840,000Accrued accounts payable, repayment of debt and acquisition
      of fixed assets
    20,000Total
    8,180,000Cash on hand, estimated
    7,250,000Proceeds from exercise of warrants and options
    -Estimated excess of cash requirements over cash
      resources
    $(930,000)


During the 12 months ending November 30, 2011, we anticipate
that we will require approximately $930,000 in order to fund the plan of
operations outlined above.

---

- 6 -

Since October 31, 2010 we have not raised any additional funds.
We believe our cash on hand as at the date of this interim report on Form 10-Q
is not sufficient to fund our budgeted operating requirements for the next 12
months. In addition, our budget could increase during the year in response to
matters that we are not aware of at the date of this quarterly report.
Regardless of whether our budget remains the same or increases over the next 12
months, we do not have enough money to fund our budgeted requirements and we
will have to raise additional funds. We have historically raised capital to fund
our activities through the sale of debt or equity securities and we plan to
raise any required funds through the exercise of stock options or warrants and
the private placement sales of our common stock. We do not currently have any
arrangements in place for the completion of any private placement financings and
there can be no assurance that we will be successful in completing any private
placement financings.

Results of Operations

Our operating results for the periods ended October 31, 2010
and 2009 and the changes in our operating expenses between the years are
summarized below:

|                               |   |              |  |   |          |  |   | Changes           |   |   |               |  |   |                       |  |   |                   | 
|------------------------------ | - | ------------ |  | - | -------- |  | - | ----------------- | - | - | ------------- |  | - | --------------------- |  | - | ----------------- | 
|                               |   |              |  |   |          |  |   | between the       |   |   |               |  |   |                       |  |   |                   | 
|                               |   |              |  |   | Three    |  |   | Three Months      |   |   |               |  |   | Nine                  |  |   |                   | 
|                               |   | Three Months |  |   | Months   |  |   | **Ended October** |   |   |               |  |   | Months                |  |   | Changes between   | 
|                               |   | Ended        |  |   | Ended    |  |   | 31, 2010 and      |   |   | Nine Months   |  |   | Ended                 |  |   | the Nine Months   | 
|                               |   | October 31,  |  |   | October  |  |   | 2009              |   |   | Ended October |  |   | **October
      31,** |  |   | Ended October     | 
|                               |   | 2010         |  |   | 31, 2009 |  |   |                   |   |   | 31, 2010      |  |   | 2009                  |  |   | 31, 2010 and 2009 | 
|Mineral exploration activities | $ | 266,340      |  | $ | 103,820  |  | $ | 162,520           |   | $ | 2,298,760     |  | $ | 387,433               |  | $ | 1,911,327         | 
|Stock-based compensation       |   | 118,995      |  |   | 141,425  |  |   | (22,430           | ) |   | 488,697       |  |   | 353,998               |  |   | 134,699           | 
|General and administrative     |   | 190,158      |  |   | 333,763  |  |   | (143,605          | ) |   | 938,546       |  |   | 736,923               |  |   | 201,623           | 
|                               |   |              |  |   |          |  |   |                   |   |   |               |  |   |                       |  |   |                   | 
|Total expenses                 | $ | 575,493      |  | $ | 579,008  |  | $ | (3,515            | ) | $ | 3,726,003     |  | $ | 1,478,354             |  | $ | 2,247,649         | 

Revenue

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

Expenses

Mineral Exploration Activities

Our mineral exploration expenses increased by $162,520 or 157%
from $103,820 for the three months ended October 31, 2009 to $266,340 for the
three months ended October 31, 2010. The increase in our mineral exploration
expenses during the third quarter of fiscal 2011 was primarily due to
exploration of our Cerro Contreras property in the Santa Cruz province of
Argentina as compared to the third quarter of fiscal 2010 when we decided to
temporarily suspend our drilling and exploration program due to the global
economic downturn.

Our mineral exploration expenses increased by $1,911,327 or
493% from $387,433 for the nine months ended October 31, 2009 to $2,298,760 for
the nine months ended October 31, 2010. The increase in our mineral exploration
expenses during the nine months ended October 31, 2010 was primarily due to
exploration of our, Pinguino property in the Santa Cruz province of Argentina as
compared to the nine months ended October 31, 2009 when we decided to
temporarily suspend our drilling and exploration program due to the global
economic downturn.

---

- 7 -

Stock-Based Compensation

Our stock-based compensation expense decreased by $22,430 or
16% from $141,425 for the three months ended October 31, 2009 to $118,995 for
the three months ended October 31, 2010. The decrease in our stock-based
compensation was due to less stock options vesting during the three months ended
October 31, 2010 as compared to the three months ended October 31, 2009.

Our stock-based compensation expense increased by $134,699 or
38% from $353,998 for the nine months ended October 31, 2009 to $488,697 for the
nine months ended October 31, 2010. The increase in our stock-based compensation
was primarily due to a higher average stock price and more stock options vesting
during the nine months ended October 31, 2010 as compared to the nine months
ended October 31, 2009.

General and Administrative

Our general and administrative expenses decreased by $143,605
or 43% from $333,763 for the three months ended October 31, 2009 to $190,158,
for the three months ended October 31, 2010. We incurred increases in office and
sundry expenses of $3,527, travel of $5,314 and investor relations of $12,736
(net of $nil and $13,628 in stock based compensation) due to attending more
conventions and conferences; $58,998 in professional fees due to preparation of
the S-4 for migration to the TSX; $37,510 in transfer agent fees due to
regulatory costs associated with the $7.12 million private placement of our
shares. Increased expenses were offset by a $190,691 foreign exchange gain due
to fluctuations in foreign exchange rates as well as a $62,948 decrease in
consulting fees (net of $118,995 and $127,797 in stock based compensation) due
to employing fewer consultants.

Our general and administrative expenses increased by $201,623
or 27% from $736,923 for the nine months ended October 31, 2009 to $1,144,081,
for the nine months ended October 31, 2010. This increase was primarily caused
by increases of $51,802 in consulting fees (net of $488,697 and $313,114 in
stock based compensation) due to hiring more consultants; office and sundry
expenses of $58,310, travel of $44,155 and investor relations of $13,224 (net of
$nil and $40,884 in stock based compensation) due to attending more conventions,
conferences and travel to the mine site, $134,612 in professional fees due to
preparation of the S-4 for migration to the TSX; $29,963 in transfer agent fees
due to the $7.12 million private placement of our shares. Increased expenses
were partially offset by a net foreign exchange gain of $101,848.

Liquidity and Capital Resources

Our working capital at October 31, 2010 and January 31, 2010 is
summarized below:

|                          |   |                  |  |   |                  |  |   | Changes between October  |  
|------------------------- | - | ---------------- |  | - | ---------------- |  | - | ------------------------ | -
|                          |   |                  |  |   |                  |  |   | 31, 2010 and January 31, |  
|                          |   | October 31, 2010 |  |   | January 31, 2010 |  |   | 2010                     |  
|                          |   |                  |  |   |                  |  |   |                          |  
|Current assets            | $ | 7,428,331        |  | $ | 3,319,642        |  | $ | 4,108,689                |  
|Current
      liabilities |   | 170,194          |  |   | 441,940          |  |   | (271,746                 | )
|Working capital (deficit) | $ | 7,258,137        |  | $ | 2,877,702        |  | $ | 4,380,435                |  

Current Assets

Our current assets increased by $4,108,689 or 124% from
$3,317,642 at January 31, 2010 to $7,428,331 at October 31, 2010. The increase
was primarily due to raising approximately $7.6 million in cash from equity
financing during the nine months ended October 31, 2010 as opposed to raising
approximately $ 4.9 million in cash from equity financing during the year ended
January 31, 2010.

---

- 8 -

Current Liabilities

Our current liabilities decreased by $271,746 or 61% from
$441,940 at January 31, 2010 to $170,194 at October 31, 2010. The decrease was
primarily due to a decrease of $226,866 in fees payable under the drilling
contract at January 31, 2010.

Working Capital

Our working capital increased by $4,380,435 or 152% from a
working capital of $2,877,702 at January 31, 2010 to working capital of
$7,258,137 at October 31, 2010. The increase was primarily due to not having a
drilling contract at October 31, 2010 and the approximate $7.6 million in cash
received in equity financing during the nine months ended October 31, 2010 as
compared with the year ended January 31, 2010.

The following table summarizes our sources and uses of cash
during the nine months ended October 31, 2010 and 2009:

2010
    
    
    2009Cash flows used in operating activities
    $
    (3,413,334
    )
    $
    (1,074,884
    )Cash flows used in investing activities
    
    (42,645
    )
    
    (1,082
    )Cash flows provided by financing activities
    
    7,619,593
    
    
    1,370,426Effect of foreign
      currency exchange
    
    30,213
    
    
    -Net (decrease) increase in cash during period
    $
    (4,193,827
    )
    $
    294,460


Net cash used in operating activities

Net cash used in operating activities during nine months ended
October 31, 2010 was $3,413,334. This cash was primarily used to pay for the
cost of our drilling program, legal fees and consulting fees.

Net cash used in operating activities during the nine months
ended October 31, 2009 was $1,074,884. This cash was primarily used to cover the
cost of maintaining our mineral properties and to pay legal and consulting
fees.

Net cash used in investment activities

During the nine months ended October 31, 2010 we spent $42,645
on mining equipment.

During the nine months ended October 31, 2009 we spent $1,082
on equipment.

Net cash provided by financing activities

During the nine months ended October 31, 2010, we received net
cash of $7,120,069 on the issuance of 10,804,706 units in respect of private
placements, $102,334 on the issuance of 298,334 shares of common stock on the
exercise of 298,334 options, $255,690 on the issuance of 758,128 shares of
common stock on the exercise of 758,128 warrants and $141,500 on the exercise of
270,000 warrants for shares of common stock issued after October 31, 2010.

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

Product Research and Development

We do not anticipate that we will spend any significant sums on
product research and development over the twelve month period ending November
30, 2011.

---

- 9 -

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending November 30, 2011.

Purchase of Mineral Property

Subsequent to October 31, 2010, the Company agreed to purchase
property in the Santa Cruz Province of Argentina for approximately US$800,000.
The Company expects to complete this acquisition prior to December 31, 2010.

Going Concern

We have historically incurred losses since inception. From
inception through October 31, 2010, we have incurred losses of $20,804,933. We
anticipate that we will continue to incur losses without generating any revenue
from operations unless and until we are able to sell one or more of our resource
properties or identify a mineral resource in a commercially exploitable quantity
on one or more of our mineral properties and build and operate a mine, and there
can be no assurance that we will ever be able to do so. Because of these
historical losses and our continuing failure to generate any revenue from
operations, we believe that we will require additional working capital to
continue our exploration programs and develop our business operations in the
future. We intend to raise any additional working capital required through
private placements, public offerings and/or advances from related parties or
shareholder loans. We do not currently have any arrangements for any such
financing in place, nor can we provide any assurance that we will be able to
arrange any such financing. If adequate working capital is not available we may
not be able to continue our operations.

These conditions raise substantial doubt about our ability to
continue as a going concern. Our unaudited interim consolidated financial
statements for the three and nine month periods ended October 31, 2010 were
prepared assuming that we will continue as a going concern. This contemplates
that our assets will be realized and liabilities and commitments satisfied in
the normal course of business. In the notes to our consolidated financial
statements for the year ended January 31, 2010, our independent auditors
included an explanatory paragraph expressing concern about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

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

Contingencies and Commitments

We had no contingencies at November 30, 2010.

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. This lease has now expired.

On December 8, 2010, we entered into a lease agreement dated
effective December 2, 2010 for new executive office space. This lease is for a
five year term commencing January 1, 2011 at $6,825 (CDN$6,954) per month for
the first three years and $7,154 (CDN$7,289) per month for the last two years.

Consulting contract

On September 1, 2009, with retroactive effect to August 1,
2009, we entered into a new consulting agreement with Frontera Geological
Services Ltd. and Kenneth Hicks, our President, Chief Executive Officer and a
director of our company, pursuant to which Frontera Geological Services Ltd.
agreed to cause Kenneth Hicks to provide, among other things, services to our
company consistent with those ordinarily provided by a Chief Executive Officer,
including the duties and responsibilities set out at schedule A to the
consulting agreement and we agreed, among other things, to (i) pay Frontera
Geological Services Ltd. a monthly cash fee of CDN$12,500 (US$12,735); (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.

---

- 10 -

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

A summary of our critical accounting policies is included in
our annual report on Form 10-K for the year ended January 31, 2010. Newly
adopted, new accounting standards adopted and recently issued accounting
standards are disclosed below.

Foreign Currency

The functional currency for the Companys foreign subsidiary is
the Argentinean peso. The Company translates assets and liabilities to US
dollars using year-end exchange rates, translates unproved mineral properties
using historical exchange rates, and translates revenues and expenses using
average exchange rates during the period. Exchange gains and losses arising from
the translation of foreign entity financial statements are included as a
component of other comprehensive loss.

Transactions denominated in currencies other than the
functional currency of the legal entity are re-measured to the functional
currency of the legal entity at the year-end exchange rates. Any associated
transactional currency remeasurement gains and losses are recognized in current
operations.

New accounting standards adopted during the nine months
ended October 31, 2010 were:

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

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

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- 11 -

Effective May 1, 2010, we adopted changes issued by the FASB on
January 6, 2010 for a scope clarification to the FASBs previously-issued
guidance on accounting for non-controlling interests in consolidated financial
statements. These changes clarify the accounting and reporting guidance for
non-controlling interests and changes in ownership interests of a consolidated
subsidiary. An entity is required to deconsolidate a subsidiary when the entity
ceases to have a controlling financial interest in the subsidiary. Upon
deconsolidation of a subsidiary, an entity recognizes a gain or loss on the
transaction and measures any retained investment in the subsidiary at fair
value. The gain or loss includes any gain or loss associated with the difference
between the fair value of the retained investment in the subsidiary and its
carrying amount at the date the subsidiary is deconsolidated. In contrast, an
entity is required to account for a decrease in its ownership interest of a
subsidiary that does not result in a change of control of the subsidiary as an
equity transaction. The adoption of these changes had no impact on our
consolidated financial statements.

Effective May 1, 2010, we adopted changes issued by the FASB on
January 21, 2010 to disclosure requirements for fair value measurements.
Specifically, the changes require a reporting entity to disclose separately the
amounts of significant transfers in and out of Level 1 and Level 2 fair value
measurements and describe the reasons for the transfers. The changes also
clarify existing disclosure requirements related to how assets and liabilities
should be grouped by class and valuation techniques used for recurring and
nonrecurring fair value measurements. The adoption of these changes had no
impact on our consolidated financial statements.

Effective May 1, 2010, we adopted changes issued by the FASB on
February 24, 2010 to accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or available
to be issued, otherwise known as subsequent events.Specifically, these
changes clarify that an entity that is required to file or furnish its financial
statements with the Securities and Exchange Commission is not required to
disclose the date through which subsequent events have been evaluated. Other
than the elimination of disclosing the date through which management has
performed its evaluation for subsequent events, the adoption of these changes
had no impact on our consolidated financial statements.

In March 2010, the FASB issued changes related to existing
accounting requirements for embedded credit derivatives. Specifically, the
changes clarify the scope exception regarding when embedded credit derivative
features are not considered embedded derivatives subject to potential
bifurcation and separate accounting. These changes become effective for us on
August 1, 2010. The adoption of these changes did not have an impact on our
consolidated financial statements.

Recently Issued Accounting Guidance

In January 2010, 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). These changes become effective for us beginning
February 1, 2011. Other than the additional disclosure requirements, management
has determined these changes will not have an impact on our consolidated
financial statements.

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- 12 -

RISK FACTORS

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

Risks Associated With Mining

All of our properties are in the exploration stage. There is
no assurance that we can establish the existence of any mineral 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 will lose all of the funds that we
have spent on exploration. If we do not discover any mineral reserve, our
business will fail.

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

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

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

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

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at 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.

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- 13 -

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

Mineral exploration, development and production involves many
risks which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Our operations will be subject to all of the
hazards and risks inherent in 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 arise from any such occurrence
would have a material adverse impact on our company.

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

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

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

The mineral exploration, development, and production industry
is largely unintegrated. We compete with other exploration companies looking for
mineral resource properties. In identifying and acquiring mineral resource
properties, we compete with many companies possessing greater financial
resources and technical facilities. This competition could adversely affect our
ability to acquire suitable prospects for exploration in the future.
Accordingly, there can be no assurance that we will acquire any interest in
additional mineral resource properties that might yield reserves or result in
commercial mining operations. 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 nine-month period ended October 31, 2010, we incurred
a net loss of $3,727,453. From inception through October 31, 2010, we have
incurred an aggregate loss of $20,804,933. We anticipate that we will continue
to incur operating expenses without revenues unless and until we are able to
sell one or more of our resource properties or identify a mineral resource in a
commercially exploitable quantity on one or more of our mineral properties and
build and operate a mine.

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- 14 -

On December 1, 2010, we had cash and cash equivalents in the
amount of approximately $7,250,000. We estimate our average monthly operating
expenses to be approximately $75,000, excluding exploration but including
general and administrative expenses and investor relations expenses. We believe
that our cash on hand will not be sufficient to fund our currently budgeted
operating requirements for the 12 month period ending December 31, 2011. In
addition, our budget could increase during the year in response to matters that
cannot be currently anticipated and we might find that we need to raise more
capital in order to properly address these items. As we cannot assure a lender
that we will be able to successfully explore and develop our mineral properties,
we will probably find it difficult to raise debt financing from traditional
lending sources. We have traditionally raised our operating capital from sales
of equity and debt securities, but there can be no assurance that we will
continue to be able to do so. The unsettled economy in the United States and the
resulting market instability may make it harder 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 money that we need to continue exploration of our mineral
properties, we may be forced to delay, scale back, or eliminate our exploration
activities. If any of these were to occur, there is a substantial risk that our
business would fail.

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 December 31, 2011, we expect to spend approximately $8,180,000 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 our officers, directors, experts and agents.

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

Risks Associated with Our Common Stock

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

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors.

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- 15 -

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.

Trends, Risks and Uncertainties

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

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

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

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at October 31, 2010, 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.

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- 16 -

There were no changes in our internal control over financial
reporting during the quarter ended October 31, 2010 that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

On December 8, 2010, we entered into a lease agreement dated
December 2, 2010, for approximately 2,295 square feet of office space located in
downtown Vancouver, British Columbia, Canada. The lease is for a term of five
years and one month beginning January 1, 2011 (with rent commencing February 1,
2011) and provides for the payment of a total monthly rental of CDN$6,954
(approximately US$6,825) during the first three years and a monthly rental of
CDN$7,289 (approximately $7,154) during the last two years of the term. Rent
consists of a base rent amount and certain items of additional rent.

Subsequent to October 31, 2010,we agreed to purchase the
surface rights to a portion of our Pinguino mineral property located in the
Santa Cruz Province of Argentina for a purchase price of approximately
US$815,000. We expect to complete this acquisition prior to December 31, 2010.

Item 6. Exhibits.

The following Exhibits are filed with this quarterly report:

|Exhibit |                                                                                                                                                    
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                        
|        |                                                                                                                                                    
|(3)     | Articles of Incorporation and Bylaws                                                                                                               
|        |                                                                                                                                                    
|3.1     | Restated Certificate of Incorporation (incorporated by
      reference from our Registration Statement on Form S-1 filed on January 19,
      2010)
|        |                                                                                                                                                    
|3.2     | Bylaws (incorporated by reference from our Registration
      Statement on Form S-1 filed on January 19, 2010)                                     
|        |                                                                                                                                                    
|(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)                

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- 17 -

|(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) 
|      |                                                                                                                                                                                                                                             
|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 quarterly 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)                                                                               

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- 18 -

|(21)  | Subsidiaries                                                                                                                                                                                                 
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                              
|21.1  | Subsidiary of
        Argentex Mining Corporation: SCRN Properties Ltd., a Delaware corporation                                                                                                              
|      |                                                                                                                                                                                                              
|(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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SIGNATURES

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

By: /s/ Kenneth
Hicks
Kenneth Hicks President
and Director (Principal Executive Officer) Date: December 14, 2010



By: /s/ Valerie
HelsingValerie Helsing, Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer) Date: December 14, 2010

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