---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/A**Amendment No. 3**

(Mark One)

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

For the fiscal year ended January 31, 2008

[   ] TRANSITION REPORT UNDER 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(Name of small business issuer in its charter)

|Delaware                                         | 71-0867623                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|602 - 1112 West Pender Street, Vancouver, BC     | V6E 2S1                             
|(Address of principal executive offices)         | (Zip Code)                          

Issuer's telephone number (604) 568-2496

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.001(Title
of class)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [   ]

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

State issuer's revenues for its most recent fiscal year $Nil

---

- 2 -

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by 
  reference to the price at which the common equity was sold, or the average bid
  and asked prices of such common 
  equity, as of a specified date within 60 days. (See definition of affiliate
  in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

29,482,189 common shares @ $1.57(1)= $46,287,036

(1)Average of bid and ask closing prices on April 2,
2008.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes [ 
 ]   No [   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.

31,465,522 common shares issued and outstanding as of April
2, 2008

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g., Part
I, Part II, etc.) into which the document is incorporated: (1) any annual report
to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933
(Securities Act). The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal
year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X].

---

- 3 -

This Amendment No. 3 to the annual report on  Form 10-KSB for the year ended January 31, 2009, of Argentex Mining  Corporation, amends Item 8A, *Disclosure  Controls and Procedures* and *Management’s  Report on Internal Control Over Financial   Reporting*, of the Form 10-KSB filed with the  Securities and Exchange Commission on April 30, 2008 in order to correct a  deficiency in the original filing.   Except for the correction of this deficiency, this Amendment No. 3 to  our Form 10-KSB does not update any disclosure from, or reflect any event  occurring subsequent to, April 30, 2008, which is the filing date of the  original Form 10-KSB.

PART I

Item 1.       
Description of Business.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to shares of our common stock.

As used in this annual report, the terms we, us, our, and
Argentex mean Argentex Mining Corporation and our wholly owned subsidiary,
SCRN Properties Ltd., a Delaware corporation, unless the context clearly
requires otherwise.

We were incorporated in the State of Nevada on December 21,
2001 under the name "Delbrook Corporation" with authorized capital of
100,000,000 shares of common stock with a par value of $0.001 and 100,000,000
shares of preferred stock with a par value of $0.001. 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.

Our Offices

Our principal offices are located at Suite 602, 1112 West
Pender Street, Vancouver, British Columbia, Canada V6E 2S1. Our telephone number
at our principal office is (604) 568-2496. Our fax number is (604) 568-1540. We
lease approximately 878 square feet of office space for a term expiring October
31, 2010 . Until October 31, 2008, our rental rate is $20 per square foot. From
November 1, 2009 to October 31, 2010 our rental rate will increase to $21 per
square foot per month. We believe that our office space and facilities are
sufficient to meet our present needs. If in the future we find that we need more
or different office space, we do not anticipate that we would have any
difficulty securing it on terms acceptable to us.

In addition to our principal offices in Vancouver, British
Columbia, our wholly-owned subsidiary, SCRN Properties Ltd., maintains an office
c/o Orlando Rionda, Radio Santiago del Estero 3051, Salta, Argentina, CP4400
Argentina. Our subsidiarys telephone number in Argentina is 0054-387-424-8651.
Our subsidiary does not have a fax number in Argentina.

Our Business

We are in the mineral resource business. This business
generally consists of three stages: exploration, development and production.
Mineral resource companies that are in the exploration stage have not yet found
mineral resources in commercially exploitable quantities and are engaged in
exploring land in an effort to discover them. Mineral resource companies that
have located a mineral resource in commercially exploitable quantities and are
preparing to extract that resource are in the development stage, while those
engaged in the extraction of a known mineral resource are in the production
stage. Our company is in the exploration stage.

Mineral resource exploration can consist of several stages. The
earliest stage usually consists of the identification of a potential prospect
through either the discovery of a mineralized showing on that property or as the
result of a property being in proximity to another property on which exploitable
resources have been identified, whether or not they are or have in the past been
extracted.

---

- 4 -

After the identification of a property as a potential prospect,
the next stage would usually be the acquisition of a right to explore the area
for mineral resources. This can consist of the outright acquisition of the land
or the acquisition of specific, but limited, rights to the land (e.g., a
license, lease or concession). After acquisition, exploration would probably
begin with a surface examination by a prospector or professional geologist with
the aim of identifying areas of potential mineralization, followed by detailed
geological sampling and mapping of this showing with possible geophysical and
geochemical grid surveys to establish whether a known trend of mineralization
continues through unexposed portions of the property (i.e., underground),
possibly trenching in these covered areas to allow sampling of the underlying
rock. Exploration also commonly includes systematic regularly spaced drilling in
order to determine the extent and grade of the mineralized system at depth and
over a given area, as well as gaining underground access by ramping or shafting
in order to obtain bulk samples that would allow one to determine the ability to
recover various commodities from the rock. Exploration might culminate in a
feasibility study to ascertain if the mining of the minerals would be economic.
A feasibility study is a study that reaches a conclusion with respect to the
economics of bringing a mineral resource to the production stage.

As discussed in more detail below and in the Description of
Property section of this annual report beginning at page 10, below, our current
mineral properties consist of five groups of mineral exploration claims. Four of
these groups of claims are 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. Our fifth group of mineral exploration claims, known as the
Argie claims, is located in the Pleasant Valley area of British Columbia, near
the town of Merritt, British Columbia. Until recently, we owned a sixth group of
mineral exploration claims known as the Ruddock Creek claims, which were located
in the Revelstoke area of British Columbia, Canada. During the year ended
January 31 2008, our management determined that it was not in our companys best
interest to explore or maintain the Ruddock claims and they were allowed to
expire in March, 2008.

There is no assurance that a commercially viable mineral
deposit exists on any of our properties. Further exploration is required before
we can evaluate whether any exist and, if so, whether it would be economically
and legally feasible to develop or exploit those resources. Even if we are
successful in identifying a mineral deposit, we would be required to spend
substantial funds on further drilling and engineering studies before we could
know whether that mineral deposit would constitute a reserve (a reserve is a
commercially viable mineral deposit). Please refer to the section entitled Risk
Factors, beginning at page 5 of this annual report, for additional information
about the risks of mineral exploration.

Employees

As of April 2, 2008, our company did not have any employees,
but our subsidiary, SCRN Properties Ltd., employs one person on a full-time
basis as its legal representative in Argentina. Our President, our Chief
Financial Officer and our part-time bookkeeper all provide services pursuant to
consulting contracts. None of our consultants, including our Chief Financial
Officer but excluding our President, are required by the terms of their
consulting agreements to spend all of their time on our affairs. Our President
is required to spend substantially all of his time working on our affairs.

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

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

Research and Development Expenditures

We have not incurred any research or development expenditures
since our incorporation.

---

- 5 -

Subsidiaries

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.

Patents and Trademarks

We do not own any patents or trademarks.

RISK FACTORS

GENERAL STATEMENT ABOUT RISKS

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 prospectus in evaluating
our company and our business before purchasing shares of our company's common
stock. Our business, operating results and financial condition could be
seriously harmed due to any of the following risks. You could lose all or part
of your investment due to any of these risks.

This annual report on Form 10-KSB 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 annual report include statements
about:

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

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

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

---

- 6 -

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 common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

Risks Associated With Mining

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

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

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

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

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

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail.

Although we believe that we are in compliance with all material
laws and regulations that currently apply to our activities, we can give no
assurance that we can continue to remain in compliance. Current laws and
regulations could be amended and we might not be able to comply with them, as
amended. Further, there can be no assurance that we will be able to obtain or
maintain all permits necessary for our future operations, or that we will be
able to obtain them on reasonable terms. To the extent such approvals are
required and are not obtained, we may be delayed or prohibited from proceeding
with planned exploration or development of our mineral properties.

---

- 7 -

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

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

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

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

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

We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of precious and
base metals such as gold, silver, copper, zinc and indium. The price of those
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 on the price of base and
precious metals, and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.

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

The mineral exploration, development, and production industry
is largely unintegrated. We compete with other exploration companies looking for
mineral resource properties. While we may compete with other exploration
companies in the effort to locate and acquire mineral resource properties, we do
not believe that we will compete with them for the removal or sales of mineral
products from our properties if we should eventually discover the presence of
them in quantities sufficient to make production economically feasible. Readily
available markets exist worldwide for the sale of mineral products. Therefore,
we will likely be able to sell any mineral products that we identify and
produce.

In identifying and acquiring mineral resource properties, we
compete with many companies possessing greater financial resources and technical
facilities. This competition could adversely affect our ability to acquire
suitable prospects for exploration in the future. Accordingly, there can be no
assurance that we will acquire any interest in additional mineral resource
properties that might yield reserves or result in commercial mining operations.

---

- 8 -

Risks Related to Our Company

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

Although we have been in the business of exploring mineral
resource properties since 2002, we have not yet located any mineral reserve. As
a result, we have never had any revenues from our operations. In addition, our
operating history has been restricted to the acquisition and exploration of our
mineral properties and this does not provide a meaningful basis for an
evaluation of our prospects if we ever determine that we have a mineral reserve
and commence the construction and operation of a mine. We have no way to
evaluate the likelihood of whether our mineral properties contain any mineral
reserve or, if they do, that we will be able to build or operate a mine
successfully. We anticipate that we will continue to incur operating costs
without realizing any revenues during the period when we are exploring our
properties. During the 12 month period ending April 30, 2009, we expect to spend
approximately $3,400,000 on the maintenance and exploration of our mineral
properties. We therefore expect to continue to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues from mining operations and any dispositions of our properties, we will
not be able to earn profits or continue operations. At this early stage of our
operation, we also expect to face the risks, uncertainties, expenses and
difficulties frequently encountered by companies at the start up stage of their
business development. We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. There is no history upon which to
base any assumption as to the likelihood that we will prove successful and we
can provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations.

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

We have not generated any revenue from operations since our
incorporation. During the year ended January 31, 2008, we incurred a net loss of
$3,688,314. From inception through January 31, 2008, we have incurred an
aggregate loss of $9,892,799. We anticipate that we will continue to incur
operating expenses without revenues unless and until we are able to sell one or
more of our resource properties or identify a mineral resource in a commercially
exploitable quantity on one or more of our mineral properties and build and
operate a mine. On January 31, 2008, we had cash in the amount of $845,219 and
working capital of $379,308. In a series of private placements closed during the
month of March, 2008, we raised additional gross proceeds of $3,850,000 from the
sale of equity securities. We estimate our average monthly operating expenses to
be approximately $39,000, excluding exploration but including general and
administrative expenses and investor relations expenses. We believe that cash on
hand as of the date of filing of this annual report on Form 10-KSB is sufficient
to fund our currently budgeted operating requirements for the next 12 months.
However, our budget could increase in response to field conditions, drill
results and other matters that cannot be currently anticipated and we might find
that we need to raise additional funds in order to properly address these items.
As we cannot assure a lender that we will be able to successfully explore and
develop our mineral properties, we will probably find it difficult to raise debt
financing from traditional lending sources. We have traditionally raised our
operating capital from sales of equity and debt securities, but there can be no
assurance that we will continue to be able to do so. If we cannot raise the
money that we need to continue exploration of our mineral properties, we may be
forced to delay, scale back, or eliminate our exploration activities. If any of
these were to occur, there is a substantial risk that our business would fail.

Although our primary exploration property is titled in our
name, our rights to that property are subject to a written option agreement. If
we materially breach the terms of that option agreement, our rights in the
property could be forfeit.

We entered into a mineral property acquisition agreement dated
February 24, 2004 with Christopher Dyakowski, an ex-director and officer of our
company, whereby we agreed to make periodic option payments in cash in exchange
for an option to purchase up to 100% of the mineral rights in the parcel of
claims that we refer to as the Pinguino property, located in the Santa Cruz
province of Argentina. We have one final payment to make on July 1, 2008. If we
fail to make this payment timely, our option on the Pinguino property could
lapse and our interest in the Pinguino property could be forfeit. If this were
to happen, our business would be harmed.

---

- 9 -

Risks Associated with Our Common Stock

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

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

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

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

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

Other Risks

Because all of our officers and directors are located in
non-U.S. jurisdictions, 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

---

- 10 -

to enforce within the United States any judgments obtained
against our officers or directors, including judgments predicated upon the civil
liability provisions of the securities laws of the United States or any state
thereof.

Trends, Risks and Uncertainties

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

Item 2.       
Description of Property.

Principal Offices

Our principal offices are located at Suite 602, 1112 West
Pender Street, Vancouver, British Columbia, Canada V6E 2S1. Our telephone number
at our principal office is (604) 568-2496. Our fax number is (604) 568-1540. We
lease approximately 878 square feet of office space for a term expiring October
31, 2010. Until October 31, 2008, our rental rate is $20 per square foot. From
November 1, 2009 to October 31, 2010 our rental rate will increase to $21 per
square foot per month. We believe that our office space and facilities are
sufficient to meet our present needs and we do not anticipate any difficulty
securing alternative or additional space, as needed, on terms acceptable to us.

In addition to our principal offices in Vancouver, British
Columbia, our wholly-owned subsidiary, SCRN Properties Ltd. maintains an office
c/o Orlando Rionda, Radio Santiago del Estero 3051, Salta, Argentina, CP4400
Argentina. Our subsidiarys telephone number in Argentina is 0054-387-424-8651.
Our subsidiary does not have a fax number in Argentina.

Mineral Properties

Our wholly-owned subsidiary company, SCRN Properties Ltd., owns
interests in three mineral properties located in the Rio Negro and Santa Cruz
provinces of Argentina and has agreed to purchase an option to acquire a fourth
mineral property in Santa Cruz province. In addition, our company owns interests
in a fifth mineral property located in the Pleasant Valley area near the City of
Merritt, in south-central British Columbia, Canada. To date, we have
concentrated the bulk of our exploration efforts and expenditures on the
Pinguino property, which is the property located in the Santa Cruz province of
Argentina on which we have agreed to purchase an option. During the next 12
months, we intend to continue to focus our efforts primarily on this property.

There is no assurance that a commercially viable mineral
deposit exists on any of our properties, including the Pinguino property, or
that we will be able to identify any mineral resource on any of these properties
that can be developed profitably. Even if we do discover commercially
exploitable levels of mineral resources on any of our properties, which is
unlikely, there can be no assurance that we would be able to enter into
commercial production of these mineral resources.

The following is a brief description of each of our mineral
properties:

Pinguino

Acquisition:

We agreed to purchase an option to purchase the Pinguino
property in a mineral property option agreement dated February 24, 2004 between
our company and Christopher Dyakowski, who was then our President, Secretary,
Treasurer and a member of our board of directors. The purchase price for the
option was approximately $393,500 ($450,000 CAD) payable in five instalments as
follows:

- approximately $43,710 (CAD$50,000), paid on July 1, 2004;
- approximately $65,565 (CAD$75,000), paid September 9, 2005;

---

- 11 -

- approximately $87,420 (CAD$100,000), paid on July 1, 2006;
- approximately $87,420 (CAD$100,000), paid on June 26, 2007; and
- approximately $109,275 (CAD$125,000) due on or before July 1, 2008.

When we have finished paying the last of these instalments, the
option will be deemed to have been exercised and we will own the Pinguino
property subject to a 2% net smelter returns royalty in favor of Mr. Dyakowski.
We will have the right to purchase one half of Mr. Dyakowskis net smelter
returns royalty from the Pinguino property for the sum of approximately $874,200
(CAD$1,000,000) and all of it for the sum of approximately $1,748,400
(CAD$2,000,000). For administrative convenience, title to all of the claims
comprising the Pinguino property has already been transferred to our subsidiary,
SCRN Properties Ltd. In addition, during the term of the option agreement, our
company has the sole and exclusive right to possess, explore and exploit the
Pinguino property. During this period, we also have the obligation to maintain
the mineral claims comprising the Pinguino property in good standing.

Location:

The Pinguino property is located in southern Argentina in the
north-central part of the Province of Santa Cruz, centered at longitude 68o 34
West and latitude 48o 00 South. The location is shown on the map below:



---

- 12 -

Description of Mineral Claims:

When title to the Pinguino property was originally transferred
to our companys wholly-owned subsidiary SCRN Properties Ltd., the property
consisted of one Cateo covering approximately 10,000 hectares. Included within
this Cateo were one Manifestacion de Descubrimiento covering approximately 1,500
hectares and 30 Pertinencias covering an aggregate of approximately 180
hectares. Because a Cateo is subject to reduction in area (and expiration) after
the passage of time, we have since applied for additional Manifestacions de
Descubrimiento in order to preserve our interests at the Pinguino project. The
Pinguino property now consists of four Manifestacions de Descubrimiento and 30
Pertinencias, extending 36 kilometers east-west and 19 kilometers north-south.
These are described as follows:

Property Name
    Expediente No.
    Registered Holder
    Claim Type
    Size(File No.)
    
    
    (Hectares)Tranquilo 1
    405.334/SCRN/05
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    3,486Tranquilo 2
    405.335/SCRN/05
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    3,182Tranquilo 3
    405.336/SCRN/05
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    1,827Cormoran
    400.722/SCRN/07
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    1,500Pertinencias 1  30(1)
    Described by Gauss Kruger
      Coordinates
    SCRN Properties Ltd.
    Pertinencia
    180


(1)These Pertinencias are located entirely within
the boundaries of, and are overlapped by, the Cormoran Manifestacion de
Descubrimento.

Maintenance fees to be paid on a Manifestacion de
Descubrimiento and a Pertinencia are known as canons and are due by June 30
and December 31 of each year. We are current in payment of any maintenance fees
on our Pinguino property.

Before we can commence any mining work on these Manifestacions
de Descubrimento (other than exploration work), we will be required to file with
the Mining Authority an environmental impact report, a description of our
proposed work program and a description of each claim by reference to latitude
and longitude.

Prior Work:

The only historical exploration at the Pinguino property was
done by Minera Mincorp between 1994 and 1996 in essentially the same area called
the Cerro Léon Project. We are advised that their work included a reconnaissance
geochemical lag samples, 196 kilometers2 of geological mapping, excavation and
sampling of 155 trenches totaling 1,543 meters along the silicified veins. In
addition, 18 HQ diamond drill holes (1,032 m total) drilled along the principal
vein on the property (known as the Marta vein) and other veins returned values
somewhat lower than the surface results and with higher silver values locally.
Minera Mincorp ceased work on the project in 1996. The data and core are at the
Cerro Vanguardia minesite, which we do not own or have any right to, and have
not been made available to our company.

Christopher Dyakowski acquired the Pinguino property in 1998and, in 2000, optioned it to High American Gold Inc., a junior exploration
company operating in Argentina. High American Gold conducted a short property
exam and approached Minera Mincorp to negotiate a joint venture and in return
acquired copies of the work carried out on the Pinguino Property by Minera
Mincorp. High American subsequently defaulted on its option payments to Mr.
Dyakowski and returned the Pinguino property to him, together with copies of all
their data.

---

- 13 -

Our Work on the Pinguino Property to Date:

During 2004 we engaged in preliminary exploration activities at
our Pinguino property. These preliminary exploration activities consisted
primarily of prospecting, soil sampling, trenching and trench sampling and IP
geophysics. In early 2005, we initiated our first drill program on the best
known vein system on the property, known as the Marta vein. This drill program
consisted of 45 short drill holes for a total of 3,010 meters, testing the
near-surface targets that were largely determined by previous trenching results.

We focused our drilling efforts on selected areas along the
Marta vein based upon anomalous results from surface trenching. Analytical
results returned a number of intervals of anomalous silver-gold mineralization
contained in epithermal veins hosted by sedimentary rocks of the Roca Blanca
formation. With an average length of approximately 75 meters, many of these
holes tested the oxidized portion of the vein systems. The estimated depth of
oxidation appears to be approximately 35-40 meters below surface.

In March 2006, we undertook a second drill program on the
Pinguino property. We continued to focus on the Marta vein system, much of which
remained untested from the previous drilling. The method of drill target
definition in this drilling was different than previous drilling in that
geophysical anomalies along the Marta trend were tested. Again, a number of
mineralized silver-gold intervals were discovered in the northern part of the
Marta vein but, in the southern portion, two drill holes intersected into a
substructure of the main Marta vein that revealed high base metal, silver, gold
and indium values. Other drill holes in the adjacent Yvonne vein also showed a
high sulphide content and anomalous base, precious and indium values over
significant widths.

A followup drill program consisting of 30 holes for a total of
3000 meters was completed in mid-January 2007. We focused on the central part of
the Marta vein system, which included a number of new sulphide targets
discovered by detailed mapping, prospecting and geophysics. The results of this
program proved the existence of multiple sulphide veins in the central part of
the Marta vein system. This sulphide vein system discovered to date occurred
within an area of approximately 4 square kilometres (2.4 square miles). We
announced the analytical results for this 30 hole drilling program on April 16
and April 23, 2007. In late 2007, we initiated the largest drill program ever
staged on the Pinguino property, targeting existing mineralized zones along
strike and to depth as well as new targets with little or no existing testing.
The first zone tested was Marta Centro and results released in early April 2008
confirmed the continuation of known base metal mineralization to depths further
than previously tested. Drill testing has been carried out on Marta Este, Marta
Norte, Marta Noroeste and other zones as part of the overall drill program.
Analytical results are pending.

Our use of IP geophysics and specific chargeability anomalies
has proved to be a much better targeting method than we previously thought when
the initial geological impression was of a low-sulphidation epithermal model.
The high concentrations of sulphides in a central core zone surrounded by
disseminated and veinlet mineralization provides an excellent target for this
type of geophysical method.

Mapping has indicated approximately 60 kilometers of epithermal
veins and vein-breccias on the property. Very few of these have been
sufficiently tested and sampled with work completed to date. The geophysical
coverage completed on the Marta vein in 2004 is currently being supplemented by
additional grid coverage on new veins.

There can be no assurance that future exploration will reveal
  any significant amounts of gold or other minerals in quantities sufficient to
  justify development of a mine or the conduct of mining operations.

Geology

The Pingüino project is located in the Deseado Massif, Santa
Cruz province, southern Argentinian Patagonia. The Deseado Massif is a
geological and metallogenic region characterized by extended middle to late
Jurassic bimodal volcanic rocks (Bahía Laura Group and Bajo Pobre Formation)
with associated low sulphidation (LS) epithermal mineralization.

Mineralization in the Pinguino area was discovered by a prior
owner in 1994. This prior owner made the decision to divest itself of the
property in 1998. We acquired the property in early 2004, at which time we
initiated a

---

- 14 -

comprehensive work program. Our initial exploration program was
focused on an Ag epithermal deposit, but in 2005 we redefined our program in
light of our discovery that this property is of the polymetallic epithermal
deposit type.

The geological and structural settings at the Pinguino project
are atypical for the Deseado Massif. It is a dome structure produced by a deep
intrusion (>5Km) with shallower mafic apophysis. This magmatic activity (La
Leona/ Cerro León Formations) is lower Jurassic and is intruding Triassic to
lower Jurassic volcanogenic continental sediments of El Tranquilo Group and Roca
Blanca Formation.

Pinguino veins are hosted in these older rocks and related to a
strike-slip zone, which has a major northwest-trending fault (El Tranquilo), and
several associated faults and lineaments. This regional fault zone can be seen
to extend southeast to Cerro Vanguardia gold-silver quartz veins field.

To date, 58.7 Km of mineralized structures have been mapped at
Pinguino. From the 31 outcropping veins, only 12 have been explored to date,
from which two types of veins can be recognized.

The quartz-rich veins are represented by four NW-striking
veins. They are silver-gold rich hydrothermal breccias, with several silver-rich
ore shoots along the structure. The sulphide-rich veins are six northwest and
two east-northeast strike veins. All of these veins are located in a 3.6 square
kilometer area that is just above an east-northeast dioritic shallow intrusion.
This type of vein has silver, zinc, gold, indium, copper, lead, with minor tin,
tungsten and bismuth anomalous contents.

The two systems are interpreted to be different in time and
genesis, being the sulphide-rich type older, higher temperature and related to
the shallow intrusions. The quartz-rich system is lower temperature and related
to the middle to late Jurassic major epithermal activity.

The Pinguino project appears to be the first polymetallic
epithermal deposit found in the Deseado Massif.

The following table shows the results for all of the drill
holes that we have published to date on the Pinguino property:

Name of ZoneHole
    From
    To
    *Length
    Gold
    Silver
    Zinc
    Lead
    IndiumID
    m
    m
    m
    g/t
    g/t
    %
    %
    g/tYvonne
    P102
    52.56
    85.72
    33.16
    0.39
    11.0
    0.8
    0.1
    13P102
    52.56
    57.40
    4.84
    1.98
    61.0
    2.2
    0.2
    71Yvonne
    P095
    35.37
    36.37
    1.00
    8.00
    95.0
    0.5
    0.3
    107Yvonne
    P108
    44.98
    84.17
    39.19
    0.53
    9.0
    0.6
    0.1
    11Yvonne
    P107
    47.70
    97.10
    49.40
    0.28
    5.0
    0.6
    0.1
    9P107
    71.90
    97.10
    25.20
    0.48
    7.0
    0.7
    0.1
    12Yvonne
    P096
    19.50
    53.76
    34.26
    0.51
    14.0
    0.2
    0.1
    5P096
    28.50
    35.15
    6.65
    2.38
    54.0
    0.0
    0.1
    15P096
    35.15
    52.76
    17.56
    0.05
    4.0
    0.4
    0.1
    2Yvonne
    P098
    17.75
    27.46
    9.71
    0.34
    6.0
    0.1
    0.1
    11P098
    17.75
    18.46
    0.71
    2.37
    35.0
    0.4
    0.1
    48Yvonne
    P097
    27.25
    47.30
    20.05
    0.36
    10.0
    0.4
    0.2
    11P097
    27.25
    30.37
    3.12
    1.44
    31.0
    0.0
    0.4
    17P097
    39.33
    39.83
    0.50
    2.30
    96.0
    2.9
    0.3
    81Yvonne Sur
    P094
    20.60
    33.70
    13.10
    0.32
    78.6
    0.1
    1.0
    19P094
    25.60
    29.10
    3.50
    0.71
    268.6
    0.0
    2.2
    56


---

- 15 -

Name of ZoneHole
    From
    To
    *Length
    Gold
    Silver
    Zinc
    Lead
    IndiumID
    m
    m
    m
    g/t
    g/t
    %
    %
    g/tYvonne Sur
    P094
    54.00
    78.90
    24.90
    0.03
    6.0
    0.9
    0.4
    1P094
    54.00
    67.96
    13.96
    0.04
    7.8
    1.3
    0.5
    1Yvonne Sur
    P099
    41.40
    56.45
    15.05
    0.23
    6.7
    0.7
    0.1
    20P099
    43.40
    45.40
    2.00
    0.16
    11.0
    1.4
    0.2
    37Yvonne Sur
    P100
    33.50
    36.00
    2.50
    1.13
    13.0
    0.1
    0.0
    11P100
    42.00
    46.00
    4.00
    0.89
    48.2
    0.3
    0.1
    34Yvonne Sur
    P100
    69.20
    82.30
    13.10
    0.37
    10.9
    2.0
    0.3
    39P100
    71.30
    79.30
    8.00
    0.51
    13.5
    2.5
    0.4
    51Yvonne Norte
    P103
    36.10
    38.15
    2.05
    0.10
    12.8
    1.4
    0.1
    14Yvonne Norte
    P103
    49.00
    63.45
    14.45
    0.13
    5.8
    1.1
    0.1
    13P103
    51.48
    52.60
    1.12
    0.39
    29.8
    4.8
    0.3
    118Yvonne Norte
    P104
    20.70
    31.60
    10.90
    0.14
    11.8
    0.0
    0.1
    15Yvonne Norte
    P105
    50.35
    61.30
    10.95
    1.06
    16.9
    0.2
    0.1
    10P105
    50.35
    51.85
    1.50
    4.48
    72.6
    0.4
    0.4
    33P105
    55.90
    56.46
    0.56
    5.49
    68.4
    0.1
    0.1
    34Yvonne
    P101
    56.18
    70.60
    14.42
    0.88
    14.5
    0.7
    0.2
    21P101
    56.18
    60.18
    4.00
    3.06
    41.0
    1.5
    0.1
    69Yvonne
    P106
    66.00
    77.43
    11.43
    0.57
    12.6
    0.5
    0.1
    14P106
    76.07
    77.43
    1.36
    3.64
    75.9
    1.0
    0.1
    82Yvonne
    P109
    49.50
    74.86
    25.36
    0.51
    6.0
    0.5
    0.1
    10P109
    65.05
    67.05
    2.00
    1.81
    16.7
    0.4
    0.0
    28P109
    71.05
    74.86
    3.81
    1.22
    18.3
    0.9
    0.1
    22Savary
    P115
    28.30
    28.80
    0.50
    1.08
    45.0
    0.5
    1.6
    1Savary
    P116
    37.70
    39.70
    2.00
    0.72
    35.3
    2.5
    0.8
    33Kasia
    P110
    32.80
    34.15
    1.35
    0.08
    52.4
    3.2
    2.6
    1Kasia
    P110
    40.05
    63.95
    23.90
    0.04
    13.8
    1.4
    0.7
    3P110
    41.05
    44.10
    3.05
    0.06
    11.6
    2.4
    0.6
    3P110
    57.42
    60.40
    2.98
    0.11
    23.6
    2.4
    1.1
    12Kasia
    P111
    41.90
    64.78
    22.88
    0.10
    9.1
    1.7
    0.5
    21P111
    50.55
    62.75
    12.20
    0.16
    14.4
    2.7
    0.8
    33P111
    60.36
    62.75
    2.39
    0.66
    29.3
    6.3
    0.8
    145Kasia
    P112
    37.10
    47.70
    10.60
    0.02
    11.7
    1.3
    0.4
    11P112
    37.10
    38.60
    1.50
    0.01
    11.2
    2.1
    0.7
    25P112
    43.50
    46.70
    3.20
    0.03
    19.9
    1.8
    0.6
    16Ka
    P117
    25.00
    43.00
    18.00
    0.02
    8.0
    1.0
    0.3
    3P117
    33.00
    43.00
    10.00
    0.02
    10.8
    1.5
    0.4
    6P117
    36.00
    42.00
    6.00
    0.02
    12.7
    1.8
    0.4
    6Sonia
    P113
    31.45
    56.00
    24.55
    0.17
    30.2
    1.6
    0.6
    21P113
    31.45
    33.30
    1.85
    0.73
    273.6
    12.4
    5.3
    121Sonia
    P118
    18.47
    19.03
    0.56
    0.03
    14.6
    0.1
    1.0
    13


---

- 16 -

Name of ZoneHole
    From
    To
    *Length
    Gold
    Silver
    Zinc
    Lead
    IndiumID
    m
    m
    m
    g/t
    g/t
    %
    %
    g/tP118
    31.10
    34.40
    3.30
    0.87
    45.3
    0.1
    0.5
    1Marta Centro
    P071
    21.70
    43.70
    22.00
    0.29
    43.0
    0.1
    0.2
    3P071
    21.70
    25.50
    3.80
    0.88
    157.0
    0.0
    0.7
    7Marta Centro
    P072
    13.20
    37.03
    23.83
    0.42
    19.0
    0.0
    0.5
    1P072
    13.20
    25.90
    12.70
    0.60
    18.0
    0.0
    0.5
    2P072
    17.20
    21.20
    4.00
    1.25
    10.0
    0.0
    0.0
    <1Marta Centro
    P073
    33.85
    57.00
    23.15
    0.71
    93.0
    0.3
    0.5
    9P073
    34.90
    37.50
    2.60
    5.52
    704.0
    0.1
    1.3
    27Marta Centro
    P074
    40.76
    85.40
    44.64
    0.18
    31.0
    1.3
    0.7
    33P074
    40.76
    59.40
    18.64
    0.39
    69.0
    2.7
    1.5
    78P074
    44.65
    50.50
    5.85
    1.05
    201.0
    8.2
    4.3
    207Marta Centro
    P075
    43.25
    94.85
    51.60
    0.14
    23.0
    2.4
    0.8
    33P075
    43.25
    64.00
    20.75
    0.22
    38.0
    3.7
    1.6
    46P075
    46.90
    56.14
    9.24
    0.29
    45.0
    5.6
    1.8
    59Marta Centro
    P076
    35.70
    54.05
    18.35
    0.33
    59.0
    3.8
    0.9
    66P076
    48.00
    51.30
    3.30
    0.81
    113.0
    10.0
    2.5
    158Marta Centro
    P077
    33.75
    78.70
    44.95
    0.10
    14.0
    1.3
    0.2
    15P077
    33.75
    50.25
    16.50
    0.23
    29.0
    2.3
    0.4
    30Marta Centro
    P078
    29.50
    49.00
    19.50
    0.17
    25.0
    2.7
    0.5
    30Marta Centro
    P091
    52.85
    69.46
    16.61
    0.06
    5.0
    1.0
    0.1
    10Marta Centro
    P092
    44.53
    55.03
    10.50
    0.01
    3.0
    0.6
    0.1
    2Marta Centro
    P093
    44.20
    65.80
    21.60
    0.07
    16.0
    1.4
    0.4
    3P093
    53.67
    60.80
    7.13
    0.17
    43.0
    3.6
    1.1
    9P093
    59.40
    60.80
    1.40
    0.61
    191.0
    14.5
    4.7
    43Marta Centro
    P090
    38.91
    90.72
    51.81
    0.62
    15.0
    0.8
    0.2
    7P090
    62.30
    76.70
    14.40
    2.06
    32.0
    2.0
    0.4
    25P090
    68.94
    70.75
    1.81
    14.90
    100.0
    7.7
    1.2
    108Marta Centro
    P079
    39.03
    92.20
    53.17
    0.10
    22.0
    0.2
    0.2
    4P079
    53.25
    71.20
    17.95
    0.21
    48.0
    0.3
    0.4
    8P079
    57.57
    59.66
    2.09
    0.77
    239.0
    0.6
    0.8
    14Marta Centro
    P080
    40.00
    91.00
    51.00
    0.14
    13.0
    0.9
    0.2
    13P080
    64.20
    72.80
    8.60
    0.56
    53.0
    4.4
    0.8
    64P080
    67.60
    70.00
    2.40
    1.17
    85.0
    11.3
    1.4
    127Marta Centro
    P081
    46.07
    108.00
    61.93
    0.14
    25.0
    2.2
    0.7
    31P081
    55.07
    70.00
    14.93
    0.41
    78.0
    6.9
    2.0
    105Marta Centro
    P082
    48.23
    134.90
    86.67
    0.14
    26.0
    2.2
    0.6
    33P082
    59.10
    71.40
    12.30
    0.58
    101.0
    9.4
    2.0
    188P082
    65.00
    65.69
    0.69
    1.88
    159.0
    34.6
    2.7
    1081P082
    99.20
    117.92
    18.72
    0.12
    29.0
    1.3
    1.0
    15Marta Centro
    P083
    50.00
    88.80
    38.80
    0.13
    28.0
    2.4
    0.6
    27P083
    50.00
    72.80
    22.80
    0.20
    44.0
    3.7
    1.0
    45


---

- 17 -

Name of ZoneHole
    From
    To
    *Length
    Gold
    Silver
    Zinc
    Lead
    IndiumID
    m
    m
    m
    g/t
    g/t
    %
    %
    g/tP083
    60.60
    70.80
    10.20
    0.33
    78.0
    6.9
    1.7
    91Marta Centro
    P088
    47.37
    93.17
    45.80
    0.09
    13.0
    1.1
    0.2
    9P088
    53.37
    67.15
    13.78
    0.24
    36.0
    2.9
    0.5
    26Marta Centro
    P084
    78.00
    108.00
    30.00
    0.20
    18.0
    1.6
    0.3
    14P084
    84.70
    108.00
    23.00
    0.23
    21.0
    1.9
    0.3
    17P084
    84.70
    96.00
    11.30
    0.45
    38.0
    3.5
    0.5
    33Marta Centro
    P085
    63.76
    145.10
    81.34
    0.09
    14.0
    1.1
    0.4
    9P085
    76.87
    91.10
    14.23
    0.29
    52.0
    4.1
    1.4
    45P085
    86.60
    88.98
    2.38
    0.70
    201.0
    16.1
    6.8
    185Marta Centro
    P086
    60.10
    167.00
    106.90
    0.11
    15.0
    1.5
    0.4
    20P086
    70.75
    141.00
    70.25
    0.16
    21.0
    2.2
    0.5
    30P086
    82.40
    97.10
    14.70
    0.42
    73.0
    7.2
    1.7
    117Marta Centro
    P087
    68.00
    182.80
    114.80
    0.08
    18.0
    1.3
    0.5
    9P087
    74.00
    100.00
    26.00
    0.20
    61.0
    3.2
    1.5
    25P087
    86.50
    98.00
    11.50
    0.38
    130.0
    6.2
    3.1
    54Marta Centro
    P089
    61.75
    106.29
    44.54
    0.08
    12.0
    1.2
    0.3
    8P089
    74.75
    87.67
    12.92
    0.17
    24.0
    2.5
    0.5
    17Marta Centro
    P122
    63.00
    66.20
    3.20
    0.70
    91.0
    5.0
    1.9
    15Marta Centro
    P123
    60.00
    68.50
    8.50
    0.30
    61.0
    0.9
    0.7
    12Marta Centro
    P126
    61.60
    67.90
    6.30
    1.70
    38.0
    2.6
    1.0
    3P126
    65.90
    67.90
    2.00
    5.10
    66.0
    1.4
    0.5
    1Marta Centro
    P130
    103.00
    108.80
    5.80
    0.40
    45.0
    3.4
    1.0
    69Marta Centro
    P131
    94.50
    114.80
    20.30
    0.20
    31.0
    3.1
    0.7
    23P131
    113.20
    114.70
    1.50
    0.50
    108.0
    11.3
    1.9
    148Marta Centro
    P132
    95.90
    108.90
    13.00
    0.30
    33.0
    4.6
    0.8
    52P132
    108.20
    108.90
    0.70
    0.50
    124.0
    22.7
    3.8
    434Marta Centro
    P133
    100.30
    169.70
    69.40
    0.20
    22.0
    2.4
    0.5
    30P133
    108.10
    109.10
    1.00
    0.90
    122.0
    25.9
    3.6
    602Marta Centro
    P134
    96.20
    114.00
    17.80
    0.20
    58.0
    3.2
    1.6
    36P134
    109.40
    111.80
    2.40
    0.70
    262.0
    12.1
    7.9
    188Marta Centro
    P135
    97.50
    109.40
    11.90
    0.10
    18.0
    1.5
    0.4
    4Marta Centro
    P138
    106.20
    127.10
    20.90
    0.20
    34.0
    3.1
    0.9
    32P138
    123.30
    127.10
    3.80
    0.40
    119.0
    9.9
    3.3
    135Marta Centro
    P054
    56.00
    77.90
    21.90
    0.35
    21.7
    1.9
    0.5
    25P054
    56.00
    64.00
    8.00
    0.90
    50.8
    5.0
    1.1
    70P054
    59.70
    61.40
    1.70
    1.48
    72.8
    6.1
    2.2
    45Yvonne
    P046
    30.10
    71.10
    41.00
    0.21
    4.6
    0.6
    0.1
    na*P046
    54.50
    56.07
    1.57
    2.29
    50.9
    1.8
    0.1
    37P046
    66.44
    67.60
    1.16
    0.89
    15.0
    1.5
    0.1
    31Yvonne
    P047
    29.20
    76.55
    47.35
    0.34
    5.0
    0.5
    0.1
    na*P047
    40.20
    41.70
    1.50
    2.55
    22.3
    5.7
    0.5
    152


---

- 18 -

Name of ZoneHole
    From
    To
    *Length
    Gold
    Silver
    Zinc
    Lead
    IndiumID
    m
    m
    m
    g/t
    g/t
    %
    %
    g/tP047
    65.40
    66.95
    1.55
    2.06
    8.3
    0.5
    0.0
    14P047
    69.00
    71.50
    2.50
    1.40
    47.1
    1.2
    0.1
    31Yvonne
    P048
    19.30
    48.30
    29.00
    1.24
    6.7
    0.4
    0.1
    na*P048
    19.30
    24.24
    4.94
    6.68
    49.9
    0.1
    0.2
    20P048
    22.30
    23.30
    1.00
    30.64
    100.0
    0.3
    0.6
    73Yvonne
    P049
    45.00
    96.92
    51.92
    0.19
    4.1
    0.3
    0.1
    na*P049
    82.25
    84.50
    2.25
    3.54
    40.6
    0.6
    0.1
    48Yvonne
    P050
    37.00
    38.40
    1.40
    5.20
    101.9
    1.7
    0.2
    80P050
    50.30
    72.48
    22.18
    -
    -
    0.6
    0.1
    na*Marta Sur
    P051
    42.00
    43.20
    1.20
    1.68
    16.0
    0.0
    0.0
    na*P051
    50.90
    51.90
    1.00
    1.55
    33.4
    0.0
    0.0
    na*Marta Sur
    P052
    66.80
    82.40
    15.60
    0.23
    21.0
    0.1
    0.0
    na*Marta Este
    P05-1
    33.80
    37.65
    3.85
    3.92
    91.6P05-1
    33.80
    35.20
    1.4
    7.35
    140.0Marta Este
    P05-5
    11.85
    14.50
    2.65
    1.22
    128.0Marta Este
    P05-6
    27.30
    28.87
    1.57
    0.49
    208.0Marta Este
    P05-7
    43.65
    46.95
    3.3
    0.53
    93.2Marta Este
    P05-10
    26.35
    36.00
    9.65
    0.41
    91.5P05-10
    31.15
    34.20
    3.05
    0.50
    149.8Marta Este
    P05-11
    43.90
    52.04
    8.14
    2.44
    158.7P05-11
    49.87
    52.04
    2.17
    5.89
    362.0Marta Este
    P05-12
    58.27
    60.34
    2.07
    2.84
    84.9Marta Este
    P05-12
    72.09
    73.50
    1.41
    0.87
    193.0Marta Este
    P05-13
    14.60
    17.74
    3.14
    1.22
    126.5Marta Este
    P05-14
    28.09
    30.70
    2.61
    2.50
    106.8Marta Este
    P05-14
    35.10
    37.80
    2.7
    4.87
    98.8Marta Este
    P05-15
    53.90
    56.18
    2.28
    1.51
    67.5Marta Este
    P05-16
    73.19
    76.00
    2.81
    3.83
    272.3Marta Este
    P05-17
    16.54
    18.60
    2.06
    0.44
    98.2Marta Este
    P05-21
    76.75
    77.15
    0.4
    12.43
    24.0Marta Este
    P05-23
    43.78
    44.23
    0.45
    3.89
    131.9Marta Este
    P05-23
    51.08
    53.15
    2.07
    0.79
    164.9Marta Este
    P05-24
    32.00
    33.90
    1.9
    8.19
    916.7Marta Este
    P05-25
    14.00
    17.38
    3.38
    1.14
    525.9Marta Este
    P05-26
    23.00
    25.40
    2.4
    2.26
    620.3Marta Este
    P05-26
    29.15
    32.00
    2.85
    0.70
    201.3Marta Este
    P05-27
    49.20
    52.00
    2.8
    1.09
    411.8Marta Este
    P05-28
    14.15
    17.00
    2.85
    0.41
    324.8Marta Este
    P05-29
    33.50
    35.07
    1.57
    0.14
    393.7Marta Este
    P05-29
    37.14
    39.05
    1.91
    0.36
    523.4Marta Este
    P05-31
    43.60
    46.50
    2.9
    0.56
    509.3Marta Este
    P05-32
    28.30
    37.10
    8.8
    0.90
    1094.9


---

- 19 -

Name of ZoneHole
    From
    To
    *Length
    Gold
    Silver
    Zinc
    Lead
    IndiumID
    m
    m
    m
    g/t
    g/t
    %
    %
    g/tMarta Este
    P05-40
    37.20
    41.71
    4.51
    0.50
    168.2P05-40
    40.20
    41.71
    1.51
    1.16
    375.0Marta Este
    P05-41
    47.25
    58.95
    11.7
    0.55
    134.6P05-41
    57.50
    58.95
    1.45
    1.15
    175.0Marta Este
    P05-44
    47.00
    51.65
    4.65
    2.62
    37.6P05-44
    56.64
    62.50
    5.86
    4.79
    23.6P05-44
    57.25
    59.90
    2.65
    8.69
    37.2


Physiography

The property is located in the Sub-Andean Patagonia
geographical region, which lies south of Rio Colorado, east of the Andes
Mountains to the Atlantic Ocean, and north of the Straits of Magellan in
southern Argentina. Patagonia includes the provinces of Neuquén, Rio Negro,
Chubut, and Santa Cruz.

The topography is flat to undulating plateaus cut by small,
frequently dry streams and dotted with closed basins holding temporary lakes and
springs. The average elevation of the property is approximately 400 meters above
mean sea level.

Vegetation is typically stunted with hardy shrubs, low trees,
and hardy grasses suited for the semi-desert climate. Animals include herds of
guanco (an American camel), flocks of ñandu (an American ostrich), mountain
lion, rabbit or hare, red fox, several flightless birds, and a variety of
migrant birds.

Accessibility

National Route 3 is the major paved provincial highway in
southeastern Argentina. It parallels the Atlantic coast and connects the major
regional centers Comodoro Rivadavia and Rio Gallegos. Both centers are served by
daily flights from Buenos Aires. The nearest city to the property, Puerto San
Julian is located on the Atlantic coast 160 kilometers southeast of the
property. It is 250 kilometers south of Comodoro Rivadavia and 400 kilometers
north of Rio Gallegos along National Route 3.

Vehicle access to the property is via National Route 3 to the
village of Tres Cerros, which is about 140 kilometers north of Puerto San
Julian. The graveled (ripio) Provincial Route 87 goes west from Tres Cerros for
40 kilometers where it meets Provincial Route 75 that heads northwest for 21
kilometers. The local road turns north for 16 kilometers to the estancia El
Piche. A single lane gravel road continues another 12 kilometers west to give
access to the project area. Within the property, gravel and dirt roads provide
good access to most areas of the property. In winter or during infrequent
rainstorms, four-wheel drive is necessary.

The property covers several estancias (sheep ranches), some
abandoned, located in the central part of Santa Cruz Province, particularly El
Piche.

Infrastructure

There are no nearby power lines or telecommunication lines. A
natural gas transmission line is located within 65 kilometers east of the
property, passing just west of Puerto San Julian. The main economic activity is
sheep farming. The Cerro Vanguardia gold and silver mine and mill site, operated
by a subsidiary of Anglo Gold, is located approximately 48 kilometers southeast
from the center of the Pinguino property. The technical college at Puerto San
Julian has introduced technical training for the mining industry to increase the
capacity of the local workforce.

---

- 20 -

Budget

We estimate that our proposed exploration program on the
Pinguino property will cost approximately $2,803,000 over the 12 month period
ending April 30, 2009. Our goal during this period will be the expansion of
geophysical coverage on the property and continued drill testing of geophysical
anomalies along the Marta vein and subsidiary veins. Our success to date in
correlating geophysical anomalies with high sulphide base metal mineralization
is encouraging as we plan future exploration work.

There are no known reserves on the Pinguino property and any
proposed program by us is exploratory in nature. We have not conducted any
significant exploration activities on the Pinguino property. We plan to review
these mineral claims and, if warranted, undertake further exploration
activities. We are presently in the exploration stage and there is no assurance
that a commercially viable mineral deposit, a reserve, exists in the Pinguino
property until further exploration is done and a comprehensive evaluation
concludes economic and legal feasibility.

Santa Cruz Properties

Acquisition

We own interests in 15 additional mineral claims in the Santa
Cruz Province of Argentina that form two groups, or properties. We refer to one
of these groups of mineral claims, consisting of 10 claims, as the Santa Cruz
properties. We refer to the remaining five mineral claims as the El Condor
property. These claims collectively cover approximately 55,027 hectares.

The Santa Cruz Properties are described as follows:

Property Name
    Expediente No.
    Registered Holder
    Claim Type
    Size(File No.)
    
    
    (Hectares)Manifestacion deDiamante 1
    407.929/03
    SCRN Properties Ltd.
    Descubrimiento
    2,900Manifestacion deDiamante 2
    407.928/03
    SCRN Properties Ltd.
    Descubrimiento
    2,850CV Norte
    407.935/03
    SCRN Properties Ltd.
    Cateo
    6,355Manifestacion deCV 1
    407.931/03
    SCRN Properties Ltd.
    Descubrimiento
    3,000Manifestacion deCV2
    407.930/03
    SCRN Properties Ltd.
    Descubrimiento
    3,000Manifestacion deCV 3
    407.932/03
    SCRN Properties Ltd.
    Descubrimiento
    3,000La Leona
    407.220/03
    SCRN Properties Ltd.
    Cateo
    6,800Cerro Contreras
    407.182/03
    SCRN Properties Ltd.
    Cateo
    9,750Manifestacion deNuevo Oro 1
    407.933/03
    SCRN Properties Ltd.
    Descubrimiento
    2,903Manifestacion deNuevo Oro 2
    407.934/03
    SCRN Properties Ltd.
    Descubrimiento
    2,951


The Diamante 2, CV Norte, CV 1, CV 3, La Leona, Cerro
Contreras, and Nuevo Oro 1 and Nuevo Oro 2 were acquired by us pursuant to the
terms of a mineral property acquisition agreement dated February 24, 2004
between us and Christopher Dyakowski, our former President, Chief Executive
Officer, Chief Financial Officer, Secretary and a former director. We refer to
this group of claims as the Dyakowski property.

As consideration for the Dyakowski property, we issued to Mr.
Dyakowski, subject to escrow and return to treasury conditions, a total of
833,333 shares of our common stock. As the result of a March 15, 2004 share
dividend, these 833,333 shares were increased to 2,499,999 shares. Under the
agreement, these shares were to be returned to treasury if we did not commence
work on the Dyakowski property, the Pinguino property and a third property (see

---

- 21 -

discussion of the SCRN property, below) on or before April 30,
2004. As we commenced our work program prior to April 30, 2004, these 2,499,999
shares were not returned to treasury at that time. Under the agreement, these
shares were to continue to be held in escrow and released to Mr. Dyakowski, if
at all, in installments over a period of time and upon the occurrence of certain
events. These escrow provisions were subsequently deleted, and the number of
shares to be released to Mr. Dyakowski was reduced, pursuant to the terms of a
Restated Amendment to Mineral Property Acquisition Agreements dated as of August
8, 2005.

We acquired the Diamante 1 and CV2 Manifestacions de
Descubrimiento pursuant to a mineral property acquisition agreement dated
February 20, 2004 with Storm Cat Energy Corp., whereby we also acquired three
additional manifestations of discovery located in the Rio Negro Province of
Argentina and discussed at page 48, below, under the heading Rio Negro
Properties. We paid to Storm Cat Energy Corp. the sum of approximately
$7,528 for all of these manifestations of discovery. At the time of this
acquisition in February, 2004, Storm Cat Energy Corp. was an affiliate of
Christopher Dyakowski, our former President, Chief Executive Officer, Chief
Financial Officer, Secretary and director.

Our El Condor property is described as follows:

Property Name
    Expediente No.
    Registered Holder
    Claim Type
    Size(File No.)
    
    
    (Hectares)El Condor
    406877/CID/03
    SCRN Properties Ltd.
    Cateo
    10,000Condor Manifestacion de
    
    
    Manifestacion deDescubrimiento (1)
    414.085/Palacios/00
    SCRN Properties Ltd.
    Descubrimiento
    1,500Condor Pertinencia 1 (2)
    N/A
    SCRN Properties Ltd.
    Pertinencias
    6Condor Pertinencia 2 (2)
    N/A
    SCRN Properties Ltd.
    Pertinencias
    6Condor Pertinencia 3 (2)
    N/A
    SCRN Properties Ltd.
    Pertinencias
    6


| | (1) | Contained within the area of the Condor manifestacion de
      descubrimiento and the El Condor cateo.
| | --- | ------------------------------------------------------------------------------------------------------
| | (2) | Contained within the area of the El Condor
  cateo.                                                   

We acquired the El Condor property pursuant to a mineral
property acquisition agreement dated February 20, 2004 between our company and
San Telmo Energy Ltd. As consideration for the Condor property we paid to San
Telmo Energy Ltd. the sum of approximately $7,528. The Condor property is
subject to a 2% net smelter returns royalty in favor of San Telmo Energy Ltd. We
have the right to repurchase one half of this royalty for approximately $874,200
(CAD$1,000,000) and all of this royalty for approximately $1,748,000
(CAD$2,000,000). At the time of this acquisition in February, 2004, San Telmo
Energy Ltd. was an affiliate of Christopher Dyakowski, our former President,
Chief Executive Officer, Chief Financial Officer, Secretary and director.

There are no maintenance fees to be paid on a cateo or on a manifestation
  of discovery, but there are semi-annual fees charged to maintain a pertinencia.
  We are current in the payment of all maintenance fees on that portion of our
  El Condor property comprised of pertinencias.

There are no known commercially viable mineral resources (known
as a reserve) on our Santa Cruz property or our El Condor property. Any
proposed program by us is exploratory in nature and we have not conducted any
significant exploration activities on these properties. We plan to review these
mineral claims and, if warranted, undertake further exploration activities but
we cannot give any assurance that either of these properties will warrant
further exploration activities.

Access

Access to our Santa Cruz and El Condor properties can be
initiated from Rio Gallegos, the capitol of Santa Cruz province, heading
north by road for approximately six hours to the community of Tres Cerro. From
there, a moderate amount of off-road travel is required to access the
properties. Relatively gentle terrain allows easy off-road travel. The map
reproduced below shows the location of our Santa Cruz and El Condor properties.

---

- 22 -



In May, 2004 we conducted reconnaissance prospecting and
limited soil sampling and geophysics on the El Condor property. Historical
results showed indications of visible gold within a small area and the
exploration program was directed to expand the area of potential mineralization
through geochemical and geophysical means. The anomalous geochemistry was spotty
and did not show a coherent pattern. Geophysics showed an extension of the
resistive material to depth. No further work has been carried out on El Condor.

On the Santa Cruz property, we have focused on reconnaissance
prospecting, which we have conducted simultaneously with the drill program on
our Pinguino property. Truck-based prospecting covered a number of properties
and rock samples were collected in a number of prospective sites. A number of
these samples have returned anomalous gold values but further work is warranted.
No significant field work has been conducted on these Manifestacions de
Descubrimiento.

History

A cateo covering the Condor property was originally registered
by Mr. Dyakowski as bare trustee for San Telmo Energy Ltd. in November 1998. In
early 1999 San Telmo Energy Ltd. conducted a minor work program on the property
consisting of general prospecting and grab sampling. In 2000 San Telmo Energy
Ltd. filed the Condor manifestacion de descubrimiento and, in 2003, it surveyed
and filed the Condor Pertinencias 1, 2 and 3 and re-filed the El Condor cateo.

---

- 23 -

Regional Geology

Our Santa Cruz properties are located in the Patagonia region
of southern Argentina in a physiographic province referred to as the Deseado
Massif. This area is in part underlain by continental Jurassic felsic
ignimbrites, megabreccias, pyroclastic flows, tuffs and volcanic flows. Local
stratigraphy is comprised of Roca Blanca (Lower Jurassic), Bajo Pobre
(Mid-Jurassic) and Chon Aike (Mid-Upper Jurassic).

Budget

We estimate that preliminary exploration programs on our Santa
Cruz properties will cost approximately $22,000 with the goal of determining
whether subsequent exploration is warranted. This proposed preliminary
exploration program may include prospecting of northwest-trending lineaments
together with geological mapping, soils and magnetometer surveys.

There are no known reserves on our Santa Cruz properties and
any proposed program by us is exploratory in nature. We have not conducted any
significant exploration activities on our Santa Cruz properties. We plan to
review these mineral claims and, if warranted, undertake exploration activities.
We are presently in the exploration stage and there is no assurance that a
commercially viable mineral deposit, a reserve, exists in our Santa Cruz
properties until further exploration is done and a comprehensive evaluation
concludes economic and legal feasibility.

Rio Negro Properties

Acquisition and Location

We own interests in three cateos and 15 manifestacions de
descubrimiento located in the Los Menucos epithermal gold district of Rio Negro
province. These Rio Negro properties cover 68,799 hectares and are described as
follows:

Property Name
    Expediente No.
    Registered Holder
    Claim Type
    Size(File No.)
    
    
    (Hectares)Manifestacion deCatre 1
    28.020-M-2.003
    SCRN Properties Ltd.
    Descubrimiento
    2,906Manifestacion deCatre 2
    28.030-M-2.003
    SCRN Properties Ltd.
    Descubrimiento
    2,940Mochas 1
    28.044-03
    SCRN Properties Ltd.
    Cateo
    9,450Mochas 2
    28.044-03
    SCRN Properties Ltd.
    Cateo
    9,959Mochas 3
    28.046-03
    SCRN Properties Ltd.
    Cateo
    9,877Manifestacion dePilquin 1
    28.031-M-2003
    SCRN Properties Ltd.
    Descubrimiento
    1,475Manifestacion dePilquin 2
    28.032-03
    SCRN Properties Ltd.
    Descubrimiento
    3,000Manifestacion dePilquin 3
    28.033-03
    SCRN Properties Ltd.
    Descubrimiento
    3,000Manifestacion dePilquin 4
    28.034-03
    SCRN Properties Ltd.
    Descubrimiento
    1,950Manifestacion dePilquin 5
    28.035-03
    SCRN Properties Ltd.
    Descubrimiento
    1,950Manifestacion dePilquin 6
    28.036-03
    SCRN Properties Ltd.
    Descubrimiento
    2,999Manifestacion dePilquin 7
    28.037-03
    SCRN Properties Ltd.
    Descubrimiento
    2,880Manifestacion dePilquin 8
    28.038-03
    SCRN Properties Ltd.
    Descubrimiento
    2,959Manifestacion dePilquin 9
    28.039-03
    SCRN Properties Ltd.
    Descubrimiento
    2,999Pilquin 10
    28.040-03
    SCRN Properties Ltd.
    Manifestacion de
    2,730


---

- 24 -

Property Name
    Expediente No.
    Registered Holder
    Claim Type
    Size(File No.)
    
    
    (Hectares)DescubrimientoManifestacion dePilquin 11
    28.041-03
    SCRN Properties Ltd.
    Descubrimiento
    1,840Manifestacion dePilquin 12
    28.042-M-2003
    SCRN Properties Ltd.
    Descubrimiento
    2,920Manifestacion dePilquin 13
    28.043-M-2003
    SCRN Properties Ltd.
    Descubrimiento
    2,965


The Catre 1 and Catre 2, Pilquin 2 and 3, and Pilquin 4 through
11 Manifestacion de Descubrimiento and the Mochas Cateos, which we have
sometimes referred to collectively as the SCRN property, belong to SCRN
Properties Ltd. We acquired all of the issued and outstanding shares of SCRN
Properties Ltd., pursuant to the terms of a share purchase agreement dated
February 24, 2004 with Christopher Dyakowski, our former President, Chief
Executive Officer, Chief Financial Officer, Secretary and director. Under this
share purchase agreement, Mr. Dyakowski sold to our company all of the issued
and outstanding shares of SCRN Properties Ltd. in exchange for a total of
833,333 shares of our common stock, which we issued to Mr. Dyakowski subject to
escrow and return-to-treasury conditions. As the result of a March 15, 2004
share dividend, these 833,333 shares were increased to 2,499,999 shares. Under
the agreement, these shares were to be returned to treasury if we did not
commence work on the Dyakowski property, the Pinguino property or the SCRN
property on or before April 30, 2004. As we commenced our work program prior to
April 30, 2004, these 2,499,999 shares were not returned to treasury at that
time. Under the agreement, these shares were to continue to be held in escrow
and released to Mr. Dyakowski, if at all, in installments over a period of time
and upon the occurrence of certain events. These escrow provisions were
subsequently deleted, and the number of shares to be released to Mr. Dyakowski
was reduced, pursuant to the terms of a Restated Amendment to Mineral Property
Acquisition Agreements dated as of August 8, 2005.

On June 30, 2005, we entered into an amending agreement with
Christopher Dyakowski whereby we amended the mineral property acquisition
agreement dated as of February 24, 2004 pertaining to the Dyakowski properties,
the share purchase agreement dated as of February 24, 2004 pertaining to the
acquisition of all of the issued and outstanding shares of SCRN Properties Ltd.,
and an Escrow Agreement dated as of March 4, 2004. This amending agreement was
restated August 8, 2005. In the restated amending agreement we agreed to release
the 4,999,998 common shares of our company that were being held in escrow
pursuant to the SCRN share purchase agreement and the Dyakowski mineral property
acquisition agreement (each as to 2,499,999 common shares). Under the terms of
the release, 4,749,998 of these shares were released to our company for
cancellation, and the balance of 250,000 shares were released to Mr. Dyakowski
as payment in full for the transfer of the Dyakowski property mineral claims and
the shares of SCRN Properties Ltd. Under the amending agreement, Mr. Dyakowski
continued to be responsible to complete the registration of legal title to all
of the mineral properties in the name of our wholly-owned subsidiary, SCRN
Properties Ltd.

The Pilquin 1, 12 and 13 manifestations of discovery were
acquired pursuant to our mineral property acquisition agreement dated February
20, 2004 with Storm Cat Energy Corp., discussed above, at page 46, in which we
also acquired two additional manifestations of discovery located in Santa Cruz
province.

The cateos and manifestations of discovery comprising our Rio
Negro properties are registered in the name of our wholly-owned subsidiary, SCRN
Properties Ltd. There are no maintenance fees to be paid on a cateo or on a
manifestation of discovery.

There are no known reserves on our Rio Negro properties and any
proposed program by us is exploratory in nature.

Access

Our Rio Negro properties can be accessed from Viedma, the
capitol of the Rio Negro province, which is approximately 450 kilometers to the
east or from Neuquen, approximately 300 kilometers to the north. Well-

---

- 25 -

maintained provincial highways access the community of Los
Menucos, which is located in the heart of our Rio Negro properties. The location
of our Rio Negro properties is as shown on the map below:



Our Work on the Rio Negro Properties to Date

During regional prospecting of our SCRN  property, we discovered two new epithermal style veins located on the claim  described as Pilquin 9, with each vein being over 1,640 feet (500 meters) in  length. Broken exposures of quartz vein breccias, crustiform quartz layers and  chalcedonic quartz were evident along their estimated strike length. One vein  had a strike length of approximately 1500 meters and seven selected samples  were taken over that distance to test the vein. The second vein has a strike  length of approximately 870 meters with six selected samples collected along  that strike length. The analytical results of the 13 rock samples collected are  displayed in the following table:

|ELEMENT                            | Mo     | Cu    | Pb    | Zn   | As   | Sb   | Ag   | Au   
|---------------------------------- | ------ | ----- | ----- | ---- | ---- | ---- | ---- | -----
|SAMPLES                            | ppm    | ppm   | ppm   | ppm  | ppm  | ppm  | ppm  | ppm  
|Seven samples on Pilquin 9 vein #1
|118918                             | 25.87  | 4.08  | 3.82  | 2.6  | 1.7  | 0.33 | 1.15 | 0.014
|118919                             | 61.07  | 6.83  | 5.99  | 10.4 | 3.7  | 0.6  | 0.70 | 0.012
|118920                             | 11.53  | 5.42  | 7.71  | 7.4  | 11.6 | 0.54 | 0.26 | 0.009
|118921                             | 12     | 7.95  | 6.58  | 3    | 6.8  | 0.37 | 1.14 | 0.059
|118922                             | 56.43  | 5.01  | 4.47  | 3.1  | 5.7  | 0.56 | 0.54 | 0.005
|118923                             | 14.59  | 5.01  | 3.93  | 2.8  | 3.3  | 0.32 | 0.67 | 0.003
|118924                             | 113.28 | 4.8   | 3.26  | 2.2  | 2.5  | 0.33 | 1.40 | 0.022
|Six samples on Pilquin 9 vein #2  
|
|118911                             | 4.98   | 7.42  | 6.38  | 11.5 | 3.6  | 0.45 | 0.16 | 0.022
|118912                             | 6.64   | 20.49 | 55.98 | 24.5 | 9.8  | 1.07 | 6.66 | 0.061
|118913                             | 5.76   | 10.53 | 12.56 | 22.8 | 14.1 | 0.62 | 0.58 | 0.013
|118914                             | 15.64  | 9.76  | 6.02  | 8.3  | 12   | 0.54 | 3.92 | 0.071
|118915                             | 16.48  | 7.1   | 9.02  | 7.3  | 20.4 | 0.91 | 0.87 | 0.035
|118916                             | 5.15   | 7.16  | 6.41  | 13.6 | 4.5  | 0.52 | 0.81 | 0.009

*Sample Preparation:  Crush 1  kg to 80% passing 10 mesh, split 250g and pulverize to 85% passing 200 mesh.*

*Analysis:  Group 1F-MS  Ultratrace by ICP Mass Spec.*

ICP Mass Spec analysis of a 0.5, 15 or 30g  sample after Aqua Regia digestion for low to ultra-low determinations on soils,  sediments and lean rocks. Larger splits (15 or 30 g) give a more representative  analysis of elements subject to nugget effect (e.g. Au).  Au solubility can be limited in refractory and  graphitic samples. Sample minimum 1 g pulp.

*Quality  assurance and Quality Control*

Samples selected for analysis are sent to Acme  Analytical Laboratories’ sample preparation lab in Mendoza, Argentina.  From there sample pulps are sent to Santiago, Chile  for fire assay gold analysis and to Vancouver,   Canada for  Group 1DX multi-element MS-ICP analysis.   Samples with over-limit zinc, lead, silver and/or copper are reanalyzed  using an ore-grade high detection limit 7AR analysis, also conducted in Vancouver.  Acme Analytical Laboratories is an accredited  ISO 9000:2001 full-service commercial laboratory with its head office in Vancouver.  Referee analyses will be carried out by Alex  Stewart (assayers) Argentina S.A. in Mendoza,   Argentina.  Argentex, Acme and Alex Stewart all maintain comprehensive  and independent Quality Control/Quality Assurance programs.  This includes repeat and duplicate analyses  on a regular basis as well as insertion of commercial standards by the  analytical labs and field blanks by the company into the sample stream.

---

- 26 -

Reconnaissance  rock samples collected for analysis are described as part of the geologist’s  field notes, with gauss kruger coordinates recorded to mark the exact location  for each sample in the field. The location of these sample locations are  typically plotted on reconnaissance level satellite image base maps which  become part of the permanent record.  In  the field samples are place in 6 mil plastic bags, and carried back to the main  field camp.

Drill  core is collected directly from the drilling location by the supervising  geologists on site. The boxes of HQ core are deposited at the core logging area  where RQD and recovery measurements are recorded by technicians. The core is  then reviewed by a geologist and marked up for sample intervals. Technicians in  camp take each marked up core box and extract marked up core and proceed to  diamond saw each marked piece into two halves. One half goes back in the core  box to remain part of the permanent record and the other half goes into the  appropriate sample bag with a single tag within a continuous series of  pre-printed double-tagged analytical receipts. The booklet retains the  duplicate tag with the appropriate hole and footage information. This  information is also collected into the computerized digital log of the hole.

In  camp, approximately 10 -15 plastic rock samples or 30-40 soil bags are placed  within a larger white rice sack which is ziplocked shut and the samples series  numbers attached. The sample series contained within the entire shipment is  printed out onto sheets, placed within a manila envelope and sealed within the  leading rice sack of a shipment.

Shipments  are trucked out of the main exploration camp by independent contractors who  backhaul them when bringing in food and supplies to the camp.  They take the rice sacks to their secure depot  in the town of Puerto San Julian.  On a weekly basis or as appropriate, a transport truck is loaded with samples  and they are transported directly to Acme Analytical Labs in Mendoza City,  Mendoza Province, Argentina.  Acme notifies the company by email when sample  shipments arrive and the sample numbers received.

*Current  Exploration Plans for other Santa Cruz  Properties and Rio Negro Properties:*

The  primary focus of our exploration activities in Argentina has been the Pinguino  property, which is the only location where we have carried on continuing and  intensive exploration activities.

Our  other Santa Cruz  properties are also located within a physiographic region known as the Deseado  Massif, which was the locus of Jurassic extensional tectonic activity. The  resulting graben and half graben structures, northwest trending regional  structural grain and rhyolitic pyroclastic and flow volcanism produced a  favorable environment for brittle vein formation. The Deseado Massif is the  host region for the large majority of precious metal vein occurrences, deposits  and operating mines in the province   of Santa Cruz.

The  geology underlying the Santa Cruz  properties are prospective for exploration because of the rock type and the  structural history of the region.

Within  the province of Rio Negro, a similar physiographic  region, the Somuncura Massif, is the host for a large number of mineral occurrences  but there is only a short history of exploration in this area and there are  currently no operating metal mines in the region. Each of the properties are  still in the very early stage of exploration with little comprehensive work  completed to date.  Therefore, more  preliminary assessment (prospecting and geological mapping) is required before  more definitive work is conducted.

The  geology underlying the Rio Negro properties  are prospective for exploration because of the rock type and the structural  history of the region.

There  are no current plans to conduct further exploration on our early stage Rio  Negro or Santa Cruz  properties at this time.



---

- 27 -

Our  field exploration personnel in Argentina  is headed by Dr Diego Guido, an associate professor at La Plata University  in Buenos Aries province. He is a twelve year veteran of exploration activity  in the Deseado Massif where he completed his doctoral thesis . He has a  considerable consulting history of clients within Patagonia  which includes major mining and junior exploration companies.  He is a senior researcher at INREMI, the  Argentine geological survey and has a number of published geological papers  regarding  economic and academic topics  in the Deseado Massif.

Regional Geology

The Los Menucos district has significant concentrations of
advanced argillic-altered Choiyoy-age ignimbrites and rhyolites. The most
favourable rocks for mineralization in the Somuncura Massif region of Rio Negro
appear to be the PermoTriassic Choiyoy Formation and equivalents, which are
intruded by younger plutons that are Tertiary and likely Miocene in age. In
addition to the epithermal targets, the Choiyoy volcanic rocks have the
potential to host porphyry copper-gold mineralization.

Numerous kaolin deposits in the Los Menucos area which are
being exploited for ceramic quality china clay, are believed to be related to
a strong northeast trend seen on remote sensing images. Much of this alteration
may be related to the intrusion of Permian rhyolite domes or other intrusive
bodies below the altered areas.

Budget

We estimate that preliminary exploration programs on our Rio
Negro property will cost approximately $87,000 with the goal of determining
whether subsequent exploration is warranted. This proposed preliminary
exploration program may include prospecting of northwest trending lineaments
together with geological mapping, soils and magnetometer surveys and is
currently being deferred pending results of our exploration work on the Pinguino
property.

There are no known reserves on our Rio Negro property and any
proposed program by us is exploratory in nature. We have not conducted any
significant exploration activities on our Rio Negro property. We plan to review
these mineral claims and, if warranted, undertake exploration activities. We are
presently in the exploration stage and there is no assurance that a commercially
viable mineral deposit, a reserve, exists in our Rio Negro property until
further exploration is done and a comprehensive evaluation concludes economic
and legal feasibility.

British Columbia Properties:

On March 31, 2006, we acquired five mineral tenures located
near the headwaters of Ruddock Creek in the Revelstoke area of British Columbia
for the sum of approximately $920 (CAD$1,053). The headwaters of Ruddock Creek
are located in the Scrip Range of the Monashee Mountains in southeast British
Columbia, approximately 100 kilometers north northwest of Revelstoke. Our five
mineral tenures originally covered approximately 2,501 hectares, or 6,180 acres,
of extremely mountainous terrain. During the year ended January 31, 2008, our
management concluded that exploration and maintenance of these Ruddock Creek
mineral properties was not warranted and made the decision to let these claims
expire at the end of their one-year tenure. Accordingly, these claims were
allowed to expire on March 25, 2007.

On April 14 and 15, 2008, we acquired 7 contiguous tenures in
the Pleasant Valley area of south-central British Columba, Canada known as the
Argie claim group. The Argie claim group consists of 1,964 hectares (4,852
acres) located approximately 16 kilometers (10 miles) northeast of the town of
Merritt, a driving distance of about 280kms [175mi] from Vancouver, BC.
Underlying the claim group is a series of strongly deformed Mesozoic
metavolcanics, metasediments and tonalites intruded by granitoid rocks of Early
Jurassic to Paleocene age. The claims were staked to encompass a large copper
soil anomaly in the western portion of the property, reported in 1972. The
recorded location of the Peacock showing falls in the southwestern edge of the
claim group, and consists of a series of quartz bodies with associated copper
mineralization. An extension of the Argie group includes the entire and
relatively unexplored Pleasant Valley area. We have not yet defined an
exploration program for this property but the focus would be to follow up the
copper anomalies, assesses the Peacock showing, and evaluate the mineral
potential of Pleasant Valley. The map below shows the location of the Argie
claim goup:

---

- 28 -



During the 12 months ending April 30, 2009, we intend to focus
our exploration activities almost entirely on our Pinguino property. We will
require a minimum of approximately $3,400,000 to proceed with our plan of
operation over the next 12 months, exclusive of any acquisition or development
costs but including administrative and exploration costs. We had cash in the
amount of $845,219 and working capital of $379,308 as of January 31, 2008. In a
series of private placements closed during the month of March, 2008, we raised
additional gross proceeds of $3,850,000 from the sale of equity securities. We
believe that cash on hand as of the date of filing of this annual report on Form
10-KSB is sufficient to fund our currently budgeted operating requirements for
the next 12 months. However, our budget could increase in response to field
conditions, drill results and other matters that cannot be currently anticipated
and we might find that we will need to raise additional funds in order to
properly address these items. We plan to raise any required funds through
private placement sales of our common stock but 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.

Item 3.        Legal
Proceedings.

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or

---

- 29 -

affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.

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

There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended January 31, 2008.

PART II

Item 5.        Market for
Common Equity and Related Stockholder Matters.

Our common stock is quoted on the Over-the-Counter Bulletin
Board under the name Argentex Mining Corporation and the symbol AGXM.

On March 17, 2004 our shares were listed for trading on the
Frankfurt Stock Exchange under the Symbol DEB.

On March 26, 2008 our shares were listed for trading on the TSX
Venture Exchange under the Symbol ATX. In order to comply with Canadian
securities laws, we have voluntarily halted trading of our shares on the TSX
Venture Exchange until July 28, 2008.

The following table reflects the high and low bid information
for our common stock for each fiscal quarter during the fiscal year ended
January 31, 2008 and 2007. The bid information was obtained from Stockwatch and
reflects inter-dealer prices, without retail mark-up, markdown or commission,
and may not necessarily represent actual transactions.

Quarter Ended(1)
    High
    LowJanuary 31, 2006
    $0.65
    $0.17April 30, 2006
    $1.75
    $0.54July
      31, 2006
    $1.68
    $0.92October 31, 2006
    $1.38
    $1.11January 31, 2007
    $1.81
    $1.23April 30, 2007
    $1.57
    $1.02July
      31, 2007
    $1.52
    $1.18October 31, 2007
    $1.40
    $0.98January 31, 2008
    $1.48
    $1.02


Our common shares are issued in registered form. Computershare
Trust Company, N.A., 350 Indiana Street, Suite 800, Golden, CO 80401 (Telephone:
303.340.0757; Facsimile: 303.243.4008) is the registrar and transfer agent for
our common shares. Our co-transfer agent, Computershare, Inc., is located on the
3rd Floor of 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9
(Telephone: 604.661.9400, Fax: 604.661.9401) . We have no other exchangeable
securities.

As of April 2, 2008, there were 88 holders of record of our
common stock. As of such date, 31,465,522 of our common shares were issued and
outstanding.

Dividend Policy

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings for use in our operations and the
expansion of our business.

---

- 30 -

Recent Sales of Unregistered Securities

On February 27, 2007, we issued 126,000 Units at a purchase
price of $1.20 per Unit to 12 non U.S. persons (as that term is defined in
Regulation S promulgated under the Securities Act) for gross proceeds of
$151,200. Each Unit consisted of one common share and one-half of one common
share purchase warrant. Each common share purchase warrant is exercisable into
one common share at a price of $1.85 per warrant share for a period of 24 months
from closing. Investors in this offering were introduced to our company by two
finders to whom we paid a fee consisting of cash and agents share purchase
warrants. One of the finders converted the cash portion of its fee into a
subscription for units, and we issued to this finder an additional 4,720 Units
(consisting of 4,720 common shares and 2,360 common share purchase warrants). We
issued an aggregate of 8,277 agents share purchase warrants to both finders.
Each of these finders is a non-U.S. person and all of the activities with
respect to this offering took place outside of the United States. All of the
Units and the agents share purchase warrants issued in this offering were
issued in an offshore transaction in which we relied on Regulation S and/or
Section 4(2) of the Securities Act.

On March 12, 2007, our President exercised 418,395 options to
purchase common shares and, accordingly, we issued 418,395 common shares to the
President of our company, who is not a U.S. person (as that term is defined in
Regulation S promulgated under the Securities Act). The stock options all had an
exercise price of $0.25 per share. Payment for the exercise of 376,739 of these
options was made by applying the outstanding balance of a debt due from our
company to our President evidenced by a promissory note made by our company on
July 1, 2007. At the date of exercise, we owed our president principal and
accrued interest of approximately $94,184.93 (CDN$104,175.34) . This promissory
note has now been canceled.

Payment for the balance of these options was made by applying
$10,414 due to our president for reimbursable expenses. In issuing the shares,
we relied on Regulation S and/or Section 4(2) of the Securities Act.

On April 2, 2007, our President exercised 248,271 options to
purchase common shares and, accordingly, we issued 248,271 common shares to the
President of our company, who is not a U.S. person (as that term is defined in
Regulation S promulgated under the Securities Act). Of the 248,271 stock options
48,271 had an exercise price of $0.25 per share and 200,000 had an exercise
price of $0.49 per share. In issuing the shares, we relied on Regulation S
and/or Section 4(2) of the Securities Act.

On April 13, 2007, we issued 900,000 share purchase warrants to
our President, Ken Hicks in connection with a consulting agreement dated April
13, 2007. Each share purchase warrant is exercisable into one common share at an
exercise price of $1.25 until April 13, 2012.

On May 11, 2007, we issued 150,000 share purchase options to a
consultant to our company at an exercise price of $1.35. These options have a
term of four years from the date of grant. These options are subject to vesting
provisions contained in the stock option agreement between our company and the
consultant which provide that, so long as consultant continues to provide
consulting services to our company, 37,500 options vested on May 11, 2007,
37,500 options shall vest on August 11, 2007, 37,500 options shall vest on
November 11, 2007; and the final instalment of 37,500 options shall vest on
February 11, 2008.

On May 11, 2007, we issued an aggregate of 150,000 shares of
our companys common stock to four consultants to our company located in
Argentina as an incentive bonus at a deemed price of $1.36. These consultants
are non-U.S. persons that work for our company in Argentina and the shares were
issued as an incentive bonus for services rendered at a deemed price of $1.35
per share. The price per share was determined by reference to the closing price
(last sale of the day) of our shares on the Over-The-Counter Bulletin Board on
May 10, 2007. In issuing these shares, we relied on Regulation S and/or Section
4(2) of the Securities Act.

On May 31, 2007, we issued 666,667 common shares as the result
of the exercise of 666,667 share purchase warrants at an exercise price of $0.40
per share. These share purchase warrants were issued in a private placement that
closed on July 25, 2005. The shares were issued to one non-U.S. Person (as that
term is defined in Regulation S) in an offshore transaction . In issuing these
shares, we relied on Regulation S and/or Section 4(2) of the Securities Act.

---

- 31 -

On June 7, 2007, we issued an aggregate of 2,738,356 shares of
our common stock to two investors (1,369,178 shares of common stock to each)
upon the conversion of two convertible debentures each of which was originally
issued by our company on March 21, 2006 (each investor held one convertible
debenture; each convertible debenture was in the principal amount of $500,000;
each debenture had accrued interest of $47,671.23 and each debenture was
convertible at a conversion price of $0.40 per share). All principal and
interest due under both of these convertible debentures was converted effective
May 31, 2007. Neither of these investors is a U.S. Person (as defined in
Regulation S) and the conversions occurred outside of the United States. In
issuing these shares, we relied on the exemption from registration provided by
Regulation S and/or Section 4(2) of the Securities Act.

On June 7, 2007, we issued 982,420 shares of our common stock
to one investor upon the conversion of all sums remaining due under a
convertible debenture that we originally issued December 22, 2004, as amended
April 18, 2006. This convertible debenture was originally in the principal
amount of $500,000 but $250,000 of the principal was previously converted on
April 18, 2006. The balance, in the amount of $250,000 in principal and accrued
interest of $44,726.03, was converted effective May 31, 2007 at a conversion
price of $0.30 per share. The investor converting this convertible debenture and
to whom we issued these shares of our common stock is not a U.S. Person (as
defined in Regulation S) and the conversion occurred outside of the United
States. In issuing these shares, we relied on the exemption from registration
provided by Regulation S and/or Section 4(2) of the Securities Act.

On July 4, 2007, we sold 1,800,000 Units at a purchase price of
$1.15 per Unit, for gross proceeds of $2,070,000 to one qualified institutional
buyer (as defined in Rule 144A(1)(a) promulgated under the Securities Act of
1933, as amended. Each Unit consisted of one common share and one-half of one
common share purchase warrant. Each whole common share purchase warrant is
exercisable into one common share at a price of $1.50 per warrant share for a
period of 24 months from closing. The securities were issued in a private
placement to one (1) U.S. qualified institutional buyer and we relied on the
exemption from registration provided by Section 4(2) of the Securities Act.

On August 7, 2007, we issued 180,000 units to a finder in
payment of a finders fee due pursuant to a finders fee agreement dated July
27, 2007. Each Unit consisted of one common share and one-half of one common
share purchase warrant. Each whole common share purchase warrant is exercisable
into one common share at a price of $1.50 per warrant share until July 4, 2009.
This finders fee was paid for services rendered by the finder, a registered
broker-dealer, for services rendered in connection with a private placement with
a qualified institutional buyer that we completed on July 4, 2007.

On November 13, 2007, we issued 100,000 stock options to a
member of our advisory board. These options were issued pursuant to our 2007
Stock Option Plan with an exercise price of $1.13 per share and a term of five
(5) years. These stock options are not exercisable until the 2007 Stock Option
Plan approved by our board of directors has been approved by the TSX Venture
Exchange and by our shareholders and the grant of the stock options has been
approved by the TSX Venture Exchange.

On March 20, 2008, we sold 2,116,000 units to 13 investors in
the first tranche of an offshore brokered private placement at a purchase price
of $1.25 per unit, raising gross proceeds of $2,645,000. Each unit consists of
one common share and one-half of one non-transferable share purchase warrant
exercisable at $1.60 for a period of 18 months. The offer and sale of these
units occurred outside of the United States. All 13 investors were accredited
investors. Three of the thirteen investors were U.S. persons and in selling
these units we relied on the exemption from the registration requirements of the
Securities Act of 1933 provided by Rule 506 of Regulation D promulgated
thereunder. The balance of these investors were not U.S. persons and in selling
these units we relied on the exemption from the registration requirements of the
Securities Act of 1933 provided by Rule 903 of Regulation S promulgated
thereunder. We paid a cash commission of $185,180 to an agent for services
rendered in the transaction. The agent applied $92,500 of this cash commission
towards the purchase of an additional 74,000 units (issued for the same unit
price and on the same terms as the units issued to the thirteen purchasers in
the brokered private placement). The agent is a licensed broker dealer, an
accredited investor and is not a U.S. person and, in issuing these units we
relied on the exemption from the registration requirements of the Securities Act
of 1933 provided by Rule 903 of Regulation S promulgated thereunder. Also on
March 20, 2008, we issued an aggregate of 190,440 agents warrants to the agent
and a co-operating broker as a commission for the proceeds raised by the agent
and the co-operating broker in the first tranche of the brokered private
placement. Each agents warrant entitles the holder to purchase one common share
of our company at an exercise price of $1.30 for a period of 18 months. Each of
the agents is a licensed broker dealer and neither of them is a U.S. person and,
in issuing these

---

- 32 -

agents warrants we relied on the exemption from the
registration requirements of the Securities Act of 1933 provided by Rule 903 of
Regulation S promulgated thereunder.

On March 25, 2008, we sold an additional 884,000 units to three
investors in the second tranche of the brokered private placement at a purchase
price of $1.25 per unit, raising gross proceeds of $1,105,000. The terms and
price of the transaction were identical to those in the first tranche - each
unit consisted of one common share and one-half of one non-transferable share
purchase warrant exercisable at $1.60 for a period of 18 months. All three
investors were accredited investors. One of the three investors was a U.S.
person and in selling these units we relied on the exemption from the
registration requirements of the Securities Act of 1933 provided by Rule 506 of
Regulation D promulgated thereunder. The balance of these investors were not
U.S. persons and in selling these units we relied on the exemption from the
registration requirements of the Securities Act of 1933 provided by Rule 903 of
Regulation S promulgated thereunder. We paid a cash commission of $77,350 to an
agent for services rendered in the closing the second tranche of this
transaction. Also on March 25, 2008, we issued an aggregate of 79,560 agents
warrants to the agent and a co-operating broker as a commission for the proceeds
raised by the agent and the co-operating broker in the second tranche of the
brokered private placement. Each agents warrant entitles the holder to purchase
one common share of our company at an exercise price of $1.30 for a period of 18
months. Each of the agents is a licensed broker dealer and neither of them is a
U.S. person and, in issuing these agents warrants we relied on the exemption
from the registration requirements of the Securities Act of 1933 provided by
Rule 903 of Regulation S promulgated thereunder.

On March 20, 2008, we sold 80,000 units to one investor at a
  purchase price of $1.25 per unit, raising gross proceeds of $100,000. The terms
  and price of this transaction were identical to the terms and pricing of the
  brokered private placement closed by our company on March 20 and 25, 2008, as
  described above, except that this sale of units was made in a non-brokered private
  placement. The investor is an accredited investor but is not a U.S. person (as
  defined in Regulation S), the offer and sale were made outside of the U.S. and
  in selling these units we relied on the exemption from the registration requirements
  of the Securities Act of 1933 provided by Rule 903 of Regulation S promulgated
  thereunder. We are obligated to pay a finders fee of $5,000 in cash to
  a finder who is also not a U.S. person.

On March 25,
  2008, we issued 25,000 share purchase warrants to the firm that acted as a sponsor
  for our company in connection with obtaining a listing on the TSX Venture Stock
  Exchange. Each of these share purchase warrants entitles the holder to purchase
  one share of our company’s common stock at a price of $1.34 until March
  25, 2009. The firm to which we issued these share purchase warrants is an accredited
  investor but is not a U.S. person (as defined in Regulation S), the offer and
  sale occurred outside of the U.S. and in issuing these share purchase warrants
  we relied on the exemption from the registration requirements of the Securities
Act of 1933 provided by Rule 903 of Regulation S promulgated thereunder.

Equity Compensation Plan Information

We have no long-term incentive plans other than the stock
option plans described below.

Stock Option Plans

On February 16, 2005 our board of directors approved our 2005
Incentive Stock Plan, or 2005 Incentive Plan. Under the 2005 Incentive Plan,
options may be granted only to our directors, officers, employees and
consultants as determined by our board of directors. Pursuant to the Plan, we
reserved for issuance 2,500,000 shares of our common stock. As at January 31,
2008, there were 10,000 shares of our common stock still available for future
grant under the plan.

On November 10, 2007, our directors adopted our 2007 Stock
Option Plan. Our 2007 Stock Option Plan permits our company to issue up to
5,662,310 shares of our common stock to directors, officers, employees and
consultants of our company. The form of the 2007 Stock Option Plan is subject to
approval by the TSX Venture stock exchange, with which we have filed an
application for a listing, and to the approval of our stockholders.

On November 13, 2007, we issued 100,000 stock options to a
member of our advisory board. These options were issued pursuant to our 2007
Stock Option Plan with an exercise price of $1.13 per share and a term of five
(5) years. These stock options are not exercisable until the 2007 Stock Option
Plan has been approved by the TSX Venture Exchange and by our shareholders and
the grant of the stock options has been approved by the TSX Venture Exchange.

As of January 31, 2008, there were 5,562,310 shares of our
common stock still available for future grant under the 2007 Stock Option Plan.

---

- 33 -

The following table summarizes certain information regarding
our equity compensation plans as at January 31, 2008:

Equity Compensation Plan Information

Plan
      category
    Number of
      securities to be issued upon exercise of
      outstanding options, warrants and rights
      (a)
    Weighted-average
      exercise price of outstanding options,
      warrants and rights (b)
    Number of securities
      remaining available for future issuance
      under equity compensation plans
      (excluding securities reflected in
      column (a)) (c)Equity compensation plans
      approved by security holders
    nil
    nil
    nil2005 Stock Option Plan (an equity
      compensation plan not approved by security holders)
    1,623,334
    $0.48
    10,0002007 Stock Option Plan (an
      equity compensation plan not approved by security holders)
    100,000(1)
    $1.13
    5,562,310Total
    1,723,334
    $0.52
    5,572,310


(1) ****These options may not be exercised until we have obtained the approval
of the 2007 Stock Option Plan by our shareholders.

Item
6. **Managements Discussion
and Plan of Operation.**

Overview

You should read the following discussion of our financial
condition and results of operations together with the audited financial
statements and the notes to audited financial statements included elsewhere in
this filing prepared in accordance with accounting principles generally accepted
in the United States. This discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those anticipated in these forward-looking statements.

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 and in the province of British Columbia, Canada. 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. We have concentrated
our recent exploration efforts on the Pinguino property and we intend to
continue to focus primarily on this property over the 12 month period ending
April 30, 2009, though we do plan to conduct some exploration on the balance of
our properties in Argentina. Over the next 12 months we intend to continue our
drill program to test known mineralization along strike and further down at
depth to investigate whether the mineralization that we have found to date
extends in these directions. We have targeted the Marta Centro and Marta Este
zones of our Pinguino property as our primary focus over this period.

There is no assurance that a commercially viable mineral
deposit exists on any of our properties, including our flagship Pinguino
property, or that we will be able to identify any mineral resource on any of
these properties that can be developed profitably. Even if we do discover
commercially exploitable levels of mineral resources on any of our properties,
which is unlikely, there can be no assurance that we will be able to enter into
commercial production

---

- 34 -

of our mineral properties. Our recent activities have focused
on our Pinguino property and it is our intent to continue to focus the bulk of
our exploration efforts on that property over the next 12 months.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
next twelve months.

Personnel Plan

We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officers or directors). We do and will
continue to outsource contract employment as needed.

General Administration

We anticipate spending approximately $468,000 on general and
administration costs over the next 12 months. These costs will consist primarily
of rent and facility support expenses, finance and administrative support,
compensation, legal fees, audit fees and investor relations.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

Our principal capital resources have been through the
subscription and issuance of common stock, although we have also used
stockholder loans and advances from related parties.

Cash Requirements

We estimate that we will spend approximately $468,000 on
general and administrative expenses and $2,932,000 on our exploration programs
and the maintenance of our mineral properties over the next 12 months. Our
working capital requirements may increase in response to our experience in the
field during our current drilling program, or if we identify, assess and acquire
one or more new exploration or development properties during the year. The
amount of the increase will depend, to a large extent, on the nature of the
reason for the increase, if any.

Based on our current plan of operations, we believe that we
have sufficient working capital to fund our budgeted expenditures over the next
12 months.

Specifically, we estimate our operating expenses and working
capital requirements for the next 12 months to be as follows:

Estimated Funding Required During the Next 12 MonthsExpense
    AmountMineral
      exploration expenses and holding costs
    $2,932,000Professional fees
    $131,000Investor relations
    $53,000Management fees
    $210,000Other general
      administrative expenses
    $74,000Total
    $3,400,000Cash on hand,
      March 31, 2008, estimated
    $3,445,000Estimated
      excess of cash over cash requirements
    $45,000


---

- 35 -

We recorded a net loss of $3,688,314 for the year ended January
31, 2008 and have an accumulated deficit of $9,892,799 since inception. As at
January 31, 2008, we had cash in the amount of $845,219. During the month of
March, 2008, we raised gross proceeds of $3,850,000 in a series of private
placements. At March 31, 2008, we had approximately $3,455,000 in cash. This is
$45,000 more than the $3,400,000 that our management anticipates spending on our
exploration and development programs and the anticipated costs associated with
our continuing operations over the next 12 months.

Revenue

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

Expenses

Our operating results for the years ended January 31, 2008,
2007 and 2006 and the changes between those periods for the respective items are
summarized as follows:

Year Ended January 31, 2008
      (audited)
    Year Ended January 31, 2007
      (audited)
    Change between period ended January
      31, 2008 and January 31, 2007Mineral exploration activities
    $1,518,813
    $1,056,045
    $462,766Stock-based
      compensation
    $1,130,676
    $527,092
    $603,584Other general & administrative
    $1,038,825
    $748,372
    $290.453


Liquidity and Financial Condition

Working Capital

|                          | Year Ended       | Year Ended       | Change between period 
|------------------------- | ---------------- | ---------------- | ----------------------
|                          | January 31, 2008 | January 31, 2007 | ended January 31, 2007
|                          | (audited)        | (audited)        | and January 31, 2006  
|Current Assets            | $875,795         | $901,835         | $(26,040)             
|Current
      Liabilities | $496,487         | $2,027,327       | $1,530,840            
|Working Capital (deficit) | $379,308         | $(1,125,492)     | $1,504,800            

Cash Flows

|                                        |                  |                  | Change between  
|--------------------------------------- | ---------------- | ---------------- | ----------------
|                                        |                  |                  | period ended    
|                                        | Year Ended       | Year Ended       | January 31, 2007
|                                        | January 31, 2008 | January 31, 2007 | and January 31, 
|                                        | (audited)        | (audited)        | 2006            
|Cash Flows used in Operating Activities | $(2,589,822)     | $(1,406,525)     | $(1,130,297)    
|Cash Flows used in Investing Activities | $(24,948)        | $(733)           | $(24,215)       
|Cash Flows provided by Financing        | $2,505,440       | $2,246,160       | $(259,280)      
|Activities                              |                  |                  |                 

---

- 36 -

|                                                    |                  |                  | Change between  
|--------------------------------------------------- | ---------------- | ---------------- | ----------------
|                                                    |                  |                  | period ended    
|                                                    | Year Ended       | Year Ended       | January 31, 2007
|                                                    | January 31, 2008 | January 31, 2007 | and January 31, 
|                                                    | (audited)        | (audited)        | 2006            
|Net Increase (Decrease) in Cash During
      Period | $(56,330)        | $838,902         | $(895,232)      

At January 31, 2008, our total assets were $901,858, which
consisted primarily of cash of $845,219, prepaid expenses of $30,576 and
equipment of $26.063.

Current liabilities for the year ended January 31, 2008
decreased by 76% as compared to the balance as at January 31, 2007, primarily as
a result of the conversion of convertible promissory notes to common stock and
the repayment of non-convertible promissory notes.

The principal components of the loss for the year ended January
31, 2008 were mineral property interests, stock-based compensation, consulting
fees, and office and sundry expenses.

Operating expenses for the year ended January 31, 2008 increased
  by 68% as compared to the comparative period in 2007 primarily as a result of
  increased expenditures on mineral property interests and stock-based compensation.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by managements
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financials.

Use of Estimates

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

Basic and Diluted Net Income (Loss) Per Share

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

Cash and Cash Equivalents

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

---

- 37 -

Mineral Properties

Cost of license acquisition, exploration, carrying and
retaining unproven mineral lease properties are expensed as incurred.

Financial Instruments

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

RECENTLY ENACTED ACCOUNTING STANDARDS

In September 2006, FASB issued SFAS No. 157 (SFAS 157), Fair
Value Measurements. Among other requirements, SFAS 157 defines fair value and
establishes a framework for measuring fair value and also expands disclosure
about the use of fair value to measure assets and liabilities. SFAS 157 is
effective for fiscal years beginning after November 15, 2007.

In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment
of FASB Statement No. 115. This pronouncement permits entities to choose to
measure eligible financial instruments at fair value as of specified dates. Such
election, which may be applied on an instrument by instrument basis, is
typically irrevocable once elected. SFAS 159 is effective for fiscal years
beginning November 15, 2007, and early application is allowed under certain
circumstances.

The adoption of these new pronouncements is not expected to
have a material effect on our companys consolidated financial position or
results of operations.

In December 2007, the FASB issued SFAS No. 141R, Business
Combinations which changes how business acquisitions are accounted. SFAS 141R
requires the acquiring entity in a business combination to recognize all (and
only) the assets acquired and liabilities assumed in the transaction and
establishes the acquisition-date fair value as the measurement objective for all
assets acquired and liabilities assumed in a business combination. Certain
provisions of this standard will, among other things, impact the determination
of acquisition-date fair value of consideration paid in a business combination
(including contingent considerations); exclude transaction costs from
acquisition accounting; and change accounting practices for acquired
contingencies, acquisition-related restructuring costs, in-process research and
development, indemnification assets and tax benefits. SFAS No. 141R is effective
for business combinations and adjustments to an acquired entitys deferred tax
asset and liability balances occurring after December 31, 2008. Our company is
currently evaluating the future impacts and disclosure of this standard.

In December 2007, the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statement, an amendment of
ARB No. 51, which establishes new standards governing the accounting for and
reporting of noncontrolling interests (NCI) in partially owned consolidated
subsidiaries and the loss of control of subsidiaries. Certain provisions of this
standard indicate, among other things, that NCIs (previously referred to as
minority interests) be treated as a separate component of equity, not as a
liability; that increases and decreases in the parents ownership interest that
leave control intact be treated as equity transactions, rather than as step
acquisitions or dilution gains or losses; and that losses of a partially owned
consolidated subsidiary be allocated to the NCI even when such allocation might
result in a deficit balance. This standard also requires changes to certain
presentation and disclosure requirements. SFAS No. 160 is effective beginning
January 1, 2009. The provisions of the standard are to be applied to all NCIs
prospectively, except for the presentation and disclosure requirements, which
are to be applied retrospectively to all periods presented. Our company is
currently evaluating the future impacts and disclosure of this standard.

In June 2006, the FASB issued interpretation No. 48,
Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109 (FIN 48). This interpretation prescribes a recognition
threshold and measurement attribute for tax positions taken or expected to be
taken in a tax return. This interpretation also

---

- 38 -

provides guidance on de-recognition, classification, interest
and penalties, accounting in interim periods, disclosure and transition. The
evaluation of a tax position in accordance with this interpretation is a
two-step process. In the first step, recognition, our company determines whether
it is more-likely-than-not that a tax position will be sustained upon
examination, including resolution of any related appeals or litigation
processes, based on the technical merits of the position.

The second step addresses measurement of a tax position that
meets the more-likely-than-not criteria. The tax position is measured at the
largest amount of benefit that is greater than 50 percent likely of being
realized upon ultimate settlement. Differences between tax positions taken in a
tax return and amounts recognized in the financial statements will generally
result in a) an increase in a liability for income taxes payable or a reduction
of an income tax refund receivable, b) a reduction in a deferred tax asset or an
increase in a deferred tax liability or c) both a and b. Tax positions that
previously failed to meet the more-likely-than-not recognition threshold should
be recognized in the first subsequent financial reporting period in which that
threshold is met. Previously recognized tax positions that no longer meet the
more-likely-than-not recognition threshold should be de-recognized in the first
subsequent financial reporting period in which that threshold is no longer met.
Use of a valuation allowance as described in FAS 109 is not an appropriate
substitute for the de-recognition of a tax position. The requirement to assess
the need for a valuation allowance for deferred tax assets based on sufficiency
of future taxable income is unchanged by this interpretation. This
Interpretation is effective for fiscal years beginning after December 15,
2006.

Our company will adopt these policies when required. The
implementation of these new standards is not expected to have a material effect
on our companys financial statements.

Item 7.        Financial
Statements.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

The following consolidated financial statements are filed as
part of this annual report:

| | Report of Independent
      Registered Public Accounting Firm, dated April 24, 2008                  
| | -----------------------------------------------------------------------------------------------------
| |                                                                                                      
| | Balance Sheet as at
      January 31, 2008                                                           
| |                                                                                                      
| | Statements of
      Operations for the years ended January 31, 2008 and 2007                         
| |                                                                                                      
| | Statements of Cash
      Flows for the years ended January 31, 2008 and 2007                         
| |                                                                                                      
| | Statement of
      Stockholders Equity (Deficit) for the years ended January 31, 2008 and
      2007
| |                                                                                                      
| | Notes to the Financial
      Statements                                                              

---

- 39 -













ARGENTEX MINING CORPORATION(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS 
  JANUARY 31, 2008 AND 2007

(Stated in U.S. Dollars)



---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of 
  Argentex Mining Corporation 
  (An exploration stage company)

We have audited the accompanying consolidated balance sheets
  of Argentex Mining Corporation (an exploration stage company) as at January
  31, 2008 and 2007 and the related consolidated statements of operations, cash
  flows, and stockholders equity for each of the two years in the period
  ended January 31, 2008 and the cumulative period from inception, December 21,
  2001 to January 31, 2008. These financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. The Company is not
  required to have, nor were we engaged to perform, an audit of its internal control
  over financial reporting. Our audits included consideration of internal control
  over financial reporting as a basis for designing audit procedures that are
  appropriate in the circumstances, but not for the purpose of expressing an opinion
  on the effectiveness of the Companys internal control over financial reporting.
  Accordingly, we express no such opinion. An audit includes examining, on a test
  basis, evidence supporting the amounts and disclosures in the financial statements.
  An audit also includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall financial statement
  presentation. We believe that our audits provide a reasonable basis for our
  opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  the Company as at January 31, 2008 and 2007 and the results of its operations
  and its cash flows for the years ended January 31, 2008 and 2007 and the cumulative
  period from inception, December 21, 2001 to January 31, 2008, in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As discussed
  in Note 1 to the financial statements, the Company has suffered recurring losses
  from operations, has negative cash flows, has a stockholders deficiency
  and is dependent upon obtaining adequate financing to fulfill its exploration
  activities. These factors raise substantial doubt about its ability to continue
  as a going concern. Managements plans in regard to these matters are also
  described in Note 1. The consolidated financial statements do not include any
  adjustments that might result from the outcome of this uncertainty.



|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|                  |                      
|April 24, 2008    | Chartered Accountants



---

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

|                                                                               |   | January 31, |   |   | January 31, |  
|------------------------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                                               |   | 2008        |   |   | 2007        |  
|                                                                               |   |             |   |   |             |  
|ASSETS                                                                         |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Current                                                                        |   |             |   |   |             |  
|Cash and cash equivalents                                                      | $ | 845,219     |   | $ | 901,549     |  
|Prepaid
      expenses                                                         |   | 30,576      |   |   | 286         |  
|                                                                               |   |             |   |   |             |  
|Total current
      assets                                                     |   | 875,795     |   |   | 901,835     |  
|                                                                               |   |             |   |   |             |  
|Property and Equipment (Note 3)                                                |   | 26,063      |   |   | 2,763       |  
|                                                                               |   |             |   |   |             |  
|                                                                               | $ | 901,858     |   | $ | 904,598     |  
|                                                                               |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                              |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Current liabilites                                                             |   |             |   |   |             |  
|Accounts payable and accrued
      liabilities                                 | $ | 496,487     |   | $ | 586,917     |  
|Convertible
      promissory notes (Note 5)                                    |   | -           |   |   | 1,250,000   |  
|Promissory note - due to
      related party (Note 6)                          |   | -           |   |   | 90,410      |  
|Promissory
      notes - other (Note 6)                                        |   | -           |   |   | 100,000     |  
|                                                                               |   | 496,487     |   |   | 2,027,327   |  
|                                                                               |   |             |   |   |             |  
|Stockholders' equity (deficiency)                                              |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Preferred stock, 100,000,000
      share authorized with a par value           |   |             |   |   |             |  
|of $0.001 (issued: January 31, 2008 - Nil: January 31, 2007
      - Nil)       |   | -           |   |   | -           |  
|Preferred stock,
      Series A convertible, 2,000 authorized with a par value |   |             |   |  
|of $0.001 (issued: January 31, 2008 - Nil: January 31,2007
      - Nil)        |   | -           |   |   | -           |  
|Common stock, 100,000,000
      shares authorized with a par value             |   | 28,311      |   |   | 20,997      |  
|of $0.001 (issued: January 31, 2008 - 28,311,553;                              |   |             |   |   |             |  
|January
      31, 2007 - 20,996,723)                                           |   |             |   |   |             |  
|Additional
      paid-in capital                                               |   | 10,269,859  |   |   | 4,978,759   |  
|Warrants                                                                       |   | -           |   |   | 82,000      |  
|Deficit
      accumulated during the exploration stage                         |   | (9,892,799  | ) |   | (6,204,485  | )
|                                                                               |   |             |   |   |             |  
|Total stockholders' equity (deficiency)                                        |   | 405,371     |   |   | (1,122,729  | )
|                                                                               |   |             |   |   |             |  
|Total liabilities and stockholders' equity (deficiency)                        | $ | 901,858     |   | $ | 904,598     |  

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

---

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

|                                          |   |             |   |   |             |   |   | Cumulative    |  
|----------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------- | -
|                                          |   |             |   |   |             |   |   | period from   |  
|                                          |   |             |   |   |             |   |   | Inception     |  
|                                          |   |             |   |   |             |   |   | (December 21, |  
|                                          |   | Year Ended  |   |   | Year Ended  |   |   | 2001) to      |  
|                                          |   | January 31, |   |   | January 31, |   |   | January 31,   |  
|                                          |   | 2008        |   |   | 2007        |   |   | 2008          |  
|                                          |   |             |   |   |             |   |   |               |  
|Expenses                                  |   |             |   |   |             |   |   |               |  
|Consulting fees                           | $ | 241,655     |   | $ | 268,143     |   | $ | 806,326       |  
|Depreciation                              |   | 1,648       |   |   | 893         |   |   | 3,057         |  
|Investor relations and communication      |   | 184,443     |   |   | 80,447      |   |   | 1,509,192     |  
|Mineral property interests (Note
      4) |   | 1,518,813   |   |   | 1,056,045   |   |   | 3,870,481     |  
|Office and sundry                         |   | 222,276     |   |   | 32,178      |   |   | 343,654       |  
|Rent                                      |   | 22,346      |   |   | 14,186      |   |   | 57,347        |  
|Professional fees                         |   | 188,282     |   |   | 195,624     |   |   | 653,944       |  
|Stock-based compensation                  |   | 1,130,676   |   |   | 527,092     |   |   | 1,822,289     |  
|Transfer
      agent fees                 |   | 21,626      |   |   | 10,418      |   |   | 83,525        |  
|Travel                                    |   | 159,375     |   |   | 15,171      |   |   | 217,095       |  
|                                          |   |             |   |   |             |   |   |               |  
|                                          |   | (3,691,140  | ) |   | (2,200,197  | ) |   | (9,366,910    | )
|Interest
      income (expense)           |   | 2,826       |   |   | (131,312    | ) |   | (525,889      | )
|                                          |   |             |   |   |             |   |   |               |  
|Net Loss                                  | $ | (3,688,314  | ) | $ | (2,331,509  | ) | $ | (9,892,799    | )
|                                          |   |             |   |   |             |   |   |               |  
|Basic and diluted
      loss per share    | $ | (0.15       | ) | $ | (0.12       | ) |   |               |  
|                                          |   |             |   |   |             |   |   |               |  
|Weighted average number                   |   |             |   |   |             |   |   |               |  
|of shares outstanding - basic and diluted |   | 25,004,109  |   |   | 19,536,548  |   |   |               |  

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

---

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

|                                                      |   |             |   |   |             |   |   | Cumulative   |  
|----------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------ | -
|                                                      |   |             |   |   |             |   |   | period from  |  
|                                                      |   |             |   |   |             |   |   | Inception    |  
|                                                      |   |             |   |   |             |   |   | (December    |  
|                                                      |   | Year Ended  |   |   | Year Ended  |   |   | 21, 2001) to |  
|                                                      |   | January 31, |   |   | January 31, |   |   | January 31,  |  
|                                                      |   | 2008        |   |   | 2007        |   |   | 2008         |  
|                                                      |   |             |   |   |             |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES                  |   |             |   |   |             |   |   |              |  
|Net loss                                              | $ | (3,688,314  | ) | $ | (2,331,509  | ) | $ | (9,892,799   | )
|Items not affecting cash:                             |   |             |   |   |             |   |   |              |  
|Depreciation                                          |   | 1,648       |   |   | 893         |   |   | 3,057        |  
|Stock-based
      compensation                        |   | 1,130,676   |   |   | 477,592     |   |   | 1,772,789    |  
|Shares issued to acquire
      mineral properties     |   | -           |   |   | -           |   |   | 3,500        |  
|Shares issued
      in payment of bonus               |   | -           |   |   | 49,500      |   |   | 52,160       |  
|Non-cash interest                                     |   | -           |   |   | -           |   |   | 333,333      |  
|Changes in assets and liabilities:                    |   |             |   |   |             |   |   |              |  
|Prepaid expenses                                      |   | (30,290     | ) |   | -           |   |   | (30,576      | )
|Accounts
      payable and accrued liabilities        |   | 49,458      |   |   | 396,999     |   |   | 636,375      |  
|Net cash used in operating activities                 |   | (2,536,822  | ) |   | (1,406,525  | ) |   | (7,122,161   | )
|                                                      |   |             |   |   |             |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES                  |   |             |   |   |             |   |   |              |  
|Issuance of convertible promissory
      notes        |   | -           |   |   | 1,000,000   |   |   | 1,500,000    |  
|Issuance of promissory notes                          |   | -           |   |   | 190,410     |   |   | 640,410      |  
|Repayment of promissory notes                         |   | (190,410    | ) |   | (450,000    | ) |   | (640,410     | )
|Proceeds from issuance of capital stock               |   | 2,695,850   |   |   | 1,505,750   |   |   | 6,496,500    |  
|Net cash provided by financing
      activities       |   | 2,505,440   |   |   | 2,246,160   |   |   | 7,996,500    |  
|                                                      |   |             |   |   |             |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES                  |   |             |   |   |             |   |   |              |  
|Acquisition of equipment                              |   | (24,948     | ) |   | (733        | ) |   | (29,120      | )
|Net cash used in investing activities                 |   | (24,948     | ) |   | (733        | ) |   | (29,120      | )
|                                                      |   |             |   |   |             |   |   |              |  
|Change in cash and cash equivalents                   |   |             |   |   |             |   |   |              |  
|during the period                                     |   | (56,330     | ) |   | 838,902     |   |   | 845,219      |  
|                                                      |   |             |   |   |             |   |   |              |  
|Cash and cash equivalents, beginning                  |   |             |   |   |             |   |   |              |  
|of period                                             |   | 901,549     |   |   | 62,647      |   |   | -            |  
|                                                      |   |             |   |   |             |   |   |              |  
|Cash and cash equivalents, end of period              | $ | 845,219     |   | $ | 901,549     |   | $ | 845,219      |  
|                                                      |   |             |   |   |             |   |   |              |  
|Cash paid for interest during the period              | $ | 5,161       |   | $ | 70,156      |   | $ | 75,677       |  
|                                                      |   |             |   |   |             |   |   |              |  
|Cash paid for income taxes during                     |   |             |   |   |             |   |   |              |  
|the period                                            | $ | -           |   | $ | -           |   | $ | -            |  
|                                                      |   |             |   |   |             |   |   |              |  
|Disclosure of non-cash financing activities           |   |             |   |   |             |   |   |              |  
|Notes and related accrued
      interest converted to |   |             |   |   |             |   |   |              |  
|stock                                                 | $ | 1,390,008   |   | $ | -           |   | $ | 1,390,008    |  

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

---

ARGENTEX MINING CORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSEQUITY(DEFICIENCY)PERIODFROMINCEPTION,DECEMBER31,
  2001, TOJANUARY31, 2008(Stated in U.S. Dollars)

|                                    |               |  |   |           |  |            |   |   |           |   |   |                 |   |   |          |  |   | Deficit     |   |   |               |  
|----------------------------------- | ------------- |  | - | --------- |  | ---------- | - | - | --------- | - | - | --------------- | - | - | -------- |  | - | ----------- | - | - | ------------- | -
|                                    | Number of     |  |   |           |  |            |   |   |           |   |   |                 |   |   |          |  |   | accumulated |   |   | Total         |  
|                                    | Preferred     |  |   |           |  | Number of  |   |   |           |   |   |                 |   |   |          |  |   | During the  |   |   | Stockholders' |  
|                                    | Shares Series |  |   |           |  | common     |   |   |           |   |   | Additional      |   |   |          |  |   | Exploration |   |   | Equity        |  
|                                    | A Convertible |  |   | Par Value |  | shares     |   |   | Par Value |   |   | Paid-in Capital |   |   | Warrants |  |   | Stage       |   |   | (Deficiency)  |  
|                                    |               |  |   |           |  |            |   |   |           |   |   |                 |   |   |          |  |   |             |   |   |               |  
|Balance, December 21, 2001          | -             |  | $ | -         |  |            |   | $ | -         |   | $ | -               |   | $ | -        |  | $ | -           |   | $ | -             |  
|(date of incorporation)             |               |  |   |           |  |            |   |   |           |   |   |                 |   |   |          |  |   |             |   |   |               |  
|Shares issued:                      |               |  |   |           |  |            |   |   |           |   |   |                 |   |   |          |  |   |             |   |   |               |  
|For cash at $0.001                  | -             |  |   | -         |  | 5,000,000  |   |   | 5,000     |   |   | -               |   |   | -        |  |   | -           |   |   | 5,000         |  
|For cash at $0.02                   | -             |  |   | -         |  | 4,620,000  |   |   | 4,620     |   |   | 87,780          |   |   | -        |  |   | -           |   |   | 92,400        |  
|Net loss                            | -             |  |   | -         |  | -          |   |   |           |   |   | -               |   |   | -        |  |   | (11,327     | ) |   | (11,327       | )
|Balance, January 31, 2002           | -             |  |   | -         |  | 9,620,000  |   |   | 9,620     |   |   | 87,780          |   |   | -        |  |   | (11,327     | ) |   | 86,073        |  
|Net loss                            |               |  |   |           |  |            |   |   |           |   |   |                 |   |   |          |  |   | (58,694     | ) |   | (58,694       | )
|Balance, January 31, 2003           | -             |  |   | -         |  | 9,620,000  |   |   | 9,620     |   |   | 87,780          |   |   | -        |  |   | (70,021     | ) |   | 27,379        |  
|Net loss                            | -             |  |   | -         |  | -          |   |   |           |   |   | -               |   |   |          |  |   | (31,390     | ) |   | (31,390       | )
|Balance, January 31, 2004           | -             |  |   |           |  | 9,620,000  |   |   | 9,620     |   |   | 87,780          |   |   | -        |  |   | (101,411    | ) |   | (4,011        | )
|Shares returned to treasury         |               |  |   |           |  | (4,600,000 | ) |   | (4,600    | ) |   | 4,600           |   |   | -        |  |   | -           |   |   | -             |  
|Shares issued:                      |               |  |   |           |  |            |   |   |           |   |   |                 |   |   |          |  |   |             |   |   |               |  
|For cash at $0.001                  | 2,000         |  |   | 2         |  | -          |   |   | -         |   |   | 1,997,498       |   |   | -        |  |   | -           |   |   | 1,997,500     |  
|To acquire a wholly-owned           |               |  |   |           |  |            |   |   |           |   |   |                 |   |   |          |  |   |             |   |   |               |  
|corporations                        | -             |  |   | -         |  | 833,333    |   |   | 833       |   |   | 32,500          |   |   | -        |  |   | -           |   |   | 33,333        |  
|To acquire a mineral
      property | -             |  |   | -         |  | 833,333    |   |   | 834       |   |   | 32,500          |   |   | -        |  |   | -           |   |   | 33,334        |  
|For stock dividend                  | -             |  |   | -         |  | 13,373,332 |   |   | 13,373    |   |   | (13,373         | ) |   | -        |  |   | -           |   |   | -             |  
|For a consulting
      agreement    | -             |  |   | -         |  | 200,000    |   |   | 200       |   |   | 2,460           |   |   | -        |  |   | -           |   |   | 2,660         |  
|Net loss                            | -             |  |   | -         |  | -          |   |   | -         |   |   | -               |   |   |          |  |   | (2,293,257  | ) |   | (2,293,257    | )
|Balance, January 31, 2005 -         |               |  |   |           |  |            |   |   |           |   |   |                 |   |   |          |  |   |             |   |   |               |  
|carried forward                     | 2,000         |  | $ | 2         |  | 20,259,998 |   | $ | 20,260    |   | $ | 2,143,965       |   | $ | -        |  | $ | (2,394,668  | ) | $ | (230,441      | )

---

ARGENTEX MINING CORPORATION(AnExplorationStageCompany)CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSEQUITY(DEFICIENCY)PERIODFROMINCEPTION,DECEMBER31,
  2001, TOJANUARY31, 2008(Stated in U.S. Dollars)

|                                         |               |   |   |           |   |            |   |   |           |   |   |                 |   |   |          |   |   | Deficit     |   |   |               |  
|---------------------------------------- | ------------- | - | - | --------- | - | ---------- | - | - | --------- | - | - | --------------- | - | - | -------- | - | - | ----------- | - | - | ------------- | -
|                                         | Number of     |   |   |           |   |            |   |   |           |   |   |                 |   |   |          |   |   | accumulated |   |   | Total         |  
|                                         | Preferred     |   |   |           |   | Number of  |   |   |           |   |   |                 |   |   |          |   |   | During the  |   |   | Stockholders' |  
|                                         | Shares Series |   |   |           |   | common     |   |   |           |   |   | Additional      |   |   |          |   |   | Exploration |   |   | Equity        |  
|                                         | A Convertible |   |   | Par Value |   | shares     |   |   | Par Value |   |   | Paid-in Capital |   |   | Warrants |   |   | Stage       |   |   | (Deficiency)  |  
|                                         |               |   |   |           |   |            |   |   |           |   |   |                 |   |   |          |   |   |             |   |   |               |  
|                                         |               |   |   |           |   |            |   |   |           |   |   |                 |   |   |          |   |   |             |   |   |               |  
|Balance, January 31, 2005                |               |   |   |           |   |            |   |   |           |   |   |                 |   |   |          |   |   |             |   |   |               |  
|brought forward                          | 2,000         |   | $ | 2         |   | 20,259,998 |   | $ | 20,260    |   | $ | 2,143,965       |   | $ | -        |   | $ | (2,394,668  | ) | $ | (230,441      | )
|Conversion of preferred shares           | (2,000        | ) |   | (2        | ) | 2,222,223  |   |   | 2,222     |   |   | (2,220          | ) |   | -        |   |   | -           |   |   | -             |  
|Shares returned to treasury              | -             |   |   | -         |   | (4,749,998 | ) |   | (4,750    | ) |   | (58,417         | ) |   | -        |   |   | -           |   |   | (63,167       | )
|Shares issued for cash                   | -             |   |   | -         |   | 666,667    |   |   | 667       |   |   | 117,333         |   |   | 82,000   |   |   | -           |   |   | 200,000       |  
|Stock-based compensation                 | -             |   |   | -         |   | -          |   |   | -         |   |   | 164,521         |   |   | -        |   |   | -           |   |   | 164,521       |  
|Non-cash interest                        | -             |   |   | -         |   | -          |   |   | -         |   |   | 333,333         |   |   | -        |   |   | -           |   |   | 333,333       |  
|Net loss                                 | -             |   |   | -         |   | -          |   |   | -         |   |   | -               |   |   | -        |   |   | (1,478,308  | ) |   | (1,478,308    | )
|Balance, January 31, 2006                | -             |   |   |           |   | 18,398,890 |   |   | 18,399    |   |   | 2,698,515       |   |   | 82,000   |   |   | (3,872,976  | ) |   | (1,074,062    | )
|Conversion of promissory note            | -             |   |   | -         |   | 833,333    |   |   | 833       |   |   | 249,167         |   |   | -        |   |   | -           |   |   | 250,000       |  
|Shares issued for cash                   | -             |   |   | -         |   | 1,534,500  |   |   | 1,535     |   |   | 1,532,965       |   |   | -        |   |   | -           |   |   | 1,534,500     |  
|Cost of issuing shares                   | -             |   |   | -         |   | -          |   |   | -         |   |   | (78,750         | ) |   | -        |   |   | -           |   |   | (78,750       | )
|Shares issued for services               | -             |   |   | -         |   | 30,000     |   |   | 30        |   |   | 49,470          |   |   | -        |   |   | -           |   |   | 49,500        |  
|Exercise of stock options                | -             |   |   | -         |   | 200,000    |   |   | 200       |   |   | 49,800          |   |   | -        |   |   | -           |   |   | 50,000        |  
|Stock-based compensation                 | -             |   |   | -         |   | -          |   |   | -         |   |   | 477,592         |   |   | -        |   |   | -           |   |   | 477,592       |  
|Net loss                                 | -             |   |   | -         |   | -          |   |   | -         |   |   | -               |   |   | -        |   |   | (2,331,509  | ) |   | (2,331,509    | )
|Balance, January 31, 2007                | -             |   |   | -         |   | 20,996,723 |   |   | 20,997    |   |   | 4,978,759       |   |   | 82,000   |   |   | (6,204,485  | ) |   | (1,122,729    | )
|Conversion of promissory notes
      and |               |   |   |           |   |            |   |   |           |   |   |                 |   |   |          |   |   |             |   |   |               |  
|accrued interest                         | -             |   |   | -         |   | 3,720,776  |   |   | 3,720     |   |   | 1,386,348       |   |   | -        |   |   | -           |   |   | 1,390,068     |  
|Shares issued for cash                   | -             |   |   | -         |   | 1,930,720  |   |   | 1,931     |   |   | 2,224,933       |   |   | -        |   |   | -           |   |   | 2,226,864     |  
|Shares issued for finders fee            | -             |   |   | -         |   | 180,000    |   |   | 180       |   |   | -               |   |   | -        |   |   | -           |   |   | 180           |  
|Cost of issuing shares                   | -             |   |   | -         |   | -          |   |   | -         |   |   | (12,708         | ) |   | -        |   |   | -           |   |   | (12,708       | )
|Shares issued for services               | -             |   |   | -         |   | 150,000    |   |   | 150       |   |   | 284,350         |   |   | (82,000  | ) |   | -           |   |   | 202,500       |  
|Exercise of warrants                     | -             |   |   | -         |   | 666,667    |   |   | 667       |   |   | 266,000         |   |   | -        |   |   | -           |   |   | 266,667       |  
|Exercise of stock options                | -             |   |   | -         |   | 666,667    |   |   | 666       |   |   | 214,001         |   |   | -        |   |   | -           |   |   | 214,667       |  
|Stock-based compensation                 | -             |   |   | -         |   | -          |   |   | -         |   |   | 928,176         |   |   | -        |   |   | -           |   |   | 928,176       |  
|Net loss                                 | -             |   |   | -         |   | -          |   |   | -         |   |   | -               |   |   | -        |   |   | (3,688,314  | ) |   | (3,688,314    | )
|Balance, January 31, 2008                | -             |   |   | -         |   | 28,311,553 |   | $ | 28,311    |   | $ | 10,269,859      |   | $ | -        |   | $ | (9,892,799  | ) | $ | 405,371       |  

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

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|1.     | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The Company was incorporated in the State of Nevada,
        U.S.A., on December 21, 2001. The Companys name was changed to Argentex
        Mining Corporation on March 15, 2004. Effective September 6, 2007, holders
        representing approximately 51.82% of the Company's issued and outstanding
        common shares, adopted a resolution by way of written consent approving
        the re-domicile of the Company from the state of Nevada to the state of
        Delaware by way of merger of the Company into its wholly-owned Delaware
        subsidiary, Argentex Mining Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On November 5, 2007, the Nevada Secretary of State accepted
        for filing Articles of Merger providing for the merger of the Company
        with its wholly-owned subsidiary, Argentex Mining Corporation, a Delaware
        corporation, with the Delaware corporation being the surviving corporation
        in the merger. Also on November 5, 2007, a the Delaware Secretary of State
        accepted for filing a Certificate of Merger providing for the same merger.
        These filings complete the re-domicile of the Company from Nevada to Delaware,
        an effort previously approved by shareholders in connection with the Companys
        desire to obtain a listing for the Company's shares of common stock on
        the TSX Venture Exchange. On December 27, 2007, we received a letter from
        the TSX Venture Exchange, a Canadian stock exchange, conditionally approving
        the listing of the Company's common stock as a tier 2 mining issuer on
        the TSX Venture Exchange. Final accepting of the listing of the Company's
        common stock is subject to certain conditions set forth in the letter
        of conditional approval from the TSX Venture Exchange.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        It is primarily engaged in the acquisition and exploration of mining properties
        in Argentina.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The accompanying consolidated financial statements have
        been prepared assuming the Company will continue as a going concern. This
        contemplates that assets will be realized and liabilities and commitments
        satisfied in the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | As shown in the accompanying consolidated financial
        statements, the Company has incurred a net loss of $9,892,799 for the
        cumulative period from December 21, 2001 (inception) to December 31, 2008,
        and has no source of revenue. The future of the Company is dependent upon
        its ability to obtain financing and upon future profitable operations
        from the development of its mineral properties. Management has plans to
        seek additional capital through private placements and public offering
        of its capital stock. These conditions raise substantial doubt about the
        Companys ability to continue as a going concern. Although there
        are no assurances that managements plans will be realized, management
        believes that the Company will be able to continue operations in the future.
        The consolidated financial statements do not include any adjustments relating
        to the recoverability and classification of recorded assets, or the amounts
        of and classification of liabilities that might be necessary in the event
        the Company cannot continue in existence.                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|**2.** | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The consolidated financial statements of the Company
        have been prepared in accordance with generally accepted accounting principles
        in the United States. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of consolidated
        financial statements for a period involves the use of estimates which
        have been made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | The consolidated financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|2. | SIGNIFICANT ACCOUNTING POLICIES - Continued
|-- | -------------------------------------------

Basis of Presentation

These consolidated financial statements
  include the accounts of the Company and its wholly owned United States subsidiary,
  SCRN Properties Ltd.. All inter-company transactions have been eliminated.

In prior years the consolidated financial
  statements included the accounts of the Companys wholly-owned Canadian
  subsidiary, Delbrook Mining Corp. (Delbrook). Since January 2004,
  the Companys activities have been focused on its exploration activities
  in Argentina, as a result during the year ended January 31, 2007, Delbrook was
  dissolved. Delbrook had no assets and its sole liability was to its Parent Company.

In accordance with generally accepted
  accounting principles in the United States financial statements for years prior
  to the dissolution of Delbrook are to be restated to eliminate the effect of
  Delbrook. Since Delbrook had no assets and its sole liability and its equity
  were eliminated on consolidation there is no effect on prior years financial
  statements.

Cash and Cash Equivalents

Cash equivalents comprise certain highly
  liquid instruments with an original maturity of three months or less when purchased.
  As at January 31, 2008 and 2007, cash and cash equivalents consist of cash only.

Mineral Claim Payments and Exploration
  Expenditures

The Company expenses all costs related
  to the acquisition, maintenance and exploration of its unproven mineral properties
  to which it has secured exploration rights. If and when proven and probable
  reserves are determined for a property and a feasibility study prepared with
  respect to the property, then subsequent development costs of the property will
  be capitalized. To date the Company has not established the commercial feasibility
  of its exploration prospects, therefore all costs have been expensed.

Use of Estimates

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

Foreign Currency Translation

The Companys functional currency
  is the U.S. dollar. Transactions in foreign currency are translated into U.S.
  dollars as follows:

| | i)   | monetary items at the rate prevailing at the balance
        sheet date;                          
| | ---- | --------------------------------------------------------------------------------------------------
| | ii)  | non-monetary items at the historical exchange rate;                                               
| | iii) | revenue and expense at the average rate in effect during
        the applicable accounting period.

Exchange gains or losses arising on translation
  are included in income (loss) for the year.

Environmental Costs

Environmental expenditures that relate
  to current operations are charged to operations or capitalized as appropriate.
  Expenditures that relate to an existing condition caused by past operations,
  and which do not contribute to current or future revenue generation, are charged
  to operations. Liabilities are recorded when environmental assessments and/or
  remedial efforts are probable, and the cost can be reasonably estimated. Generally,
  the timing of these accruals coincides with the earlier of completion of a feasibility
  study or the Companys commitments to plan of action based on the then
  known facts.

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Property and equipment, is recorded at cost and amortized
        on the declining balance basis at the following rates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Office equipment and furniture and fixtures - 20% 
                                                                 
        Computer equipment - 30%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company follows Statement of Financial Accounting
        Standards No. 109  Accounting for Income taxes (SFAS
        109). Pursuant to SFAS No. 109, deferred income tax assets and liabilities
        are computed for differences between the financial statement carrying
        amounts and the respective tax bases. Deferred tax assets and liabilities
        are measured using enacted or substantially enacted tax rates expected
        to apply to the taxable income in the periods in which those differences
        are expected to affect taxable income. Valuation allowances are established
        when necessary to reduce deferred income tax assets to the amount expected
        to be realized. Potential benefits of net operating losses have not been
        recognized in the financial statements because the Company cannot be assured
        it is more likely than not it will utilize the net operating losses carried
        forward in future years.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Effective February 1, 2006, the Company adopted the
        provisions of SFAS No. 123(R) Share Based Payment(SFAS
        No. 123(R)). SFAS No. 123(R) requires employee equity awards to be accounted
        for under the fair value method. Accordingly, share-based compensation
        is measured at grant date based on the fair value of the award. No stock
        options were granted to employees during the year ended January 31, 2007,
        therefore no compensation expense is required to be recognized under provisions
        of SFAS No. 123(R).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Prior to February 1, 2006, the company accounted for
        awards granted to employees under its equity incentive plans using the
        intrinsic value method prescribed by Accounting Principles Board (APB)
        Opinion No. 25, Accounting for Stock Issued to Employees (APB
        25), and related interpretations, and provided the required pro forma
        disclosures prescribed by SFAS No. 123, Accounting for Stock-Based
        Compensation (SFAS No. 123), as amended. No stock options were
        granted to employees during the year ended January 31, 2006 and accordingly,
        no compensation expense was recognized under APB No. 25 and no compensation
        expense was required to be recognized under provisions of SFAS No. 123(R)
        with respect to employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Under the modified prospective method of adoption for
        SFAS No. 123(R), the compensation cost recognized by the company beginning
        on February 1, 2006 includes (a) compensation cost for all equity incentive
        awards granted prior to, but not yet vested as of February 1, 2006, based
        on the grant-date fair value estimated in accordance with the original
        provisions of SFAS No. 123, and (b) compensation cost for all equity incentive
        awards granted subsequent to February 1, 2006, based on the grant-date
        fair value estimated in accordance with the provisions of SFAS No. 123(R).
        The company uses the straight-line attribution method to recognize share-based
        compensation costs over the service period of the award. Upon exercise,
        cancellation, forfeiture, or expiration of stock options, or upon vesting
        or forfeiture of restricted stock units, deferred tax assets for options
        and restricted stock units with multiple vesting dates are eliminated
        for each vesting period on a first-in, first-out basis as if each vesting
        period was a separate award. To calculate the excess tax benefits available
        for use in offsetting future tax shortfalls as of the date of implementation,
        the company followed the alternative transition method discussed in FASB
        Staff Position No. 123(R)-3.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Impairment and Disposal of Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The carrying value of intangible assets and other long-lived
        assets are reviewed on a regular basis for the existence of facts or circumstances
        that may suggest impairment, in accordance with SFAS No. 144, Accounting
        for the Impairment or Disposal of Long-Lived Assets. For assets
        that are to be held and used, an impairment loss is recognized when the
        estimated undiscounted future cash flows associated with the asset or
        group of assets is less than their carrying value. If impairment exists,
        an adjustment is made to write the asset down to its fair value, and a
        loss is recorded as the difference between the carrying value and fair
        value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Comprehensive Income (Loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company follows SFAS No. 130, Reporting
        Comprehensive Income, which establishes standards for the reporting
        and display of comprehensive income, its components and accumulated balances
        in financial statements. The Company has no items that represent comprehensive
        income (loss).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Companys financial instruments consist of
        cash and cash equivalents and accounts payable and accrued liabilities.
        Unless otherwise noted, it is managements opinion that the Company
        is not exposed to significant interest, or credit risks arising from these
        financial instruments. The fair values of these financial instruments
        approximate their carrying values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company operates outside of the United States
        of America and is exposed to foreign currency risk due to the fluctuation
        between the currency in which the Company operates in and the United States
        Dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Accounting for Derivative Instruments and Hedging
        Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company has adopted SFAS No. 133, Accounting
        for Derivative Instruments and Hedging Activities,which requires
        companies to recognize all derivatives contracts as either assets or liabilities
        in the balance sheet and to measure them at fair value. If certain conditions
        are met, a derivative may be specifically designated as a hedge, the objective
        of which is to match the timing of gain or loss recognition on the hedging
        derivative with the recognition of (i) the changes in the fair value of
        the hedged asset or liability that are attributable to the hedged risk
        or (ii) the earnings effect of the hedged forecasted transaction. For
        a derivative not designated as a hedging instrument, the gain or loss
        is recognized in income in the period of change.                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company has not entered into derivative contracts
        either to hedge existing risks or for speculative purposes. The adoption
        of this pronouncement does not have an impact on the Companys financial
        statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Earnings (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company computes net income (loss) per share in
        accordance with SFAS No. 128, Earnings per Share which
        requires presentation of both basic and diluted earnings per share (EPS)
        on the face of the income statement. Basic EPS is computed by dividing
        net income (loss) available to common shareholders by the weighted average
        number of common shares outstanding during the year. Diluted EPS gives
        effect to all dilutive potential common shares outstanding during the
        period using the treasury stock method. In computing diluted EPS, the
        average stock price for the period is used in determining the number of
        shares assumed to be purchased from the exercise of stock options or warrants.
        Diluted EPS excludes all dilutive potential shares if their effect is
        anti-dilutive. Because the Company does not have any potentially dilutive
        securities only basic loss per share is presented in the accompanying
        financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company follows SFAS No. 143, Accounting
        for Asset Retirement Obligations, which addresses financial
        accounting and reporting for obligations associated with the retirement
        of tangible long-lived assets and the associated retirement costs. The
        standard applies to legal obligations associated with the retirement of
        long-lived assets that result from the acquisition, construction, development
        and normal use of the asset.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | SFAS No. 143 requires that the fair value of a liability
        for an asset retirement obligation be recognized in the period in which
        it is incurred if a reasonable estimate of fair value can be made. The
        fair value of the liability is added to the carrying amount of the associated
        asset and this additional carrying amount is depreciated over the life
        of the asset. The liability is accreted at the end of each period through
        charges to operating expense. If the obligation is settled for other than
        the carrying amount of the liability, the Company will recognize a gain
        or loss on settlement.                                                                                                                                                                                                                                                                                                                                                                                        

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In September 2006, FASB issued SFAS No. 157 (SFAS
        157), Fair Value Measurements. Among other requirements,
        SFAS 157 defines fair value and establishes a framework for measuring
        fair value and also expands disclosure about the use of fair value to
        measure assets and liabilities. SFAS 157 is effective for fiscal years
        beginning after November 15, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In February 2007, the FASB issued SFAS No. 159, The
        Fair Value Option for Financial Assets and Financial Liabilities,
        including an amendment of FASB Statement No. 115. This pronouncement permits
        entities to choose to measure eligible financial instruments at fair value
        as of specified dates. Such election, which may be applied on an instrument
        by instrument basis, is typically irrevocable once elected. SFAS 159 is
        effective for fiscal years beginning November 15, 2007, and early application
        is allowed under certain circumstances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The adoption of these new pronouncements is not expected
        to have a material effect on the Companys consolidated financial
        position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In December 2007, the FASB issued SFAS No. 141R, Business
        Combinations which changes how business acquisitions are accounted.
        SFAS 141R requires the acquiring entity in a business combination to recognize
        all (and only) the assets acquired and liabilities assumed in the transaction
        and establishes the acquisition-date fair value as the measurement objective
        for all assets acquired and liabilities assumed in a business combination.
        Certain provisions of this standard will, among other things, impact the
        determination of acquisition-date fair value of consideration paid in
        a business combination (including contingent considerations); exclude
        transaction costs from acquisition accounting; and change accounting practices
        for acquired contingencies, acquisition- related restructuring costs,
        in-process research and development, indemnification assets and tax benefits.
        SFAS No. 141R is effective for business combinations and adjustments to
        an acquired entitys deferred tax asset and liability balances occurring
        after December 31, 2008. The Company is currently evaluating the future
        impacts and disclosure of this standard.                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In December 2007, the FASB issued SFAS No. 160, Non-controlling
        Interests in Consolidated Financial Statement, an amendment of ARB No.
        51, which establishes new standards governing the accounting for
        and reporting of noncontrolling interests (NCI) in partially owned consolidated
        subsidiaries and the loss of control of subsidiaries. Certain provisions
        of this standard indicate, among other things, that NCIs (previously referred
        to as minority interests) be treated as a separate component of equity,
        not as a liability; that increases and decreases in the parents
        ownership interest that leave control intact be treated as equity transactions,
        rather than as step acquisitions or dilution gains or losses; and that
        losses of a partially owned consolidated subsidiary be allocated to the
        NCI even when such allocation might result in a deficit balance. This
        standard also requires changes to certain presentation and disclosure
        requirements. SFAS No. 160 is effective beginning January 1, 2009. The
        provisions of the standard are to be applied to all NCIs prospectively,
        except for the presentation and disclosure requirements, which are to
        be applied retrospectively to all periods presented. The Company is currently
        evaluating the future impacts and disclosure of this standard.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In June 2006, the FASB issued interpretation No. 48,
        Accounting for Uncertainty in Income Taxes-an interpretation
        of FASB Statement No. 109 (FIN 48). This interpretation
        prescribes a recognition threshold and measurement attribute for tax positions
        taken or expected to be taken in a tax return. This interpretation also
        provides guidance on de-recognition, classification, interest and penalties,
        accounting in interim periods, disclosure and transition. The evaluation
        of a tax position in accordance with this interpretation is a two-step
        process. In the first step, recognition, the Company determines whether
        it is more-likely-than-not that a tax position will be sustained upon
        examination, including resolution of any related appeals or litigation
        processes, based on the technical merits of the position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Recent Accounting Pronouncements - continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The second step addresses measurement of a tax position
        that meets the more-likely-than-not criteria. The tax position is measured
        at the largest amount of benefit that is greater than 50 percent likely
        of being realized upon ultimate settlement. Differences between tax positions
        taken in a tax return and amounts recognized in the financial statements
        will generally result in a) an increase in a liability for income taxes
        payable or a reduction of an income tax refund receivable, b) a reduction
        in a deferred tax asset or an increase in a deferred tax liability or
        c) both a and b. Tax positions that previously failed to meet the more-likely-than-not
        recognition threshold should be recognized in the first subsequent financial
        reporting period in which that threshold is met. Previously recognized
        tax positions that no longer meet the more-likely-than-not recognition
        threshold should be de- recognized in the first subsequent financial reporting
        period in which that threshold is no longer met. Use of a valuation allowance
        as described in FAS 109 is not an appropriate substitute for the de-recognition
        of a tax position. The requirement to assess the need for a valuation
        allowance for deferred tax assets based on sufficiency of future taxable
        income is unchanged by this interpretation. This Interpretation is effective
        for fiscal years beginning after December 15, 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company will adopt these policies when required.
        The implementation of these new standards is not expected to have a material
        effect on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                        |   |        |  |   | January 31, 2008 |  |   |          | 
| | ---------------------- | - | ------ |  | - | ---------------- |  | - | -------- | 
| |                        |   |        |  |   | Accumulated      |  |   | Net Book | 
| |                        |   | Cost   |  |   | Depreciation     |  |   | Value    | 
| |                        |   |        |  |   |                  |  |   |          | 
| | Office equipment       | $ | 12,863 |  | $ | 322              |  | $ | 12,541   | 
| | Furniture and fixtures |   | 5,741  |  |   | 144              |  |   | 5,597    | 
| | Computer equipment     |   | 10,516 |  |   | 2,591            |  |   | 7,925    | 
| |                        | $ | 29,120 |  | $ | 3,057            |  | $ | 26,063   | 

| |                    |   |       |  |   | January 31, 2007 |  |   |          | 
| | ------------------ | - | ----- |  | - | ---------------- |  | - | -------- | 
| |                    |   |       |  |   | Accumulated      |  |   | Net Book | 
| |                    |   | Cost  |  |   | Depreciation     |  |   | Value    | 
| |                    |   |       |  |   |                  |  |   |          | 
| | Office equipment   | $ | 116   |  | $ | 17               |  | $ | 99       | 
| | Computer equipment |   | 4,056 |  |   | 1,392            |  |   | 2,664    | 
| |                    | $ | 4,172 |  | $ | 1,409            |  | $ | 2,763    | 

|4. | MINERAL PROPERTY INTERESTS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   |                           
|   |                           
|   |                           

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|4. | MINERAL PROPERTY INTERESTS (continued)
|-- | --------------------------------------
|   |                                       
|   | a)                                    
|   |                                       
|   |                                       
|   |                                       
|   | b)                                    
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   | c)                                    
|   |                                       
|   |                                       

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|4. | MINERAL PROPERTY INTERESTS (continued)
|-- | --------------------------------------
|   |                                       
|   | d)                                    
|   |                                       
|   |                                       
|   |                                       
|   | e)                                    
|   |                                       
|   |                                       

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

| |                                |   |             |  |   |             |  |   | Cumulative   | 
| | ------------------------------ | - | ----------- |  | - | ----------- |  | - | ------------ | 
| |                                |   |             |  |   |             |  |   | period from  | 
| |                                |   |             |  |   |             |  |   | Inception    | 
| |                                |   |             |  |   |             |  |   | (December    | 
| |                                |   | Year Ended  |  |   | Year Ended  |  |   | 21, 2001) to | 
| |                                |   | January 31, |  |   | January 31, |  |   | January 31,  | 
| |                                |   | 2008        |  |   | 2007        |  |   | 2008         | 
| | Pinguino Project:              |   |             |  |   |             |  |   |              | 
| | Acquisition                    | $ | 93,700      |  | $ | 91,463      |  | $ | 289,715      | 
| | Assaying, testing and analysis |   | 44,187      |  |   | 58,339      |  |   | 212,250      | 
| | Camp and field supplies        |   | 371,620     |  |   | 139,802     |  |   | 846,299      | 
| | Drilling                       |   | 866,921     |  |   | 610,932     |  |   | 1,803,803    | 
| | Geological and geophysical     |   | 106,596     |  |   | 117,392     |  |   | 489,094      | 
| | Travel and accommodation       |   | 25,757      |  |   | 18,327      |  |   | 70,764       | 
| |                                |   | 1,508,781   |  |   | 1,036,255   |  |   | 3,711,925    | 
| | Condor Project:                |   |             |  |   |             |  |   |              | 
| | Acquisition                    |   | -           |  |   | -           |  |   | 7,528        | 
| | Camp and field supplies        |   | -           |  |   | -           |  |   | 198          | 
| | Geological and geophysical     |   | -           |  |   | -           |  |   | 4,185        | 
| |                                |   | -           |  |   | -           |  |   | 11,911       | 
| | Santa Cruz Properties:         |   |             |  |   |             |  |   |              | 
| | Acquisition                    |   | 6,294       |  |   | 3,842       |  |   | 17,131       | 
| |                                |   | 6,294       |  |   | 3,842       |  |   | 17,131       | 
| | Rio Negro Properties:          |   |             |  |   |             |  |   |              | 
| | Camp and field supplies        |   | -           |  |   | -           |  |   | 51,836       | 
| | Geological and geophysical     |   | 3,738       |  |   | -           |  |   | 36,659       | 
| | Travel and accommodation       |   | -           |  |   | -           |  |   | 9,614        | 
| |                                |   | 3,738       |  |   | -           |  |   | 98,109       | 
| | Other:                         |   | -           |  |   | 15,948      |  |   | 31,405       | 
| |                                |   |             |  |   |             |  |   |              | 
| |                                | $ | 1,518,813   |  | $ | 1,056,045   |  | $ | 3,870,481    | 

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|5. | CONVERTIBLE PROMISSORY NOTES                                                                       
|-- | ---------------------------------------------------------------------------------------------------
|   |                                                                                                    
|   | Convertible promissory notes payable were unsecured
        and consisted of the following amounts:

| |                           |  |                                        |  |               |  |   | January 31, |  |   | January 31, | 
| | ------------------------- |  | -------------------------------------- |  | ------------- |  | - | ----------- |  | - | ----------- | 
| | Date Issued               |  | Maturity                               |  | Interest Rate |  |   | 2008        |  |   | 2007        | 
| |                           |  |                                        |  |               |  |   |             |  |   |             | 
| | Convertible Notes Payable |  |                                        |  |               |  |   |             |  |   |             | 
| | December 2004             |  | On demand, convted to stock in         |  |               |  |   |             |  |   |             | 
| |                           |  | 2008                                   |  | 10%           |  | $ | -           |  | $ | 250,000     | 
| | March 2006                |  | On demand, converted to stock
      in |  |               |  |   |             |  |   |             | 
| |                           |  | 2008                                   |  | 8%            |  |   | -           |  |   | 500,000     | 
| | March 2006                |  | On demand, converted to stock
      in |  |               |  |   |             |  |   |             | 
| |                           |  | 2008                                   |  | 8%            |  |   | -           |  |   | 500,000     | 
| |                           |  |                                        |  |               |  | $ | -           |  | $ | 1,250,000   | 

|6. | PROMISSORY NOTES PAYABLE                                                                   
|-- | -------------------------------------------------------------------------------------------
|   |                                                                                            
|   | Convertible promissory notes were unsecured and consisted
        of the following amounts:

| |                     |  |                                 |  |                  |  |   | January 31, |  |   | January 31, | 
| | ------------------- |  | ------------------------------- |  | ---------------- |  | - | ----------- |  | - | ----------- | 
| |                     |  | Maturity                        |  | Interest Rate    |  |   | 2008        |  |   | 2007        | 
| |                     |  |                                 |  |                  |  |   |             |  |   |             | 
| | Notes payable       |  |                                 |  |                  |  |   |             |  |   |             | 
| | To a related party: |  |                                 |  |                  |  |   |             |  |   |             | 
| |                     |  | On demand, repaid in 2008       |  | 6%               |  | $ | -           |  | $ | 90,410      | 
| |                     |  |                                 |  |                  |  |   |             |  |   |             | 
| | Other:              |  |                                 |  |                  |  |   |             |  |   |             | 
| |                     |  | August 28, 2006, repaid in 2008 |  | $5,000 flat rate |  | $ | -           |  | $ | 100,000     | 

The 10% convertible promissory note was
  payable on demand and convertible into common shares, at the note holders
  option, at a conversion price of $0.90 per share (Conversion Price)
  or lesser adjusted amount determined as follows:

| | a) | If the Company issues securities for a per share or
        conversion or exercise price which is less than the Conversion Price,
        then the Conversion Price shall be reduced to that lower price, or                                                                                                                                                                                                                                                 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | b) | If the Company ceases to devote the majority of its
        resources to the exploration and development of its Argentinean mineral
        properties or fails to make the required payments with respect to its
        Pinguino property, then the conversion price shall become the lower of
        the Conversion Price or 75% of the average trailing five day bid price
        of the Companys common stock on the Over-The-Counter Bulletin Board.

The full principal amount of the note
  was due upon default under the terms of the note. Following a private placement
  in June 2005, the conversion price was reduced to $0.30. At the time of the
  reduction of the conversion price, the Companys shares were trading at
  approximately $0.50 per share resulting in a benefit to the note holder. In
  accordance with Financial Accounting Standards Boards Emerging Issues
  Task Force Issue Number 00-27  Application of Issue No. 98-5 to Certain
  Convertible Instruments, a calculated benefit in the amount of $333,333
  was included in interest expense for the year ended January 31, 2006.

In March 2006, $250,000 of the principal
  amount was converted to 833,333 common shares and the terms of repayment for
  the balance of the note were amended to be payable on demand but not before
  October 18, 2007. In June 2007, the balance of the note and accrued interest
  was concerted to 982,420 common shares.

The 8% convertible promissory notes issued
  March 21, 2006 could be prepaid at any time without penalty. Upon 90 days notice
  by the holder, the notes were convertible into common shares of the Company
  at a conversion price of $0.40 per share. The promissory notes were due on demand,
  but the holder agreed that it could not make demand until August 27, 2007. In
  May 2007, the balance of the notes and accrued interest was converted to 2,738,356
  common shares.

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|7. | SHARE CAPITAL     
|-- | ------------------
|   |                   
|   | Stock Transactions
|   |                   
|   | a.                
|   |                   
|   | b.                
|   |                   
|   | c.                
|   |                   
|   | d.                
|   |                   
|   | e.                
|   |                   
|   | f.                
|   |                   
|   | g.                
|   |                   
|   | h.                
|   |                   
|   | i.                

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|7. | SHARE CAPITAL - Continued
|-- | -------------------------
|   |                          
|   | j.                       
|   |                          
|   | k.                       
|   |                          
|   | l.                       
|   |                          
|   | m.                       
|   |                          
|   | n.                       
|   |                          
|   | o.                       
|   |                          
|   | p.                       
|   |                          
|   | q.                       
|   |                          
|   | r.                       
|   |                          
|   | s.                       
|   |                          
|   | t.                       

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|7. | SHARE CAPITAL - Continued
|-- | -------------------------
|   |                          
|   | u.                       

Share purchase warrants

Share purchase warrant transactions are
  summarized as follows:

| |                             |  | Number of |   |   | Weighted Average | 
| | --------------------------- |  | --------- | - | - | ---------------- | 
| |                             |  | Shares    |   |   | Exercise Price   | 
| |                             |  |           |   |   |                  | 
| | Balance at January 31, 2006 |  | 666,667   |   | $ | 0.40             | 
| | Issued                      |  | 767,250   |   |   | 1.75             | 
| | Balance at January 31, 2007 |  | 1,433,917 |   |   | 1.12             | 
| | Issued                      |  | 1,963,637 |   |   | 1.40             | 
| | Exercised                   |  | (666,667  | ) |   | 0.40             | 
| | Balance at January 31, 2008 |  | 2,730,887 |   | $ | 1.50             | 

At January 31, 2008, the following share
  purchase warrants were outstanding and exercisable:

| | Number of | Exercise |                   
| | --------- | -------- | ------------------
| | shares    | Price    | Expiry Date       
| |           |          |                   
| | 52,500    | $ 1.75   | October 2, 2008   
| | 72,500    | $ 1.75   | October 10, 2008  
| | 174,200   | $ 1.75   | November 20, 2008 
| | 250,000   | $ 1.75   | November 28, 2008 
| | 14,000    | $ 1.75   | December 13, 2008 
| | 204,050   | $ 1.75   | January 18, 2009  
| | 73,637    | $ 1.85   | February 28, 2009 
| | 900,000   | $ 1.25   | April 13, 2009    
| | 900,000   | $ 1.50   | July 4, 2009      
| | 90,000    | $ 1.50   | July 4,
      2009
| | 2,730,887 |          |                   

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

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|7. | SHARE CAPITAL  Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On February 16, 2005 our board of directors approved
        our 2005 Incentive Stock Plan, or 2005 Incentive Plan. Under the 2005
        Incentive Plan, options may be granted only to our directors, officers,
        employees and consultants as determined by our board of directors. Pursuant
        to the Plan, we reserved for issuance 2,500,000 shares of our common stock.
        As at January 31, 2008, there were 10,000 shares of our common stock still
        available for future grant under the plan.
      On November 10, 2007, the board of directors approved
        the adoption of the 2007 Stock Option Plan which permits the Company to
        issue up to 5,662,310 shares of common stock to Company directors, officers,
        employees and consultants. Adoption of the 2007 Stock Option Plan is subject
        to approval by the TSX Venture stock exchange, with which the Company
        has filed an application for a listing, and to approval of stockholders.
        As of January 31, 2008, there were 5,562,310 shares of our common stock
        still available for future grant under the 2007 Stock Option Plan.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Stock option transactions are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                             |  | Number of |   |   | Weighted Average | 
| | --------------------------- |  | --------- | - | - | ---------------- | 
| |                             |  | Shares    |   |   | Exercise Price   | 
| |                             |  |           |   |   |                  | 
| | Balance at January 31, 2006 |  | 1,420,000 |   | $ | 0.25             | 
| | Granted                     |  | 920,000   |   |   | 0.53             | 
| | Exercised                   |  | (200,000  | ) |   | 0.25             | 
| | Balance at January 31, 2007 |  | 2,140,000 |   |   | 0.37             | 
| | Granted                     |  | 250,000   |   |   | 1.26             | 
| | Expired                     |  | 0         |   |   | -                | 
| | Exercised                   |  | (666,666  | ) |   | 0.32             | 
| | Balance at January 31, 2008 |  | 1,723,334 |   | $ | 0.52             | 

The weighted average fair value per stock
  option granted during the year ended January 31, 2008 was $0.86 (2007 - $0.92)
  .

At January 31, 2007, the following stock
  options were outstanding and exercisable:

| | Number of | Exercise |                  
| | --------- | -------- | -----------------
| | shares    | Price    | Expiry Date      
| |           |          |                  
| | 270,000   | $ 0.25   | December 13, 2009
| | 50,000    | $ 0.25   | June 29, 2010    
| | 400,000   | $ 0.49   | February 7, 2011 
| | 200,000   | $ 0.58   | February 9, 2011 
| | 120,000   | $ 0.62   | March 10, 2010   
| | 433,334   | $ 0.25   | June 26, 2015    
| | 150,000   | $ 1.35   | May 11, 2011     
| | 100,000   | $ 1.13   | November 13, 2012
| | 1,723,334 |          |                  

The fair value of stock options granted
  during the year ended January 31, 2008 was $216,165 (2007 - $137,472) which
  is being recognized over the options vesting periods. Total stock-based compensation
  recognized during the year ended January 31, 2008 was $1,114,676 (2007 - $1,022,479).
  Stock-based compensation has been recorded in the consolidated statements of
  operations as stock-based compensation expenses with corresponding additional
  paid-in capital recorded in stockholders' equity:

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|7. | SHARE CAPITAL  Continued                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                          
|   | Stock-based compensation                                                                                                                 
|   |                                                                                                                                          
|   | The following weighted average assumptions were used
        for the Black-Scholes valuations of stock options granted during the period:

| |                          | Year Ended  | Year Ended 
| | ------------------------ | ----------- | -----------
| |                          | January 31, | January 31,
| |                          | 2008        | 2007       
| |                          |             |            
| | Risk-free intereste rate | 4.17%       | 3.98%      
| | Expected life of options | 4.4 years   | 4.9 years  
| | Annualized volatility    | 90%         | 119%       
| | Dividend rate            | 0%          | 0%         

|8. | RELATED PARTY TRANSACTIONS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   |                           

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|9. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                   
|   | At January 31, 2008, the Company and its subsidiary
        operate 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:

| |                     |   | January 31, |  |   | January 31, | 
| | ------------------- | - | ----------- |  | - | ----------- | 
| |                     |   | 2008        |  |   | 2007        | 
| |                     |   |             |  |   |             | 
| | Identifiable assets |   |             |  |   |             | 
| | Canada              | $ | 839,400     |  | $ | 892,560     | 
| | Argentina           |   | 62,458      |  |   | 12,038      | 
| |                     | $ | 901,858     |  | $ | 904,598     | 

| |                   |   | Year Ended  |  |   | Year Ended  | 
| | ----------------- | - | ----------- |  | - | ----------- | 
| |                   |   | January 31, |  |   | January 31, | 
| |                   |   | 2008        |  |   | 2007        | 
| |                   |   |             |  |   |             | 
| | Loss for the year |   |             |  |   |             | 
| | Canada            | $ | 1,977,911   |  | $ | 1,223,677   | 
| | Argentina         |   | 1,710,403   |  |   | 1,107,832   | 
| |                   | $ | 3,688,314   |  | $ | 2,331,509   | 

|10. | INCOME TAX                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                
|    | Tax effects of temporary differences that give rise
        to deferred tax assets at January 31, 2008 and 2007 are as follows:

| |                                   |   | January 31, |   |   | January 31, |  
| | --------------------------------- | - | ----------- | - | - | ----------- | -
| |                                   |   | 2008        |   |   | 2007        |  
| |                                   |   |             |   |   |             |  
| | Net operating loss carry forwards | $ | 2,647,000   |   | $ | 1,778,000   |  
| | Valuation allowance               |   | (2,647,000  | ) |   | (1,778,000  | )
| |                                   | $ | -           |   | $ | -           |  

At January 31, 2008, the Company had
  losses carried forward totaling $8,065,642 available to reduce future years
  income tax for income tax purposes which expire in various years to 2027. The
  provision for income taxes differs from the amount computed by applying the
  statutory federal income tax rate of 34% (2007  34%) to net loss for the
  year. The sources and tax effect of the differences are as follows:

| |                                       |   | Year Ended  |   |   | Year Ended  |  
| | ------------------------------------- | - | ----------- | - | - | ----------- | -
| |                                       |   | January 31, |   |   | January 31, |  
| |                                       |   | 2008        |   |   | 2007        |  
| |                                       |   |             |   |   |             |  
| | Computed "expected" tax benefit       | $ | 1,254,000   |   | $ | 793,000     |  
| | Items not deductible for tax purposes |   | (384,000    | ) |   | (162,000    | )
| | Change in valuation allowance         |   | (870,000    | ) |   | (631,000    | )
| |                                       | $ | -           |   | $ | -           |  

---

**ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  JANUARY 31, 2008 AND 2007
  (Stated in U.S. Dollars)**

|11. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On March 20, 2008, the Company sold 2,116,000 units
        to 13 investors in the first tranche of a brokered private placement at
        a purchase price of $1.25 per unit, raising gross proceeds of $2,645,000.
        Each unit consists of one common share and one-half of one non-transferable
        share purchase warrant exercisable at $1.60 for a period of 18 months.
        We paid a cash commission of $185,180 to an agent for services rendered
        in the transaction. The agent applied $92,500 of this cash commission
        towards the purchase of an additional 74,000 units (issued for the same
        unit price and on the same terms as the units issued to the thirteen purchasers
        in the brokered private placement).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On March 20, 2008, the Company issued an aggregate
        of 190,440 agents warrants to the agent and a co-operating broker
        as a commission for the proceeds raised by the agent and the co-operating
        broker in the first tranche of the brokered private placement. Each agents
        warrant entitles the holder to purchase one common share of the company
        at an exercise price of $1.30 for a period of 18 months.                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On March 20, 2008, the Company sold 80,000 units to one investor at a
      purchase price of $1.25 per unit, raising gross proceeds of $100,000. The
      terms and price of this transaction were identical to the terms and pricing
      of the brokered private placement closed by the company on March 20 and
      25, 2008, as described above, except that this sale of units was made in
      a non-brokered private placement.                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On March 25, 2008, the Company sold an additional
        884,000 units to three investors in the second tranche of the brokered
        private placement at a purchase price of $1.25 per unit, raising gross
        proceeds of $1,105,000. The terms and price of the transaction were identical
        to those in the first tranche (see above). The Company paid a cash commission
        of $77,350 to an agent for services rendered in the closing the second
        tranche of this transaction.                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On March 25, 2008, the Company issued an aggregate
        of 79,560 agents warrants to the agent and a co-operating broker
        as a commission for the proceeds raised by the agent and the co-operating
        broker in the second tranche of the brokered private placement. Each agents
        warrant entitles the holder to purchase one common share of the company
        at an exercise price of $1.30 for a period of 18 months.                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On March 25, 2008, the Company issued 25,000 share
        purchase warrants to a Canadian agent as part of the consideration for
        the Canadian agent’s services in acting as the Company sponsor regarding
        the Company’s listing application to the Canadian TSX Venture Stock
        Exchange. These share purchase warrants entitle the holder to purchase
        one share of the Company’s common stock at a price of $1.34 until
        March 25, 2009.                                                                                                                                                                                                                                                                                           

---

- 40 -

Item 8.        Changes In
and Disagreements With Accountants on Accounting and Financial
Disclosure.

None.

Item 8A.     Disclosure Controls
and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our principal
executive officer (our president) and our principal accounting and financial
officer (our chief financial officer) to allow for timely decisions regarding
required disclosure. In designing and evaluating our disclosure controls and
procedures, our management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and our management is required to
apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

As of January 31, 2008, the year end period covered by this
  annual  report, we carried out an evaluation, under the supervision and with the
participation of our management, including our principal executive officer and
our principal accounting officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, our
president and chief executive officer and our chief financial officer concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.

There have been no  changes in our internal controls
over financial reporting that occurred during the fiscal year ended January 31,
2008 that have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.

Management's Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our management has employed a framework
consistent with Exchange Act Rule 13a-15(c), to evaluate our internal control
over financial reporting described below. Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation and fair presentation of
financial statements for external purposes in accordance with generally accepted
accounting principals.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the design and operation
of our internal control over financial reporting as of January 31, 2008 based on
the criteria set forth in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation.

In performing the assessment, management identified material
weaknesses in our internal control processes regarding information technology
systems. These weaknesses included inadequate security, inadequate restricted
access to systems and insufficient disaster recovery plans. Management has also
identified material weaknesses in our internal control processes over the
accounting for income taxes, including deferred tax assets and the availability
of resource expenditures in foreign jurisdictions. Management has also
identified material weaknesses in our internal control processes over
procurement and disbursements, primarily related to lack of segregations of
duties . Because of these material weaknesses, our management believes that as
of January 31, 2008, our companys internal controls over financial reporting
were not effective. We are addressing these weaknesses as described below under
the section heading Changes in Internal Control Over Financial Reporting.
Because of the material weaknesses

---

- 41 -

described above, our management believes that as of January 31,
2008, our internal controls over financial reporting was not effective.

This report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by our companys
registered public accounting firm pursuant to temporary rules of the SEC that
permit our company to provide only management's report in this Annual Report on
Form 10-KSB.

Changes In Internal Controls Over Financial Reporting

During the period covered by this Annual Report on Form 10-KSB,
we have not been able to remediate the material weaknesses identified above. We
plan to implement changes in internal control over financial reporting during
our fiscal year ending January 31, 2009 in order to mitigate existing
weaknesses.

Our management, including our Chief Executive Officer (who is
also our principal executive officer) and our Chief Financial Officer (who is
also our principal financial officer and our principal accounting officer), does
not expect that our disclosure controls and procedures or internal controls and
procedures will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurances that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource
constraints and that the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no
assurances that any design will succeed in achieving its stated goals under all
potential future conditions; over time, control may become inadequate because of
changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

Item 8B. Other Information

Effective March 26, 2008, our common shares were listed for
trading on the TSX Venture Exchange in Canada under the symbol ATX. Upon
listing, we automatically became a reporting company in the Canadian provinces
of British Columbia and Alberta. In order to ensure compliance by our
shareholders with the Canadian securities laws pertaining to resales of shares
of our common stock in Canada, we have asked the TSX Venture Exchange to
voluntarily halt trading of our common shares on the TSX Venture Exchange until
July 27, 2008. This trading halt does not affect trading of our securities on
our other trading markets, which will continue unaffected by this additional
listing. Trading of our common shares on the TSX Venture Exchange will begin on
July 28, 2008. Until then, our shares will continue trading on our U.S. and
European markets. After July 28, 2008, our shares will be traded on all three of
the OTC-BB, the TSX Venture Exchange and the Frankfurt Bourse.

PART III

Item 9.        Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.

Directors and Executive Officers, Promoters and Control
Persons

All directors of our company hold office until the next annual
meeting of the security holders or until their successors have been elected and
qualified. The officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office. None of
our officers are involved in our company full-time, with the exception of
Kenneth Hicks, our president, who is required to spend a substantially all of
his time focused on our company. Our directors and executive officers, their
ages, positions held, and duration as such, are as follows:

---

- 42 -

Name
      Position Held with our Company
      Age
      Date First Elected or AppointedKenneth Hicks
    Director and President
    48
    February 11, 2004Dr. Colin Godwin
    Director
    69
    June
      1, 2005Jenna Hardy
    Director
    55
    February 7, 2006Richard Thibault
    Director
    52
    February 9, 2006Hamish Malkin
    Chief Financial Officer
    61
    December 13, 2005Orlando
      Rionda(1)
    Legal Representative
    43
    June
      1 2005


(1)Mr. Rionda is not technically a director or
executive officer of our company but the nature of his position as our legal
representative in Argentina charges him with responsibility for interaction with
government officials, drilling companies, our local lawyers and others, which
frequently requires that he exercise judgment and make decisions that might
usually be considered and decided by executive level officers. For this reason,
we believe that he is deemed to be an executive officer of our company and we
have included disclosure about him in this discussion rather than in the
discussion of key employees, below.

Family relationships

There are no family relationships with any of our other
directors and officers.

Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director and executive
officer, indicating the principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.

Kenneth E. Hicks, President and Director

Mr. Hicks was our Vice President (Exploration) from February
11, 2004 until May 26, 2005, at which date he was appointed President of our
company. He is a graduate of the University of British Columbia, holding a B.Sc.
(Honours) Geology Degree. Since graduating in 1982, Mr. Hicks has practiced his
profession as a geologist throughout North and South America for major mining
companies such as Falconbridge Limited, mid-tier copper-gold producers such as
Imperial Metals Corporation, as well as junior exploration companies. Since 1996
Mr. Hicks has worked extensively in South America, focusing primarily on
Argentina, where he has consulted for a number of junior companies.

Mr. Hicks is a registered member of the Association of
Professional Engineers and Geoscientists of British Columbia, as well as the
Society of Economic Geologists and the Association for Mineral Exploration BC.
Mr. Hicks recently resigned from the board of directors of Prominex Resource
Corp., a TSX Venture Exchange listed junior resource company with properties in
Newfoundland, Canada.

Mr. Hicks does not have family relationships with any director,
executive officer, or other person nominated to become a director or officer of
our company. In addition, Mr. Hicks does not have, and has not had, a direct or
indirect material interest in any transaction or proposed transaction in the
past two (2) years to which we were or are to be a party, with the exception of
(i) a written consulting agreement dated April 13, 2007, pursuant to which we
pay to a company controlled by Mr. Hicks a monthly consulting fee of
approximately $7,684 (CAD$9,000); and (ii) Mr. Hicks made a loan to our company
on July 1, 2006, which was evidenced by a demand promissory note bearing simple
interest at six percent (6%) (this loan was repaid on March 12, 2007, when Mr.
Hicks applied the balance owed as against the exercise price of options to
purchase shares of common stock of our company). These

---

- 43 -

transactions are discussed in more detail in the section of
this prospectus entitled Certain Relationships and Related Transactions
beginning at page 51.

Dr. Colin Godwin, Director

Dr. Godwin is Professor Emeritus at The University of British
Columbia, where he taught the exploration and geology of mineral deposits from
1975 until he retired in 1999. Since June 1, 2000, Dr. Godwin has been a
director of Rome Resources Ltd. (TSX-V: RMR), and he has been its President
since May 2002. He has published more than one hundred papers, approximately
thirty-five of which were professionally adjudicated. Dr. Godwin was a founding
director of International Geosystems Ltd. and became involved in the development
of the GEOLOG System, one of the first computer based schemes for capturing and
using data from exploration-development work, especially drill holes.

Recently, Dr. Godwin has conducted: (i) exploration programs in
Mexico, Argentina, Yukon, Nevada, Nicaragua, Honduras and Costa Rica, (ii)
drilling projects in Nevada and Mexico, and (iii) property examinations in
Argentina, Mexico, Northwest Territories, Nevada, Costa Rica, Ecuador and India.

Dr. Godwin is a registered P. Eng and P. Geo with the
Association of Professional Engineers and Geoscientists of British Columbia.

Dr. Godwin does not have family relationships with any
director, executive officer, or other person nominated to become a director or
officer of our company. In addition, Dr. Godwin does not have, and has not had,
a direct or indirect material interest in any transaction or proposed
transaction in the past two (2) years to which we were or are to be a party.

Jenna Hardy, Director

Ms. Hardy is an accomplished mining professional with extensive
experience in project management, corporate due diligence and governance,
property exploration and evaluation as well as environmental compliance.

From 1996 through 2004, Ms. Hardy served as the Manager of
Health Safety Environment with Pan American Silver Corp. where she was
responsible for corporate oversight of health, safety and environmental issues
at operating subsidiaries in Peru, Mexico and Bolivia, as well as development
projects in Argentina, Canada and the USA. In 2004, Ms. Hardy reactivated a
consulting company that she founded in 1986 and currently provides
environmental, corporate development and corporate governance services to
clients consisting primarily of junior natural resource companies working in
Mexico and Canada. Since late 2004, she has been a member of Capstone Mining
Corp.s technical advisory board, providing guidance with respect to regulatory
and environmental compliance in connection with the expansion of the San Roberto
mine in Zacatecas, Mexico. Since 2005, she has been consulting with Belcourt
Saxon Coal limited partnership as Director Environment Regulatory. Belcourt
Saxon Coal is developing coal projects in British Columbia, Canada.

Ms. Hardy holds an Executive MBA from Simon Fraser University,
and an M.Sc. (Economic Geology) and a B.Sc. (Geology) both from the University
of Toronto. Ms. Hardy is a member of the Association of Professional Engineers
and Geoscientists of British Columbia.

Ms. Hardy does not have a family relationship with any
director, executive officer, or other person nominated to become a director or
officer of our company. In addition, Ms. Hardy does not have, and has not had, a
direct or indirect material interest in any transaction or proposed transaction
in the past two (2) years to which we were or are to be a party. Ms. Hardy is
not a member of the board of directors of any other publicly traded company.

Rick Thibault, Director

Mr. Thibault is a registered P. Eng. with the Association of
Professional Engineers, Geologists and Geophysicists of Alberta. Mr. Thibault
has 28 years of operations, management and consulting experience in North and
South America, including nine years in Argentina.

---

- 44 -

Over the past six years, Mr. Thibault has been providing mining
engineering services to international clients active in Argentina, Chile and
throughout Latin America. Before becoming a consultant, Mr. Thibault was the
Managing Director of an operating industrial minerals mine in northwestern
Argentina.

Mr. Thibault holds a B.A.Sc. (Honors) in Mining Engineering
from Queens University (Kingston, Ontario, Canada) and is fluent in English,
Spanish and French. Mr. Thibault is the Chairman of the Industrial Minerals
Society of the Canadian Institute of Mining, Metallurgy and Petroleum.

Mr. Thibault is a member of the Association of Professional
Engineers and Geoscientists of Alberta and Chairman of the Industrial Minerals
Society of the Canadian Institute of Mining, Metallurgy and Petroleum.

Mr. Thibault does not have family relationships with any
director, executive officer, or other person nominated to become a director or
officer of our company. In addition, Mr. Thibault does not have, and has not
had, a direct or indirect material interest in any transaction or proposed
transaction in the past two (2) years to which we were or are to be a party.

Hamish Malkin, Chief Financial Officer

Mr. Malkin is a Chartered Accountant and a member of the
Canadian Institute of Chartered Accountants and the Institute for Chartered
Accountants of British Columbia. Mr. Malkin has been a consultant since April,
2003, providing chief financial officer services. Prior to 2003, Mr. Malkin held
senior financial positions in the resource, entertainment and commercial real
estate industries. Mr. Malkin is also currently the chief financial officer of
Entrée Gold Inc. (TSX: ETG; AMEX: EGI; Frankfurt: EKR), a Canadian company
reporting in both the United States and Canada, a director and the chief
financial officer of American Uranium Corporation (OTCBB:AUUM) a United States
reporting company, and a director and the chief financial officer of Dagilev
Capital Corp. (TSXV: DCC) a Canadian reporting company. Mr. Malkin does not
have, and has not had, a direct or indirect material interest in any transaction
or proposed transaction in the past two (2) years to which we were or are to be
a party, with the exception of a oral consulting agreement pursuant to which we
pay to Mr. Malkin a monthly consulting fee of approximately $2,500 (CAD$2,500).

Orlando Rionda, Legal Representative

Mr. Rionda began working with our company as our project
coordinator and field manager in Argentina in March of 2004. He is currently our
legal representative in Argentina, and is responsible for many of the
day-to-day decisions that our company must make at a local level about our
presence in Argentina. From 2002 until March of 2004, he worked as an
independent contractor on various hydrological projects in Argentina and Chile.
From January 1999 through December, 2001, he served as a logistical supervisor
for Falcon Drilling Ltd. in Argentina for various diamond drilling projects,
including Gualcamayo, Diabillios, San Simon and Mina La Mejicana. Mr. Rionda has
completed various post-secondary courses in hydrochemistry.

Significant Employees

Our significant employees, their ages and positions held are as
follows:

Name
    Position Held with the Company
    AgeDiego Guido
    Senior Technical Advisor
    34


Diego Guido, Senior Technical Advisor

Dr. Guido serves as our Senior Technical Advisor in Argentina.
Dr. Guido supervises the geological aspects of data compilation, interpretation
and design of exploration programs for detail mapping, reconnaissance
exploration and drill targeting on an as-required basis.

---

- 45 -

In 2002, Dr. Guido received his PhD. in Natural Science
(Geology) from the Natural Science and Museum Faculty of the La Plata National
University in La Plata, Argentina. His dissertation was on the Geology and
metallogeny of eastern Deseado Massif region, Santa Cruz province. Dr. Guido
also received his P.Geo from the La Plata National University (1996). Dr. Guido
holds a B.A. in Economic Orientation from the Antonio Mentruyt Institute in
Argentina (1990). Dr. Guido is a researcher at the Argentinean National
Commission of Scientific and Technical Research (CONICET) in Argentina and is a
lecturer in Ore Deposits Geology at the Natural Science and Museum Faculty of La
Plata National University.

Committees of the Board

Compensation Committee

Effective March 31, 2006, our board of directors created a
Compensation Committee. Our board of directors adopted a Compensation Committee
charter and appointed Rick Thibault and Jenna Hardy as members of our
Compensation Committee.

Nominating Committee

Effective March 31, 2006, our board of directors created a
Nominating Committee. Our board of directors adopted a Nominating Committee
charter and appointed Jenna Hardy and Rick Thibault as members of our Nominating
Committee.

Audit Committee and Audit Committee Financial Expert

Effective March 31, 2006, our board of directors created an
Audit Committee and adopted an Audit Committee charter. On that same date we
appointed Jenna Hardy, Rick Thibault and Colin Godwin as members of our Audit
Committee. Our Audit Committee did not meet during the year ended January 31,
2006. Our Audit committee convened its first meeting on April 26, 2007. Our
Audit Committee conducted one meeting during 2007.

Our Board of Directors has determined that it does not have a
member of its audit committee that qualifies as an audit committee financial
expert as defined in Item 401(e) of Regulation S-B, and is independent as the
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.

We believe that the members of our Audit Committee are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an audit committee financial expert would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact the we have not generated any revenues to date.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                             
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                             
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities;

---

- 46 -

| | 4. | being the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any Federal or State
      authority barring, suspending or otherwise limiting for more than 60 days
      the right of such person to engage in any activity described in paragraph
      (f)(3)(i) of this section, or to be associated with persons engaged in any
      such activity;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 5. | being found by a court of competent jurisdiction in a
      civil action or by the Commission to have violated any Federal or State
      securities law, and the judgment in such civil action or finding by the
      Commission has not been subsequently reversed, suspended, or vacated;
      or                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 6. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.                                                                                      

Code of Ethics

Our board of directors has established a Code of Ethics and
Business Conduct of Officers, Directors and Employees which applies to all of
our officers, directors and employees. The Code of Ethics is intended to meet
the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002, or
SOX, and the TSX Venture Exchange requirements, and is specifically applicable
to our principal executive officer, principal financial and accounting officer
and controller or persons performing similar functions. Among other matters, the
Code of Ethics is designed to deter wrongdoing and to promote:

- honest and ethical conduct, including the ethical handling of actual or
  apparent conflicts of interest between personal and professional
  relationships;
- ethical and fair dealing with our financial institutions, suppliers,
  vendors, competitors, agents and employees;
- full, fair, accurate, timely and understandable disclosure in our SEC
  reports and other public communications;
- compliance with applicable governmental laws, rules and regulations;
- lawful and ethical conduct when dealing with public officials and
  government entities;
- prompt internal reporting of violations of the Corporate Code of Conduct to
  appropriate persons identified in the code; and
- accountability for adherence to the Code of Ethics.

Waivers to the Code of Ethics may be granted only by our full
board of directors. In the event that our board of directors of directors grants
any waiver of the elements listed above to any of our directors or officers, we
expect to announce the waiver within four business days on the corporate
governance section of our website at www.argentexmining.com.

Disclosure Policy and Disclosure Committee.Our board of
directors has also established our Disclosure Policy and Disclosure Committee in
connection with the officer certifications required under Section 302 of SOX.
The Disclosure Policy facilitates our compliance with SEC disclosure
requirements regarding disclosure made by us to our stockholders and the
investment community. The disclosure committee assists us in ensuring that all
of the disclosures made by us to our stockholders, the investment community and
the SEC are made in compliance with all relevant laws, rules and regulations and
consistent with the Disclosure Policy. The members of the disclosure committee
are Mr. Hicks and Ms. Hardy.

---

- 47 -

Public Availability of Corporate Governance Documents.Our key corporate governance documents, including our Code of Ethics and the
charters of our audit committee, compensation committee and nominating committee
are:

- available on our corporate website;
- available in print to any stockholder who requests them from our corporate
  secretary; and
- certain of them are or will be filed as exhibits to our securities filings
  with the SEC.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during the fiscal year ended January 31, 2008, all filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners were complied with.

Item 10.      Executive
Compensation.

The particulars of compensation paid to the following persons:

|- | our principal executive officers;                                                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                  
|- | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended January 31, 2008; and                                                                                 
|  |                                                                                                                                                                                                                                                  
|- | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the most recently
      completed financial year,

who we will collectively refer to as the named executive
officers, of our years ended January 31, 2008 and 2007, are set out in the
following summary compensation table:

SUMMARY COMPENSATION TABLE

Non-EquityIncentive
    NonqualifiedName and
    
    
    
    Stock
    Option
    Plan
    Deferred
    All Otherprincipal
    
    Salary
    Bonus
    Awards
    Awards
    Compensation
    Compensation
    Compensa-position
    Year
    ($)
    ($)
    ($)
    ($)
    ($)
    Earnings ($)
    tion ($)
    Total ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)Kenneth Hicks
    2008
    Nil
    Nil
    Nil
    712,000
    Nil
    Nil
    113,921
    825,921Chairman of the
    2007
    Nil
    Nil
    Nil
    120,797
    Nil
    Nil
    95,086
    215,883Board, President,Secretary andTreasurer


Employment/Consulting Agreements

On February 12, 2005, we entered into a management agreement
with Christopher Dyakowski, wherein

Mr. Dyakowski was appointed our President, Chief Executive
Officer, Chief Financial Officer and Secretary and as a director for a term of
six months. We agreed to pay to Mr. Dyakowski approximately $4,269 (CAD$5,000)
per month. Effective June 1, 2005, Mr. Dyakowski resigned as President, Chief
Executive Officer, Chief Financial Officer, Secretary and director and the
management agreement was terminated.

---

- 48 -

On April 13, 2007, we entered into a Consulting Agreement with
Frontera Geological Services Ltd., a company that is wholly-owned by our
president, Ken Hicks. Under the agreement, Frontera Geological Services Ltd. has
agreed to make Mr. Hicks available to our company on a substantially full-time
basis (approximately 80% of his working hours) to serve as our companys
president for a term of two years from the date of the agreement. In exchange,
we agreed to pay a fee to Frontera Geological Services Ltd. consisting of cash
in the amount of CDN$9,000 per month and we agreed to issue to Mr. Hicks 900,000
share purchase warrants. Each share purchase warrant may be exercised into one
common share of our company at an exercise price of $1.25 until they expire on
April 13, 2012. If (a) during the period beginning on April 13, 2007 and
expiring on April 13, 2008, our company has income equal to or greater than
$5,000,000 (U.S.) from all sources (including revenue from operations, sale of
properties or any interest therein, sale of equity and similar income but
excluding income from the sale of debt securities), or (b) during the period
beginning on April 13, 2007 and expiring on April 13, 2009, the average price
for one of our common shares on any single market for 20 consecutive
trading-days equals or exceeds $3.00 (U.S.) then, in either of such events, we
have agreed to issue to Mr. Hicks, as an incentive bonus, 250,000 of our common
shares. The term of this agreement commenced on April 13, 2007 and expires April
13, 2009. On April 13, 2007, we issued 900,000 share purchase warrants to Mr.
Hicks as required by this consulting agreement.

In March of 2006, we entered into a written consulting
agreement with Hamish Malkin dated as of November 1, 2005. This written
agreement confirmed the terms of our oral agreement with Mr. Malkin dated on or
about November 1, 2005, whereby he agreed to act as our Chief Financial Officer
and we agreed to pay him a consulting fee of approximately $1,039 (CAD $1,200)
per month during the months of November and December of 2005 and a consulting
fee of approximately $2,500 (CAD $2,500) per month for each month during
calendar year 2006. In this agreement, we also agreed to grant to grant to Mr.
Malkin option to purchase an aggregate of 200,000 shares of our common stock at
an exercise price of $0.25 per share. Although this written agreement has
expired, Mr. Malkin continues to act as our Chief Financial Officer (and our
principal accounting and financial officer) and we continue to pay Mr. Malkin a
cash consulting fee for those services.

We have an oral agreement with our bookkeeper, Jie Fang,
pursuant to which Ms. Fang keeps our accounting records on an as-needed basis at
an hourly rate of approximately $30 (CAD $30) per hour

We also have an oral consulting agreement with Diego Guido, a
geologist who serves as our Senior Technical Advisor in Argentina. He supervises
the geological aspects of data compilation, interpretation and design of
exploration programs for detail mapping, reconnaissance exploration and drill
targeting on an as-required basis. We pay our Senior Technical Advisor at a
daily rate for time spent. In addition to this compensation, on December 7, 2006
we awarded to Mr. Guido an incentive bonus in the form of 15,000 shares of our
common stock and, on May 11, 2007, we awarded to Mr. Guido an additional
incentive bonus in the form of 35,000 shares of our common stock.

Our subsidiary, SCRN Properties Ltd., employs Orlando Rionda as
its full-time legal representative in Argentina. Mr. Rionda performs
administrative tasks on a full-time basis and looks after our local claims
management, accounting, field logistical support, legal administration, field
staffing and other matters in Argentina. Our subsidiary pays Mr. Rionda at a
rate of $75 per day for each day worked in the office and $150 per day for each
work day spent in the field. In addition to this compensation, on December 7,
2006 we awarded to Mr. Rionda an incentive bonus in the form of 15,000 shares of
our common stock and, on May 11, 2007, we awarded to Mr. Rionda an additional
incentive bonus in the form of 35,000 shares of our common stock.

We have an oral consulting agreement with The Primoris Group
Inc., a Toronto, Ontario, Canada based investor relations firm pursuant to which
The Primoris Group provides our company with services and advice relating to our
website, press releases and investor communications. In exchange for these
services, we pay to The Primoris Group a monthly consulting fee of $3,500. In
addition, on May 11, 2007, we granted to The Primoris Group 150,000 options to
purchase common shares of our company at an exercise price of $1.35. These
options have a term of four years from the date of grant. These options are
subject to vesting provisions contained in the stock option agreement between
our company and The Primoris Group, which provides that 37,500 of these options
vested on May 11, 2007 and, assuming that The Primoris Group continues to
provide consulting services to our company on the vesting date, an additional
37,500 options shall vest on August 11, 2007, 37,500 options shall vest on
November 11, 2007; and the final instalment of 37,500 options shall vest on
February 11, 2008.

---

- 49 -

Outstanding Equity Awards at Fiscal Year-End

OPTION
        AWARDS
      STOCK
        AWARDSName 
        (a)
      Number of 
        Securities 
        Underlying 
        Unexercised 
        Options 
        (#) 
        Exercisable 
        (b)
      Number of 
        Securities 
        Underlying 
        Unexercised 
        Options 
        (#) 
        Unexercisable 
        (c)
      Equity 
        Incentive Plan 
        Awards: 
        Number of 
        Securities 
        Underlying 
        Unexercised 
        Unearned 
        Options 
        (#) 
        (d)
      Option 
        Exercise 
        Price 
        ($) 
        (e)
      Option 
        Expiration 
        Date 
        (f)
      Number 
        of Shares 
        or Units 
        of Stock 
        That 
        Have Not 
        Vested 
        (#) 
        (g)
      Market 
        Value of 
        Shares 
        or Units 
        of Stock 
        That 
        Have 
        Not 
        Vested 
        ($) 
        (h)
      Equity 
        Incentive 
        Plan 
        Awards: 
        Number of 
        Unearned 
        Shares, 
        Units or 
        Other 
        Rights That 
        Have Not 
        Vested 
        (#) 
        (i)
      Equity 
        Incentive 
        Plan 
        Awards: 
        Market or 
        Payout 
        Value of 
        Unearned 
        Shares, 
        Units or 
        Other Rights 
        That Have 
        Not Vested 
        (#) 
        (j)Kenneth Hicks
      333,334
      N/A
      333,334
      $0.25
      Mar 16/13
      Nil
      Nil
      Nil
      NilColin Godwin
      200,000
      N/A
      200,000
      $0.25
      Dec 13/09
      Nil
      Nil
      Nil
      NilJenna HardyRichard ThibaultHamish Malkin


Compensation of Directors

We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any director's fees or other
cash compensation for services rendered as a director since our inception to
January 31, 2008.

Other than as previously mentioned, we have no formal plan for
compensating our directors for their service in their capacity as directors,
although such directors are expected in the future to receive stock options to
purchase common shares as awarded by our board of directors or (as to future
stock options) a compensation committee which may be established. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
Our board of directors may award special remuneration to any director
undertaking any special services on our behalf other than services ordinarily
required of a director. No director received and/or accrued any compensation for
their services as a director, including committee participation and/or special
assignments.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers, except that
our directors and executive officers may receive stock options at the discretion
of our board of directors. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

Item 11.      Security
Ownership of Certain Beneficial Owners and Management.

The following table sets forth, as of April 2, 2008, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power

---

- 50 -

with respect to the shares of common stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated.

Name and Address of Beneficial Owner
      Title of Class(1)
      Amount
        and Nature of Beneficial Ownership
      Percentage of Class(2)Kenneth Hicks 
        Suite 602, 1112 West Pender Street 
        Vancouver, BC V6E 2S1
      common stock
      1,083,333(3)
      Direct
      3.44%Hamish Malkin 
        Suite 602, 1112 West Pender Street 
        Vancouver, BC V6E 2S1
      common stock
      200,000(4)
      Direct
      0.63%Jenna Hardy 
        Suite 602, 1112 West Pender Street 
        Vancouver, BC V6E 2S1
      common stock
      200,000(5)
      Direct
      0.63%Colin Godwin 
        Suite 602, 1112 West Pender Street 
        Vancouver, BC V6E 2S1
      common stock
      300,000(6)
      Direct
      0.95%Richard Thibault 
        Suite 602, 1112 West Pender Street 
        Vancouver, BC V6E 2S1
      common stock
      200,000(7)
      Direct
      0.63%Passport Materials Master Fund, LP 
        30 Hotaling Place, Suite 300 
        San Francisco, CA 94111
      common stock
      2,700,000
      Indirect
      8.58%Total Directors and officers as a group
      
      1,983,333
      
      6.30%


|(1) | Beneficial ownership is determined in accordance with SEC
      rules and generally includes voting or investment power with respect to
      securities. Shares of common stock subject to options, warrants and
      convertible preferred stock currently exercisable or convertible, or
      exercisable or convertible within 60 days, would be counted as outstanding
      for computing the percentage of the person holding such options or
      warrants but not counted as outstanding for computing the percentage of
      any other person.           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | Based on 31,465,522 shares of common stock issued and
      outstanding as of April 2, 2008. Beneficial ownership is determined in
      accordance with the rules of the SEC and generally includes voting or
      investment power with respect to securities. Except as otherwise
      indicated, we believe that the beneficial owners of the common stock
      listed above, based on information furnished by such owners, have sole
      investment and voting power with respect to such shares, subject to
      community property laws where applicable.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(3) | Includes 166,667 stock options which may be exercised
      into common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(4) | Includes 200,000 share purchase warrants which may be
      exercised into common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(5) | Includes 200,000 share purchase warrants which may be
      exercised into common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(6) | Includes 300,000 share purchase warrants which may be
      exercised into common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(7) | Includes 200,000 share purchase warrants which may be
      exercised into common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

Item 12.      Certain
Relationships and Related Transactions, and Director Independence.

Except as disclosed below, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.

On April 13, 2007, we entered into a Consulting Agreement with
Frontera Geological Services Ltd., a company that is wholly-owned by our
president, Ken Hicks. Under the agreement, Frontera Geological Services Ltd. has
agreed

---

- 51 -

to make Mr. Hicks available to our company on a substantially
full-time basis (approximately 80% of his working hours) to serve as our
companys president for a term of two years from the date of the agreement. In
exchange, we agreed to pay a fee to Frontera Geological Services Ltd. consisting
of cash in the amount of CDN$9,000 per month and we agreed to issue to Mr. Hicks
900,000 share purchase warrants. Each share purchase warrant may be exercised
into one common share of our company at an exercise price of $1.25 until they
expire on April 13, 2012. If (a) during the period beginning on April 13, 2007
and expiring on April 13, 2008, our company has income equal to or greater than
$5,000,000 (U.S.) from all sources (including revenue from operations, sale of
properties or any interest therein, sale of equity and similar income but
excluding income from the sale of debt securities), or (b) during the period
beginning on April 13, 2007 and expiring on April 13, 2009, the average price
for one of our common shares on any single market for 20 consecutive
trading-days equals or exceeds $3.00 (U.S.) then, in either of such events, we
have agreed to issue to Mr. Hicks, as an incentive bonus, 250,000 of our common
shares. The term of this agreement commenced on April 13, 2007 and expires April
13, 2009. On April 13, 2007, we issued 900,000 share purchase warrants to Mr.
Hicks as required by this consulting agreement.

In March of 2006, we entered into a written consulting
agreement with Hamish Malkin dated as of November 1, 2005. This written
agreement confirmed the terms of our oral agreement with Mr. Malkin dated on or
about November 1, 2005, whereby he agreed to act as our Chief Financial Officer
and we agreed to pay him a consulting fee of approximately $1,039 (CAD $1,200)
per month during the months of November and December of 2005 and a consulting
fee of approximately $2,500 (CAD $2,500) per month for each month during
calendar year 2006. In this agreement, we also agreed to grant to grant to Mr.
Malkin option to purchase an aggregate of 200,000 shares of our common stock at
an exercise price of $0.25 per share. Although this written agreement has
expired, Mr. Malkin continues to act as our Chief Financial Officer (and our
principal accounting and financial officer) and we continue to pay Mr. Malkin a
cash consulting fee for those services.

We have an oral agreement with our bookkeeper, Jie Fang,
pursuant to which Ms. Fang keeps our accounting records on an as-needed basis at
an hourly rate of approximately $30 (CAD $30) per hour

We also have an oral consulting agreement with Diego Guido, a
geologist who serves as our Senior Technical Advisor in Argentina. He supervises
the geological aspects of data compilation, interpretation and design of
exploration programs for detail mapping, reconnaissance exploration and drill
targeting on an as-required basis. We pay our Senior Technical Advisor at a
daily rate for time spent. In addition to this compensation, on December 7, 2006
we awarded to Mr. Guido an incentive bonus in the form of 15,000 shares of our
common stock and, on May 11, 2007, we awarded to Mr. Guido an additional
incentive bonus in the form of 35,000 shares of our common stock.

Our subsidiary, SCRN Properties Ltd., employs Orlando Rionda as
its full-time legal representative in Argentina. Mr. Rionda performs
administrative tasks on a full-time basis and looks after our local claims
management, accounting, field logistical support, legal administration, field
staffing and other matters in Argentina. Our subsidiary pays Mr. Rionda at a
rate of $75 per day for each day worked in the office and $150 per day for each
work day spent in the field. In addition to this compensation, on December 7,
2006 we awarded to Mr. Rionda an incentive bonus in the form of 15,000 shares of
our common stock and, on May 11, 2007, we awarded to Mr. Rionda an additional
incentive bonus in the form of 35,000 shares of our common stock.

Item 13.      Exhibits

Exhibits required by Item 601 of Regulation S-B

|Exhibit No. | Description                                                                                                                                                                                                                    
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)         | Articles of Incorporation and Bylaws                                                                                                                                                                                           
|3.1         | Articles of Incorporation of the Registrant, filed as an
      exhibit to the registration statement on Form SB- 2 filed with the
      Commission on March 12, 2002 and incorporated herein by reference.                     
|3.2         | By-laws of the Registrant, filed as an exhibit to the
      registration statement on Form SB-2 filed with the Commission on March 12,
      2002 and incorporated herein by reference.                                        
|3.3         | Certificate of Designation of Series A Convertible
      Preferred Stock, filed as an exhibit to the annual report on Form 10-KSB
      filed with the Commission on April 30, 2004 and incorporated herein by
      reference.

---

- 52 -

|Exhibit | Description                                                                                                                                                                                                                                                                                                                                         
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                                                                                                                                                                                                     
|3.4     | Articles of Merger field with the Secretary of State of
      Nevada on November 5, 2007, filed as an exhibit to the current report on
      Form 8-K filed with the Commission on November 15, 2007 and incorporated
      herein by reference.                                                                                                    
|3.5     | Certificate of Merger of Argentex Mining Corporation into
      Argentex Mining Corporation filed with the Secretary of State of Delaware
      on November 5, 2007, filed as an exhibit to the current report on Form 8-K
      filed with the Commission on November 15, 2007 and incorporated herein by
      reference.                         
|(4)     | Instruments Defining the Rights of Security Holders,
      Including Indentures                                                                                                                                                                                                                                                                     
|4.1     | 2007 Stock Option Plan, filed as an exhibit to the
      current report on Form 8-K filed with the Commission on November 15, 2007
      and incorporated herein by reference.                                                                                                                                                                      
|(10)    | Material Contracts                                                                                                                                                                                                                                                                                                                                  
|10.1    | Mineral Property Option Agreement dated February 24, 2004
      between the Registrant and Chris Dyakowski, filed as an exhibit to the
      current report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                                                      
|10.2    | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Chris Dyakowski, filed as an exhibit to
      the current report on Form 8-K filed with the Commission on March 4, 2004
      and incorporated herein by reference.                                                                                 
|10.3    | Share Purchase Agreement dated February 24, 2004 between
      the Registrant and Chris Dyakowski, filed as an exhibit to the current
      report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                                                               
|10.4    | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and San Telmo Energy Ltd., filed as an exhibit
      to the current report on Form 8-K filed with the Commission on March 4,
      2004 and incorporated herein by reference.                                                                           
|10.5    | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Storm Cat Energy Corp., filed as an
      exhibit to the current report on Form 8-K filed with the Commission on
      March 4, 2004 and incorporated herein by reference.                                                                          
|10.6    | Consulting Agreement dated February 12, 2005 between the
      Registrant and Kenneth Hicks, filed as an exhibit to the annual report on
      Form 10-KSB, filed with the Commission on May 13, 2005 and incorporated
      herein by reference.                                                                                                   
|10.7    | Consulting Agreement dated February 25, 2005 between the
      Registrant and Chris Dyakowski, and Consulting Agreement dated February
      12, 2005 between the Registrant and Kenneth Hicks, filed as an exhibit to
      the annual report on Form 10-KSB, filed with the Commission on May 13,
      2005 and incorporated herein by reference.
|10.8    | Diamond Core Drilling (Surface) Agreement, dated as of
      January 18, 2005, between the Registrant and Connors Argentina S.A., filed
      as an exhibit to the current report on Form 8-K filed with the Commission
      on January 24, 2005 and incorporated herein by reference.                                                             
|10.9    | Amendment to Mineral Property Acquisition Agreement dated
      June 30, 2005, filed as an exhibit to the current report on Form 8-K filed
      with the Commission on July 5, 2005 and incorporated herein by reference.                                                                                                                          
|10.10   | Restated Amendment to Mineral Property Acquisition
      Agreement dated August 8, 2005, filed as an exhibit to the current report
      on Form 8-K, filed with the Commission on August 9, 2005 and incorporated
      herein by reference.                                                                                                       
|10.11   | Consulting Agreement dated April 12, 2007 with Frontera
      Geological Services Ltd. filed as an exhibit to our current report on Form
      8-K, filed with the Commission on April 18, 2007 and incorporated herein
      by reference.                                                                                                         
|(14)    | Code of Ethics                                                                                                                                                                                                                                                                                                                                      
|14.1    | Code of Ethics and Business Conduct of Officers,
      Directors and Employees, filed as an exhibit to the annual report on Form
      10-KSB filed with the Commission on April 30, 2004 and incorporated herein
      by reference.                                                                                                               
|(21)    | Subsidiaries                                                                                                                                                                                                                                                                                                                                        
|21.1    | Subsidiaries of Argentex Mining Corporation                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                     
|        | SCRN Properties Ltd.                                                                                                                                                                                                                                                                                                                                

---

- 53 -

|Exhibit | Description                                                                                                                                                                                                  
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                                                              
|31.1    | Certification
        of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
        promulgated under the Securities and Exchange Act of 1934, as amended
        (Chief Executive Officer).
|31.2    | Certification
        pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities
        and Exchange Act of 1934, as amended (Chief Financial Officer).                                   
|32.1    | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes- Oxley Act of 2002 (Chief Executive Officer).                                           
|32.2    | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes- Oxley Act of 2002 (Chief Financial Officer).                                           

Item 14.      Principal
Accountant Fees and Services

Audit Fees

The aggregate fees billed by Morgan & Company for
professional services rendered for the audit of our annual financial statements
for review of our quarterly interim financial statements and in connection with
statutory and regulatory filings were $43,295 for the fiscal year ended January
31, 2008 and $36,300 for the fiscal year ended January 31, 2007. This category
also includes the review of interim financial statements and services in
connection with registration statements and other filings with the Securities
and Exchange Commission.

Audit Related Fees

For the fiscal years ended January 31, 2008 and 2007, Morgan
& Company billed $Nil and $Nil, respectively, for fees relating to the
performance of the audit of our financial statements which are not reported
under the caption Audit Fees above.

Tax Fees

For the fiscal years ended January 31, 2008 and 2007, Morgan
& Company billed $Nil and $Nil, respectively, for fees for tax compliance,
tax advice and tax planning services.

We do not use Morgan & Company for financial information
system design and implementation. These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers. We do not
engage Morgan & Company to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before Morgan & Company is engaged by us to
render any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee (which consists of our entire board of
  directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

---

- 54 -

The board of directors has considered the nature and amount of
  fees billed by Morgan & Company and believes that the provision of services
  for activities unrelated to the audit is compatible with maintaining Morgan
  & Companys independence.

---

- 55 -

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

ARGENTEX MINING CORPORATION

By:      /s/ Kenneth Hicks 
  Kenneth Hicks, President and Director 
  (Principal Executive Officer) 
  June 2, 2009

By:      /s/ Hamish Malkin 
  Hamish Malkin, Chief Financial Officer 
  (Principal Financial Officer and Principal Accounting Officer) 
  June 2, 2009

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By:      /s/ Kenneth Hicks 
  Kenneth Hicks, President and Director 
  (Principal Executive Officer) 
  June 2, 2009

By:      /s/ Hamish Malkin 
  Hamish Malkin, Chief Financial Officer 
  (Principal Financial Officer and Principal Accounting Officer) 
  June 2, 2009

By:      /s/ Jenna Hardy 
  Jenna Hardy, Director 
  June 2, 2009

By:      /s/ Colin Godwin 
  Colin Godwin, Director 
  June 2, 2009

By:      /s/ Richard Thibault 
  Richard Thibault, Director 
  June 2, 2009

---