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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

[   ]   REGISTRATION STATEMENT PURSUANT TO SECTION
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year endedJanuary 31,
2013

OR

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

OR

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

Date of event requiring this shell company
report_______________________

For the transition period from ____________to
____________________

Commission file number 000-49995

Argentex Mining
Corporation(Exact name of Registrant as specified in its
charter)

Not Applicable(Translation of Registrants
name into English)

British Columbia, Canada(Jurisdiction of
incorporation or organization)

Suite 835, 1100 Melville StreetVancouver, British Columbia V6E 4A6, Canada(Address of
principal executive offices)

Michael Brown, President,
Suite 835, 1100 Melville Street Vancouver, British Columbia V6E 4A6,
Canada Telephone: 604.568.2496 Fax: 604.568.1540Email: mike@argentexmining.com(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact
Person)

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Securities registered or to be registered pursuant to Section
12(b) of the Act.

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Not Applicable      | Not Applicable                           

Securities registered or to be registered pursuant to Section
12(g) of the Act.

Common Shares Without Par Value(Title of
Class)

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.

Not Applicable(Title of Class)

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report.

There were 71,677,317 common shares, without par value,
issued and outstanding as of January 31, 2013.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
[   ] YES   [ x ] NO

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
[   ] YES   [ x ] NO

Note  Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.

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

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

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

|Large accelerated filer [   ] | Accelerated filer [   ] | Non-accelerated filer [ x ]
|----------------------------- | ----------------------- | ---------------------------

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Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|U.S. GAAP [ x ] | International Financial Reporting Standards as
      issued | Other [   ]
|--------------- | ----------------------------------------------------------- | -----------
|                | by the International Accounting Standards Board
    [   ]   |            

If Other has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow.  
[   ]Item 17   [   ]Item 18

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).   
[   ] YES   [ x ] NO

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
[   ] YES   [   ] NO

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PART I

GENERAL

Cautionary Note Regarding Forward-Looking Statements

This annual report on Form 20-F 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, forward-looking statements can be identified
by the use of terminology such as may, should, expects, plans,
anticipates, believes, estimates, predicts, potential or continues
or the negative of these terms or other comparable terminology. Examples of
forward-looking statements made in this annual report on Form 20-F include
statements about:

- our exploration programs and results,
- the economic potential of our mineral exploration properties;
- the costs and timing of our exploration and development activities;
- our future investments in and acquisitions of mineral resource properties;
- our estimation of mineral resources and the realization of mineral resource
  estimates;
- our need for, and our ability to raise, capital;
- our financial and operating objectives and strategies to achieve them; and
- our expenditures and other financial or operating performance.

The material assumptions supporting these forward-looking
statements include, among other things:

- the cost and timing of our projected exploration activities;
- our ability to obtain any necessary financing on acceptable terms;
- timing and amount of capital expenditures;
- our ability to obtain necessary drilling and related equipment in a timely
  and cost-effective manner;
- retention of skilled personnel;
- the timely receipt of required regulatory approvals;
- continuation of current tax and regulatory regimes;
- current exchange rates and interest rates; and
- general economic and financial market conditions.

Although management considers these assumptions to be
reasonable based on information currently available to it, they may prove to be
incorrect. These forward-looking statements are only predictions and involve
known and unknown risks, uncertainties and other factors, including:

- general economic and business conditions;

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- our negative operating cash flow;
- our ability to obtain additional financing;
- fluctuations in worldwide prices and demand for minerals;
- fluctuations in the level of our exploration and development activities;
- increases in capital and operating costs;
- risks associated with mineral resource exploration and development
  activities;
- uncertainties inherent in the estimation of mineral resources and mineral
  reserves;
- competition for resource properties and infrastructure in the mineral
  exploration industry;
- technological changes and developments in the mineral exploration and
  mining industry;
- regulatory uncertainties and potential environmental liabilities;
- political developments in Argentina; and
- the risks in the section of this Form 20-F entitled Risk Factors,

any of which may cause our company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. Further, although we have attempted to
identify factors that could cause actual results, levels of activity,
performance or achievements to differ materially from those described in
forward-looking statements, there may be other factors that cause results,
levels of activity, performance or achievements not to be as anticipated,
estimated or intended.

While these forward-looking statements and any assumptions upon
which they are based are made in good faith and reflect managements current
judgment regarding the direction of our business, actual results may vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Accordingly, readers should not
place undue reliance on forward-looking statements. Except as required by
applicable law, including the securities laws of Canada and the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results. All forward-looking statements in this Form
20-F are qualified by this cautionary statement.

Unless otherwise indicated, all dollar amounts referred to
herein are in United States dollars. All references to CDN$ are to Canadian
dollars and all references to US$ are to United States dollars and an exchange
rate of 1.00 between $CDN and $US has been presumed.

Unless otherwise indicated, the terms we, us, our and
Company mean Argentex Mining Corporation, a British Columbia corporation,
and/or our wholly owned subsidiary, SCRN Properties Ltd., a British Columbia
corporation.

ITEM 1 Identity of Directors, Senior Management and
Advisers

Not applicable.

ITEM 2 Offer Statistics and Expected Timetable

Not applicable.

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ITEM 3 Key Information

A. Selected Financial Data

The following financial data summarizes selected financial data
for our company prepared in accordance with United States generally accepted
accounting principles (US GAAP) for the five fiscal years ended January
31, 2013. The information presented below for the five year period ended January
31, 2013 is derived from our financial statements which were examined by our
independent auditor. The information set forth below should be read in
conjunction with our audited annual financial statements and related notes
thereto included in this annual report, and with the information appearing under
the heading Item 5  Operating and Financial Review and Prospects.

Selected Financial Data

(Stated in United States Dollars  Calculated in accordance
with US GAAP)

Year Ended January 31, 2013
      (audited)
    Year Ended January 31, 2012
      (audited)
    Year Ended January 31, 2011
      (audited)
    Year Ended January 31, 2010
      (audited)
    Year Ended January 31, 2009
      (audited)($)
    ($)
    ($)
    ($)
    ($)Revenue
    Nil
    Nil
    Nil
    Nil
    NilExpenses
    7,970,065
    9,051,301
    5,167,893
    2,644,324
    4,531,194Net Loss
    7,929,950
    8,998,382
    5,164,198
    2,658,296
    4,527,835Comprehensive Loss
    7,972,132
    8,978,538
    5,164,198
    2,658,296
    4,527,835Basic and Diluted Loss Per Share
    $0.11
    $0.14
    $0.11
    $0.07
    $0.15


Year Ended January 31, 2013
      (audited)
    Year Ended January 31, 2012
      (audited)
    Year Ended January 31, 2011
      (audited)
    Year Ended January 31, 2010
      (audited)
    Year Ended January 31, 2009
      (audited)($)
    ($)
    ($)
    ($)
    ($)Mineral Properties
    815,000
    815,000
    815,000
    Nil
    NilTotal Assets
    3,443,763
    10,646,310
    6,963,168
    3,372,176
    165,091Long-Term Debt
    Nil
    Nil
    Nil
    Nil
    NilDividends
    Nil
    Nil
    Nil
    Nil
    NilShares Outstanding
    71,677,317
    71,437,317
    56,587,922
    43,921,754
    32,590,553


B. Capitalization and Indebtedness

Not applicable

C. Reasons for the Offer and Use of Proceeds

Not applicable

D. Risk Factors

Much of the information included in this report includes or is
based upon estimates, projections or other forward-looking statements. Such
forward-looking statements include any projections or estimates made by the
Company and its management in connection with our business operations. 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 its 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 law, we undertakes no
obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of such statements.

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Such estimates, projections or other forward-looking statements
involve various risks and uncertainties as outlined below. We caution readers of
this report that important factors in some cases have affected and, in the
future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward-looking statements. In evaluating our company, our business and
any investment in our business, readers should carefully consider the following
factors:

Risks Associated With Mining

All of our properties are in the exploration stage. There
is no assurance that we can establish the existence of any mineral reserve on
any of our properties. Unless and until we can do so, we cannot earn any
revenues from operations and if we do not do so we may lose all of the funds
that we have spent on exploration. If we do not discover any mineral reserve,
our business may fail.

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

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

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

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labor standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at an economically viable cost. If we
cannot accomplish these objectives, our business could fail. Although we believe
that we are in compliance with all material laws and regulations that currently
apply to our activities, we can give no assurance that we can continue to remain
in compliance. Current laws and regulations could be amended and we might not be
able to comply with them, as amended. Further, there can be no assurance that we
will be able to obtain or maintain all permits necessary for our future
operations, or that we will be able to obtain them on reasonable terms. To the
extent such approvals are required and are not obtained, we may be delayed or
prohibited from proceeding with planned exploration or development of our
mineral properties.

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

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

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

Mineral exploration, development and production involve many
risks which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Our exploration and development activities will be
subject to all of the hazards and risks inherent in these activities. If we
discover a mineral reserve, our operations could be subject to all of the
hazards and risks inherent in the development and production of a mineral
reserve, including liability for pollution, cave-ins or similar hazards against
which we cannot insure or against which we may elect not to insure. Any such
event could result in work stoppages and damage to property, including damage to
the environment. While we currently carry insurance for our exploration and
development activities we cannot guarantee that an event will not occur that is
either not insurable or has not been adequately covered by existing insurance
policies. Similarly for operations we do not currently maintain any insurance
coverage against these operating hazards nor can we guarantee that if we
commence operations that all hazards can be or will be adequately covered by
insurance other than on a best efforts basis. The payment of any liabilities
that may arise from any such occurrence would likely have a material adverse
impact on our company.

Fluctuating precious metals and copper prices could
negatively impact our business.

The potential for profitability of our mining properties is
directly related to the market price of gold and silver. The price of gold and
silver may also have a significant influence on the market price of our common
stock. The market price of gold and silver historically has fluctuated
significantly and is affected by numerous factors beyond our control. These
factors include supply and demand fundamentals, expectations with respect to the
rate of inflation, the relative strength of the U.S. dollar and other
currencies, interest rates, gold and silver sales and loans by central banks,
forward sales by metal producers, accumulation and divestiture by exchange
traded funds, global or regional political, economic or banking crises, and a
number of other factors. The market price of silver is also affected by
industrial demand. The selection of a property for exploration or development,
the determination to construct a mine and place it into production, and the
dedication of funds necessary to achieve such purposes are decisions that must
be made long before the first revenues, if any, from production will be
received. Price fluctuations between the time that such decisions are made and
the commencement of production can have a material adverse effect on the
economics of a mine.

The volatility in gold and, silver prices is illustrated by the
following table, which sets forth, for the periods indicated, the average market
prices in U.S. dollars per ounce of gold and silver, based on the daily London
P.M. fix.

Average Annual Market Price of Gold and Silver (per oz.)

Metal
    2008
    2009
    2010
    2011
    2012Gold
    $872
    $972
    $1,224
    $1,572
    $1,669Silver
    $14.99
    $14.67
    $20.19
    $35.12
    $31.15


The volatility of mineral prices represents a substantial risk
which no amount of planning or technical expertise can fully eliminate. In the
event gold and silver prices decline and remain low for prolonged periods of
time, we might be unable to develop our properties, which may adversely affect
our results of operations, financial performance and cash flows.

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.

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

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Risks Associated with Our Company

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

We have not generated any revenue from operations since our
incorporation. Although we had working capital of $1,752,179 as of January 31,
2013, we have a history of operating losses since our inception in 2001, and had
an accumulated deficit of $39,169,460 as of January 31, 2013. 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 April 26, 2013, we had cash in the amount of
approximately $1.3 million. We do not believe that our cash on hand is
sufficient to fund our currently budgeted operating requirements for the 12
month period ending April 30, 2014. In addition, our budget could increase
during the year in response to matters that cannot be currently anticipated and
we might find that we need to raise more capital in order to properly address
these items. Although we have signed a binding $5.0 million term sheet with
Austral Gold Ltd., it is possible that this financing may not close. If it does
not close, it is possible that we will be unable to secure an alternative source
of funding. We have traditionally raised our operating capital from sales of
equity and debt securities, but there can be no assurance that we will continue
to be able to do so. The market instability may make it harder for us to raise
capital as and when we need it and have made it difficult for us to assess the
impact of the crisis on our operations or liquidity and to determine if the
prices we might receive on the sale of minerals, if any, would exceed the cost
of mineral exploitation. 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 could fail.

We conduct mineral exploration in foreign countries which
have special risks which could have a negative effect on our operations and
valuation.

Our exploration operations are primarily conducted in
Argentina. Foreign countries can experience economic instability associated with
unfavourable exchange rates, high unemployment, inflation and foreign debt.
These factors could pose serious potential problems associated with our ability
to raise additional capital which will be required to explore and/or develop any
of our mineral properties. For example, official government estimates of
inflation in Argentina for 2012 are around 11%, however unofficial estimates
place this figure at closer to 25 - 30%. Inflation of this magnitude would
impact the cost of carrying out our business plans in Argentina. Developing
economies have additional risks, including: foreign exchange controls, changes
to or invalidation of government mining laws and regulations; expropriation or
revocation of land or property rights; changes in foreign ownership rights;
changes in foreign taxation rates; corruption; uncertain political climate;
terrorist actions or war; and lack of a stable economic climate.

On October 26, 2011 the Federal Government of Argentina
announced that future export revenues derived from mining operations must be
repatriated to Argentina and converted to Argentine currency prior to being
distributed either locally or back overseas. The distribution of earnings back
overseas would require Argentine currency to be reconverted to foreign currency
for repatriation. This overturns the benefits provided in 2002 and 2003-04 to
all Argentinean oil and mining companies, respectively, that exempted them from
the currency repatriation laws that apply to all other primary producers in the
country. Although we do not currently derive any revenue from the export of any
commodities, this requirement to repatriate earnings from future exports could
have an adverse effect on our ability to exploit any minerals on any of our
properties.

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Our operations in Argentina are subject to changes in
political conditions, regulations and crime.

In January 2008, the Argentinean government reassessed its
policy and practice in respect of export duties and began levying export duties
on mining companies operating in the country. Although this particular change
did not affect us, there can be no assurance that the Argentinean government
will not unilaterally take other action which could have a material adverse
effect on our projects in the country or that Argentina will continue to honor,
this or other fiscal agreements. In October 2011, the Argentinean government
announced a decree requiring mining companies to repatriate mining revenues to
Argentina and to convert those revenues into Argentine pesos prior to taking any
further action with respect to such revenues, such as paying suppliers or
distributing profits, either locally or out of the country. This decree has
resulted in increased foreign exchange and bank transaction costs to us and
increased our exposure to potential devaluation of the Argentine peso should
SCRN be forced to hold more currency in Argentine pesos compared to U.S.
dollars. There also is the risk of political violence and increased social
tension in Argentina as Argentina has experienced periods of civil unrest, crime
and labor unrest. Certain political and economic events such as acts, or
failures to act, by a government authority in Argentina, and acts of political
violence in Argentina, could have a material adverse effect on our ability to
operate in the country.

Changes, if any, in mining or investment policies or shifts in
political attitude in any of the jurisdictions in which the Company operates may
adversely affect the potential profitability of our mineral properties or any
future operations. Exploration and development activities, and to a greater
extent future operations, may be affected in varying degrees by government
regulations with respect to, but not limited to, restrictions on production,
price controls, export controls, currency remittance, importation of parts and
supplies, income and other taxes, expropriation of property, foreign investment,
maintenance of claims, environmental legislation, land use, land claims of local
people, water use and mine safety.

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

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

The figures for our estimated resource are based on
interpretation and assumptions and may yield less mineral production under
actual conditions than is currently estimated.

Unless otherwise indicated, resource figures presented in our
filings with securities regulatory authorities including the SEC, press releases
and other public statements that may be made from time to time are based upon
estimates made by independent geologists. When making determinations about
whether to advance any of our projects to development, we must rely upon such
estimated calculations as to the mineralised material and grades of
mineralisation on our properties. Until ore is actually mined and processed,
mineralised material and grades of mineralisation must be considered as
estimates only.

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These estimates are imprecise and depend upon geological
interpretation and statistical inferences drawn from drilling and sampling
analysis, which may prove to be unreliable. We cannot assure you that:

- these estimates will be accurate;
- mineralisation estimates will be accurate; or
- this mineralisation can be mined or processed profitably.

Any material changes in mineral estimates and grades of
mineralisation will affect the economic viability of placing a property into
production and such property's return on capital. There can be no assurance that
minerals recovered in small scale tests will be recovered in large-scale tests
under on-site conditions or in production scale. The estimates contained in our
public filings have been determined and valued based on assumed future prices,
cut-off grades and operating parameters that may prove to be inaccurate.
Extended declines in market prices for gold and/or silver may render portions of
our mineralisation estimates uneconomic and result in reduced reported
mineralisation or adversely affect the commercial viability of one or more of
our properties. Any material reductions in estimates of mineralisation, or of
our ability to extract this mineralisation, could have a material adverse effect
on our results of operations or financial condition.

Title to mineral properties can be uncertain, and we are
at risk of loss of ownership of one or more of our properties.

Our ability to explore and operate our properties depends on
the validity of our title to that property.

Under Argentinean Law, concessions are granted by provincial
governments for unlimited periods of time, subject to a mining fee and the
filing of a minimum investment plan and compliance with a one-off minimum
investment in the concession equal to 300 times the relevant mining fee over a
five year period. Failure to comply with these conditions may result in the
termination of the concession. Uncertainties inherent in mineral properties
relate to such things as the sufficiency of mineral discovery, proper posting
and marking of boundaries, assessment work and possible conflicts with other
claims not determinable from public record. We have not obtained title opinions
covering our entire property, with the attendant risk that title to some claims,
particularly title to undeveloped property, may be defective. There may be valid
challenges to the title to our property which, if successful, could impair
future development and/or operations.

We remain at risk in that the mining claims may be forfeited
either due to failure to comply with statutory requirements as to location and
maintenance of the claims or challenges to whether a discovery of a valuable
mineral exists on every claim.

Risks Relating to Our Common Stock

Our stock price has historically been volatile, and as a
result you could lose all or part of your investment.

The market price of our common stock has fluctuated
significantly and may decline in the future. The annual high and low sale prices
of our common stock for the last five fiscal years ended January 31, 2013 are as
follows:

OTCQB/OTCBB (US
      Dollars)
    TSX Venture Exchange
      (Canadian Dollars)High
    Low
    High
    LowJanuary 31, 2013
    $0.59
    $0.19
    $0.59
    $0.19January 31, 2012
    $1.73
    $0.28
    $1.69
    $0.26January 31, 2011
    $1.07
    $0.43
    $1.05
    $0.45January 31, 2010
    $1.01
    $0.19
    $1.12
    $0.25January 31, 2009
    $1.83
    $0.07
    $1.34
    $0.85


The fluctuation of the market price of our common stock has
been affected by many factors that are beyond our control, including: changes in
the worldwide price for gold and silver, political risks in Argentina, results
from our exploration or development efforts and the other risk factors discussed
herein.

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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 US 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 U.S. 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 in the United States. 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.

Risks Relating to our 2011 Merger and Continuation

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

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

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

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

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

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

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 4 Information on Company

A. History and Development

Name

Our Companys legal and commercial name is Argentex Mining
Corporation.

Principal Office

Our head office is located at Suite 835, 1100 Melville Street,
Vancouver, British Columbia V6E 4A6, Canada.

Our telephone number is 604.568.2496 and facsimile number is
604.568.1540.

Corporate Information

We were originally 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. As discussed in more
detail below, in Corporate Events, we have since changed our name to
Argentex Mining Corporation and moved our jurisdiction of domicile twice -
from Nevada to Delaware in 2007 and from Delaware to British Columbia, Canada,
in 2011. We are currently a British Columbia corporation governed by the laws of
British Columbia, and we are authorized to issue an unlimited number of common
shares (without any par value) and an unlimited number of preferred shares
(without any par value).

Our common stock is currently listed for trading on the TSX
Venture Exchange under the symbol ATX and we have registered our common stock
under Section 12(g) of the United States Securities Exchange Act of 1934 by
filing a Form 8-A on September 10, 2002 with the United States Securities and
Exchange Commission. We are listed under the symbol AGXMF on the OTCQB
Exchange.

We have one wholly-owned subsidiary, SCRN Properties Ltd., a
British Columbia corporation, which we formed under the laws of the State of
Nevada on February 13, 2004 for the purpose of acquiring and exploring natural
resource properties in Argentina. On June 3, 2011, we changed the jurisdiction
of incorporation of SCRN Properties Ltd. from the State of Delaware to the
Province of British Columbia, Canada.

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Important Events

Corporate Events

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

Pingüino

We purchased most of the mineral claims that comprise our
flagship Pingüino property pursuant to a mineral property option agreement dated
February 24, 2004 between our company and Christopher Dyakowski, our former
President, Chief Executive Officer, Chief Financial Officer, Secretary,
Treasurer and director. The purchase price for the property was approximately
$393,390 (CDN$450,000 at the exchange rates in effect when we paid the purchase
price) and was paid in five installments. In 2006, we staked the Plata Leon
claim, which is located on the northern boundary of the property we purchased
from Mr. Dyakowski.

All of the Pingüino property except for the Plata Leon claim is
subject to a 2% net smelter returns royalty in favor of Mr. Dyakowski. We have
the right to purchase one half of Mr. Dyakowskis net smelter returns royalty
from the Pingüino property for the sum of approximately $1,000,000
(CDN$1,000,000) and all of it for the sum of approximately $2,000,000
(CDN$2,000,000). Title to all of the claims comprising the Pingüino property is
registered in the name of our subsidiary, SCRN Properties Ltd.

On December 17, 2010, we purchased the surface rights to a
significant portion of the Pingüino property located in the Santa Cruz Province
of Argentina for a purchase price of $815,000.

Santa Cruz

We own interests in 20 additional mineral claims in the Santa
Cruz Province of Argentina that we have historically referred to as our Santa
Cruz properties. The Santa Cruz properties are comprised of nine individual
properties known as Plata Leon (one claim), Condor (six claims), Contreras (two
claims), Nuevo Oro (one claim), La Leona (one claim), Merlot and Cabernet (three
claims), Diamante (two claims) and the CVS Properties (four claims including
CV1, CV3, Norte1 and Boreal, the latter which is nearby but not contiguous to
the other three claims that are included in this property).

We acquired the Nuevo Oro, La Leona, Contreras, three of the
five claims in the CV Properties and one of the Diamante claims pursuant to the
terms of a mineral property acquisition agreement dated February 24, 2004
between our company and Christopher Dyakowski. As consideration for these
claims, we issued to Mr. Dyakowski, subject to escrow and return to treasury
conditions, a total of 833,333 common shares of our company. 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 these Santa Cruz claims, the Pingüino property and/or
the Rio Negro claims then owned by SCRN Properties Ltd (see 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 to 250,000 shares, pursuant to the terms
of a Restated Amendment to Mineral Property Acquisition Agreements dated as of
August 8, 2005.

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We acquired the second of the Diamante claims and one of the
remaining CV Properties claims, as well as three mineral claims located in the
Rio Negro Province (Pilquin 1, 12 and 13) pursuant to a mineral property
acquisition agreement dated February 20, 2004 with Storm Cat Energy Corp. We
paid to Storm Cat Energy Corp. the sum of approximately $7,528 for all five of
these claims. At the time of this acquisition in February, 2004, Storm Cat
Energy Corp. was an affiliate of Christopher Dyakowski.

Condor

We acquired the 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 (CDN$10,000). 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
$1,000,000 (CDN$1,000,000) and all of this royalty for approximately $2,000,000
(CDN$2,000,000). At the time of this acquisition in February, 2004, San Telmo
Energy Ltd. was an affiliate of Christopher Dyakowski.

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. At the time, SCRN Properties Ltd.
owned 15 mineral claims located in the Rio Negro Province of Argentina (Mochas
1, 2 and 3, Catre 1 and 2, and Pilquin 2 -11). 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 common shares
of our company, 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 one
or more of the Santa Cruz properties, the Pingüino 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 to 250,000
shares, 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 Santa Cruz 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.

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Capital Expenditures

During the years ended January 31, 2013, 2012 and 2011 we spent
the following respective amounts on capital expenditures:

2013-$38,899 2012-$363,682 2011-$78,201

Our 2013 and 2011 capital expenditures were spent on various
miscellaneous smaller items. Our 2012 capital expenditures were primarily
incurred during our fourth quarter, when we began construction of a permanent
camp at Pingüino and spent $294,961 to construct two buildings.

B. Business Overview

General

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

We have not determined whether any of our properties contain
any mineral reserve. A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/about/forms/industryguides.pdf) as that part of a mineral
deposit which could be economically and legally extracted or produced at the
time of the reserve determination. There is no assurance that a commercially
viable mineral deposit exists on any of our properties. Further exploration is
required before we can evaluate whether any exist and, if so, whether it would
be economically and legally feasible to develop or exploit those resources. Even
if we are successful in identifying a mineral deposit, we would be required to
spend substantial funds on further drilling and engineering studies before we
could know whether that mineral deposit would constitute a reserve. Please refer
to the section entitled Risk Factors for additional information about the
risks of mineral exploration.

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

International Finance Corporation

On October 26, 2010, we issued 10,804,706 units to
International Finance Corporation at a price of $0.66 (CDN$0.68) per unit for
gross proceeds of $7,120,069 (CDN$7,347,200) pursuant to an equity and warrant
subscription agreement that we entered into on September 24, 2010. Each unit
consisted of one common share and one warrant, each warrant entitling
International Finance Corporation to purchase one common share of our company at
a price of approximately $1.14 (CDN$1.14) per share until October 26, 2015.

International Finance Corporation, a member of the World Bank
Group, is a large development institution focused on the private sector in
developing countries. It offers mining clients in developing countries a broad
range of financial and advisory services throughout the mining life cycle.
Through its early equity investment program, it assists exploration-stage companies such as our company with
financing and advice on best practice environmental and social management.

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Pursuant to the equity and warrant subscription agreement, we
agreed to, among other things, through our employees, agents, contractors and
subcontractors, and subsidiaries, ensure that the design, construction,
operation, maintenance, management and monitoring of our sites, plants,
equipment, operations and facilities are undertaken in compliance with, among
other things, certain social and environmental measures to enable our projects
to be explored and developed in compliance with Performance Standards on Social
& Environmental Sustainability, dated April 30, 2006, of International
Finance Corporation.

Employees

As of April 26, 2013, our company has three employees and
twconsultants and our subsidiary, SCRN Properties Ltd., has eleven full time
permanent employees, one full time temporary employee, one part-time permanent
employee, three individuals working for us through a scholarship agreement with
the University of La Plata and two consultants in Argentina. Our Chief Financial
Officer and Executive Vice President of Corporate Development, provide services
pursuant to consulting agreements. None of our consultants, including our Chief
Financial Officer but excluding our Executive Vice President of Corporate
Development, are required by the terms of their consulting agreements to spend
all of their time on our affairs. Our Chief Financial Officer is required to
spend approximately 80% of his working time on our affairs. Our Executive Vice
President of Corporate Development is required to spend sufficient time to
perform his duties. 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
agreement concerning any aspect of our operations pursuant to which any person
would be hired, compensated or paid a finders fee.

Governmental Regulations

Most of our exploration properties are located in Argentina.
Foreign countries can experience economic instability associated with
unfavourable exchange rates, high unemployment, inflation and foreign debt.
These factors could pose serious potential problems associated with our ability
to raise the capital required to continue to explore and/or develop any of our
mineral properties. For example, official government estimates of inflation in
Argentina for 2012 are around 11%, however, unofficial estimates place this
figure at closer to 25 - 30%. Inflation of this magnitude would impact the cost
of carrying out our business plans in Argentina.

On October 26, 2011 the Federal Government of Argentina
announced that future export revenues derived from mining operations must be
repatriated to Argentina and converted to Argentine currency prior to being
distributed either locally or back overseas. The distribution of earnings back
overseas would require Argentine currency to be reconverted to foreign currency
for repatriation. This overturns the benefits provided in 2002 and 2003-04 to
all Argentine oil and mining companies, respectively, that exempted them from
the currency repatriation laws that apply to all other primary producers in the
country. Although we do not currently derive any revenue from the export of any
commodities, this requirement to repatriate earnings from future exports could
have an adverse effect on our ability to exploit any minerals on any of our
properties.

Property and Title in Argentina

The laws, procedures and terminology regarding mineral title in
Argentina differ considerably from those in the United States and in Canada.
According to the Argentine Political State Organization, the mines (and the
minerals therein) belong to the provinces in which they are located, which grant
exploration permits and mine concessions to applicants.

However, the rights, obligations, and procedures for the
acquisition, exploration, exploitation and use of mineral substances in
Argentina are regulated by the federal government pursuant to the National
Mining Code (the National Mining Code), though the Provinces
have the power to regulate procedural aspects of the National Mining Code
through Provincial Mining Procedure Codes and to organize the concession and
enforcement authorities.

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In general, a similar concept applies to the environmental
aspects related to mining activities. Although the National Mining Code
regulates the main aspects of environmental regulations, the provinces act as
enforcement authorities. Furthermore, in application of Section 41 of the
Argentine Constitution, many provinces have also enacted additional
environmental laws which are directly or indirectly applicable to mining
activities.

National Mining Code

The National Mining Code establishes three classes of minerals,
two of which are: (i) the main metalliferous substances such as gold, silver,
copper, lead, etc. whose ownership is vested in the provincial government, which
in turn grants exploitation concessions to private companies; and (ii) the other
metalliferous substances, earthy minerals, industrial minerals, etc. that belong
to the land owner. Except for minerals described in item (ii), above, mineral
rights in Argentina are separate from surface ownership rights. Creek bed and
placer deposits, as well as abandoned tailings, radioactive minerals and mine
waste rock deposits, are included in the latter mineral class.

Cateo

A cateo (Spanish for search) is an exploration concession
which permits one to search for minerals but does not permit mining, though it
gives the owner a preferential right to apply for a mining concession for the
exploitation of minerals discovered in the same area. Cateos are measured in 500
ha unit areas. A cateo cannot exceed 20 units (10,000 ha). No person may hold
more than 20 permits or 400 units in a single province. The term of a cateo is
based on its area: 150 days for the first unit (500 ha) and an additional 50
days for each unit thereafter. After a period of 300 days, 50% of the area over
four units (2,000 ha) must be relinquished. At 700 days, 50% of the area
remaining must be relinquished. Extensions may be granted to allow for bad
weather, difficult access, or similar issues. Cateos are identified by a file
number or dossier number.

Cateos are awarded by the following process:

(i) an application is made in respect
of a designated area, describing a minimum work program and providing an
estimate of the investment to be made and a schedule for exploration;

(ii) approval is granted by the
province and a formal placement on the official map or graphic register is made
provided, the requested area is not superseded by a previous mining right;

(iii) publication of the claim is made
in the provincial official bulletin so as to notify third parties of the claim,
and;

(iv) upon expiry of a period following
publication in the official bulletin, the cateo is awarded.

The length of this process varies depending on the province,
and often takes up to two years. Applications are processed on a first-come,
first-served basis. During the application period, the first applicant has
rights to any mineral discoveries made by third parties in the area of the cateo
without its prior consent.

Until August 1995, a canon fee, or tax, of ARS$400 per unit
(approximately $100) was payable upon the application for a cateo. The canon fee
for the cateo is paid once for the entire term of the exploration permit.

Manifestación de descubrimiento (elsewhere referred to as
manifestation of discovery)

This is the status of a tenement in respect of which a
discovery has been reported to the relevant authority during the exploration
stage. It is effectively a procedural stage between exploration rights being
converted into mining rights. At this stage, the tenement boundaries are
redefined to encompass the specific area of the discovery.

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Mina

Although the prior grant of a cateo is not a pre-condition for
the granting of an exploitation right, the most common way to acquire a mina is
to discover a mine as a consequence of exploration pursuant to a cateo. To
convert an exploration concession to a mining concession, some or all of the
area of a cateo must be converted to a mina. Minas are mining concessions
which permit mining on a commercial basis. The area of a mina is measured in
pertenencias. Each mina may consist of one or more pertenencias. Common
pertenencias are six hectares and disseminated pertenencias are 100 hectares
(relating to disseminated deposits of metals rather than discrete veins). Once
granted, minas have an indefinite term assuming exploration development or
mining is in progress in accordance with applicable law and the annual canon is
paid. To convert an exploration concession to a mining concession requires a
declaration of manifestation of discovery wherein a point within a cateo is
nominated as a discovery point. The manifestation of discovery is used as a
basis for location of the pertenencias. Manifestations of discovery do not have
a definite area until pertenencias are proposed. Within a period following
designation of a manifestation of discovery, the claimant may conduct further
exploration, if necessary, to determine the size and shape of the ore body.

Following a publication and opposition period and approval by
the province, a formal survey of the pertenencias (together forming the mina) is
completed. A surveyed mina provides the highest degree of mineral rights in
Argentina.

The application to the mining authority must include official
cartographic coordinates of the mine location and of the reconnaissance area,
and a sample of the mineral discovered. The reconnaissance area, which may be as
much as twice the surface area projection of the mine, is intended to allow for
the geological extent of the ore body and for site layout and development.
Excess area is released once the survey plans are approved by the mining
authority.

Once the application for a mine has been submitted, the holder
of the mining concession may commence mine operation as long as the
environmental impact assessment has been approved. Any person may oppose to the
granting of the mining concession, whether a holder of an overlapping cateo, a
land-owner disputing the existence of the ore deposit or the class of the
economic mineral, or a partner in the discovery who claims to have been
neglected. Within 30 days after the resolution of any dispute against the
location, nature, or assignment of the mining concession, the holder of the
mining concession must submit a legal survey of the properties (lots) requested
for the mine, within the maximum property limits allowed by the National Mining
Code. The request is published in an official bulletin and may also be subject
to dispute. Approval and registration of the legal survey request by the mining
authority constitutes formal title to the mining property.

New mining concessions may also be awarded for mines that were
abandoned or for which the original mining concessions have expired. In such
cases, the first person claiming an interest in the property will have priority.
A new mining concession will be awarded for the mine in the condition left by
the previous holder.

The titleholder of a mine must fulfill four conditions as part
of its mining concession in order to maintain its title in good standing: (i)
pay the mining canons; (ii) provide the minimum amount of investment; (iii)
provide the required environmental report and (iv) reactivate the mine if it has
been shut down for more than four years, if so demanded by the mining authority.

Mining canons are paid to the state (national or provincial)
under which the mining concession is registered, and are paid in equal
installments twice yearly. The canon is set by national law according to the
category of the mine. In general, the canon due per year is ARS$80 per 6 ha
pertenencia for common ore bodies held by the mining concession, or ARS$800 per
100 ha pertenencia for disseminated ore bodies. Failure to comply with this
obligation for fourteen months results in the cancellation of the mining right.
However, the titleholder can recover the mining right for a period of 45 days
after being so notified by the Mining Authority, by paying the outstanding canon
plus a fine equal to 20% of the unpaid canon. The discoverer of the mine is
exempt from paying canons for three years from the date on which formal title
was awarded to the mine.

The holder of the mining concession must also commit to
investing in fixed assets on the property to a minimum of at least 500 times the
value of the annual mining canon over a period of five years. In the first two
years, 20% of the total required investment must be made each year. For the
final three years, the remaining 60% of the total required investment may be distributed in another manner. The mining
concession expires if the minimum required investment schedule is not met. If
the exploration or exploitation work at the mine is suspended for more than four
years in a row, the mining authority can require the holder of the concession to
prepare and undertake a plan to activate or reactivate work. Failure to file
such a reactivation plan within 6 months results in the cancellation of the
mining right. Such work must be completed on the property within a maximum
period of five years.

19

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A new mining operation is entitled to national, provincial, and
municipal tax exemptions for five years. The exemptions commence with the
awarding of formal title to the mine. The Mining Investment Act has established
a 30-year guarantee of fiscal stability for new mining projects and/or extension
of existing projects which applies retroactively, once approved, to the date of
presentation of the feasibility study for the project. The law allows for
accelerated depreciation of capital goods, deductions in exploration costs, and
access to machinery and equipment at international prices. Depreciation of
infrastructure occurs over a three year time period (60% depreciation in the
first year, 20% in the second and 20% in the third) while all other depreciation
occurs in a straight-line method of 33.33% . The major taxes that affect the
mining sector are the Corporate Income Tax (35%), Alternative Minimum Tax (one
percent of gross value of the assets), Value Added Tax (21%), Export duties tax
(10% for silver and gold) and Mining Royalties of up to a maximum of three
percent (3%) of the mouth of mine value of production, depending on the
province.

Compliance with Environmental Laws

The Environmental Protection Section of the National Mining
Code of Argentina, enacted in 1995, requires that each Provincial government
monitor and enforce the laws pertaining to subscribed development and protection
of the environment. The National Constitution establishes that the Federal
Government has to set the minimum standards. Provinces are entitled to
strengthen those standards.

Provinces are allowed to withdraw areas from the normal
cateo/mina process. These lands may be held directly by the province or assigned
to provincial companies for study or exploration and development.

A party wishing to commence or modify any mining-related
activity as defined by the National Mining Code, including prospecting,
exploration, exploitation, development, preparation, extraction, and storage of
mineral substances, as well as property abandonment or mine closure activity,
must prepare and submit to the Provincial Environmental Management Unit
(PEMU) an Informe de Impacto Ambientalor Environmental
Impact Assessment (EIA) prior to commencing the work. Each EIA
must describe the nature of the proposed work, its potential risk to the
environment, and the measures that will be taken to mitigate that risk. The PEMU
has a 60-day period to review and either approve or reject the EIA. However, the
EIA is not considered to be automatically approved if the PEMU has not responded
within that period. If the PEMU deems that the EIA does not have sufficient
content or scope, the party submitting the EIA is granted a 30-day period in
which to resubmit the document.

If accepted by the PEMU, the EIA is used as the basis to create
a Declaración de Impacto Ambientalor Declaration of Environmental Impact
(DEI) which the party must swear to uphold during the
mining-related activity in question. The DEI must be updated every two years,
with a report on the results of the protection measures taken. If protection
measures are deemed inadequate, additional environmental protection may be
required. Mine operators are liable for environmental damage. Sanctions and
penalties for non-compliance to the DEI are outlined in the Environmental
Protection Section of the National Mining Code, and may include warnings, fines,
suspension of environmental Quality Certification, restoration of the
environment, temporary or permanent closure of activities, and removal of
authorization to conduct mining-related activities.

Further to the provisions of the National Mining Code on
Environmental Protection, mining activities are also subject to other
environmental regulations issued at the federal and provincial level (from the
province where those activities are conducted).

All mineral rights described above are considered to be
proprietary rights and can be sold, leased or assigned to third parties on a
commercial basis. As described before, cateos and minas can be forfeited if
minimum work and investment requirements are not performed or if annual payments
are not made. Generally, notice and an opportunity to cure defaults is provided
to the owner of such rights.

20

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C. Organizational Structure

The Company currently owns 100% of SCRN Properties Ltd., a
company governed by the laws of the Province of British Columbia.

D. Property, Plant and Equipment

Our principal offices consist of approximately 2,295 square
feet of office space located at Suite 835, 1100 Melville Street, Vancouver,
British Columbia V6E 4A6, Canada. Our telephone number at our principal office
is 604.568.2496. Our fax number is 604.568.1540. We lease these premises
pursuant to a lease agreement dated December 2, 2010. This lease is for a term
of five years and one month beginning January 1, 2011 (with rent commencing
February 1, 2011) and provides for the payment of a total monthly rental of
approximately US$6,954 (CDN$6,954) during the first three years and a monthly
rental of approximately US$7,524 (CDN$7,524) during the last two years of the
term. Rent consists of a base rent amount and certain items of additional rent.
In addition, we have subleased a portion of our leased premises for two years
beginning January 1, 2011 for approximately $2,600 (CDN$2,600) per month. We
have continued to sublease a portion of our leased premises under the terms of
the original agreement. 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
in Salta, Argentina and another office in La Plata, Argentina. These are as
follows:

| | (a) | c/o Orlando Rionda, Radio Santiago del Estero 3051,
      Salta, Argentina, CP4400 Argentina. The telephone number in Salta is
      0054-387-424-8651. Our subsidiary does not have a fax number in
      Argentina.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                      
| | (b) | Calle 39  Numero 383  Departamento 1D  CP 1900. The
      telephone number in La Plata is 0221-4219721.                                                                                                           

Mineral Properties

Our wholly-owned subsidiary company, SCRN Properties Ltd., owns
interests in eight mineral properties located in the Santa Cruz province of
Argentina and fifteen mineral properties located in the Rio Negro province of
Argentina, and we own three contiguous mineral tenures located in south central
British Columbia, Canada, known as the Clapperton Property. The Clapperton
Property covers an aggregate of approximately 825 hectares of land located in
south central British Columbia, Canada, approximately 25 kilometres northeast of
the town of Merritt, British Columbia. On May 25, 2011, we made a cash-in-lieu
payment of approximately $4,067 (CDN$4,201), which advances the expiry date of
our three mineral tenures to June 7, 2013.

To date, we have concentrated the bulk of our exploration
efforts and expenditures on our Pingüino property, which is flagship property in
the Santa Cruz province of Argentina. During the remainder of the year, we
intend to continue to focus our efforts primarily on our Pingüino property.

There is no assurance that a commercially viable mineral
deposit exists on any of our properties, including the Pingüino 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 our mineral
properties:

Pingüino Property

The Pingüino 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:

21

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The Pingüino property consists of four Manifestacions de
Descubrimiento and one 30 Pertinencias 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 | 3,486     
|Tranquilo 2         | 405.335/SCRN/05                             | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 3,182     
|Cañadon             | 405.336/SCRN/05                             | SCRN Properties Ltd. | Manifestacion de
      Descubrimiento | 1,827     
|Pingüino            | 414.409/00                                  | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 1,500     
|Pertinencias 1  30 | Described by Gauss Kruger
      Coordinates | SCRN Properties Ltd. | Pertinencia                           | 180       

All of the Pingüino property except for the 10,000 hectare
Plata Leon cateo is subject to a 2% net smelter returns royalty. We have the
right to purchase one half of this net smelter returns royalty for the sum of
approximately $1,000,000 (CDN$1,000,000) and all of it for the sum of
approximately $2,000,000 (CDN$2,000,000). Title to all of the claims comprising
the Pingüino property is registered in the name of our subsidiary, SCRN
Properties Ltd.

22

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In addition to the mineral claims, we own the surface rights to
a significant portion of our Pingüino mineral property.

Our Work on the Pingüino Property to Date

During 2004 we conducted a limited program of prospecting, soil
sampling, trenching and trench sampling and IP geophysics. In 2005, we conducted
our first drill program, which consisted of 45 short drill holes for a total of
3,010 metres, testing near-surface targets on the Marta vein that were largely
determined by previous trenching results.

In 2006, we undertook a second drill program. We continued to
focus on the Marta vein system, much of which remained untested from the
previous drilling. As with our 2005 drill program, we discovered a number of
mineralized silver-gold intervals in the northern part of the Marta vein but, in
the southern portion, two drill holes intersected a substructure of the main
Marta vein that revealed high lead, zinc, 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.

In mid-January, 2007, we conducted a follow-up drill program
consisting of 30 holes for a total of 3,000 metres. 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 (an area which, at the time, consisted of approximately 4
square kilometres, or 2.4 square miles).

In late 2007, we initiated a large drill program on the
Pingüino 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 deeper than previously
tested. As part of the overall drill program, we conducted drill testing on
Marta Este, Marta Norte, Marta Noroeste and other zones.

During the 2007-2008 exploration program, we completed
approximately 20,782.9 metres (68,185 feet) of HQ diamond drilling at Pingüino.
We tested a total of 15 base-metal and precious-metal veins in 151 new HQ
diamond drill holes. In total, more than 10,000 core samples were collected and
sent to Acme Analytical Laboratories for analysis.

In December 2009, we commenced the diamond drilling for the
2009-2010 exploration program at Pingüino. The program was designed to drill
test new precious metal targets and expand known discoveries. Drilling was
focused on Marta Norte, Marta Noroeste, Luna and the Tranquilo structure. A
total of 89 shallow drill holes totalling 6,224 metres (20,414 feet) were
completed by the end of the program in June 2010. Two new major discoveries
included significant mineralized intersections at Luna and Tranquilo, which fall
within the 11 kilometer long Tranquilo Trend structure.

In 2010, we focused on pre-drilling advanced exploration and
target definition exploration work. We completed approximately 275 linear km of
ground magnetometer surveys with 1,200 metres of trenching and channel sampling
in key precious metal mineralized areas. In addition, we initiated a deep
gradient Induced Polarization geophysical test on the core sulphide-rich vein
area of the property to evaluate the proposed geological model of
sulphide-enriched (and potentially mineralized) intrusives at depth, forming the
source for the polymetallic veins exposed on surface.

Early in 2011, we initiated a 19,000 meter reverse circulation
and diamond drilling program in the shallow oxidized portion of the
silver-enriched high grade zones previously discovered at Pingüino. Our
objective was to expand those centers of significant mineralization along strike
and at depth.

On March 28, 2011 we began to release a series of drilling
results from our 2011 exploration program. The first of these contained drill
results from the Marta Noroeste vein, including the highest silver grades ever
returned on Marta Noroeste with an intersection of 4 metres of 965 g/t Ag and
3.23 g/t Au. On April 12, 2011 we announced the results from the Marta Este and
Marta Sur targets, including 12.0 Metres grading 512.5 g/t Ag and 1.12 g/t Au at
Marta Este. On May 5, 2011 we announced the results from the
Marta Centro and Marta Norte targets, including 8.0 metres grading 470.0 g/t Ag
and 1.64 g/t Au within Marta Centro. The fourth set of drilling results included
5.76 Metres Grading 675.7 g/t Ag and 5.99 g/t Au and 61.79 Metres Grading 88.8
g/t Ag and 0.94 g/t Au at Marta Este. The fifth set of drilling results included
13.0 Metres Grading 525.1 g/t Ag at Tranquilo.

23

---

We initiated the drilling component of Phase VIII of our
exploration program on February 23, 2012 and completed it on June 1, 2012. This
drill program consisted of 10,520 metres of drilling (113 drill holes) and
focused primarily on infill and definition drilling of previously identified
vein systems in an effort to maximize the potential expansion of the resource.
The second focus of the drilling was to test new veins not previously drilled,
but identified as potential targets based on geophysics, geochemistry and
trenching where outcrop or sub-crop was identified. In addition, we completed a
soil geochemistry grid over the 12 kilometre x 4 kilometre vein field and
followed up with an in-house ground magnetometry survey across the system. We
then confirmed the soil and magnetometry anomalies with mapping and a
combination of 126.6 linear kilometre gradient IP with follow up detailed
dipole-dipole IP. The result of these combined exploration tools increased the
number of identified vein systems by 37%, from 51 to 70 (112.5 linear kilometres
of veins).

The phase VIII trenching program consisted of 193 trenches and
targeted new veins or extensions on known veins. The Kalia, CSV, Karina, María
and Kimberly veins represent five newly discovered mineralized systems with
high-grade Ag-Au anomalies on surface. Three of them, Kalia, Karina and
Kimberly, are hosted in veins with an ENE strike, known as the K structural
system. María is close and parallel to the Marta Este-Marta Oeste vein trends,
and CSV has an atypical EW strike. The trenching results from the Tranquilo vein
are among the highest silver grades recorded to date at Pingüino.

In addition, we completed regional ground magnetics at Plata
León.

The following table shows the results for all of the drill
holes that we have published from February 1, 2012 through the present date on
the Pingüino property:

Phase VIII Trenching results

**Vein**
    **Trench**
    Start[m]
    End[m]
    Length**[m]**1****
    Ag[g/t]
    Au[g/t]
    In[g/t]
    Cu[%]
    Pb[%]
    Zn[%]
    Ag eq(1)[g/t]Kalia
    KAL-24-11_C
    4.40
    16.90
    12.50
    23.40
    0.44
    6.0
    0.03
    0.32
    0.11
    45.20including
    2.90
    13.90
    1.00
    175.00
    3.06
    61.9
    0.14
    0.96
    0.36
    328.05KAL-32-11 (I)
    205.00
    210.00
    5.00
    99.80
    0.09
    1.6
    0.04
    1.18
    0.35
    104.15including
    207.50
    209.00
    1.50
    285.30
    0.25
    5.4
    0.08
    2.68
    0.48
    298.05KAL-34-11
    46.00
    52.90
    6.90
    42.20
    0.66
    5.5
    0.02
    0.44
    0.16
    75.02including
    48.00
    49.90
    1.90
    97.90
    1.86
    18.0
    0.04
    1.17
    0.19
    190.89CSV
    CSV-07-11 (I)
    72.00
    74.00
    2.00
    1,029.00
    1.8
    13.3
    0.04
    0.21
    0.11
    1,119.01CSV-07-11 (II)
    26.50
    28.50
    2.00
    446.60
    0.55
    2.2
    0.02
    0.22
    0.09
    474.06CSV-01-11
    58.00
    59.00
    1.00
    80.00
    1.22
    0.7
    0.02
    0.22
    0.1
    141.00**Karina**
    SAV-31-11 (IV)
    347.00
    355.00
    8.00
    336.20
    0.18
    1.8
    0.04
    0.81
    0.04
    345.40including
    352.00
    353.00
    1.00
    2,524.00
    0.86
    3.1
    0.11
    2.33
    0.09
    2,567.15Karina
    KAR-03-11 (I)
    35.00
    36.00
    1.00
    206.00
    1.09
    6.6
    0.03
    5.53
    0.05
    260.50KAR-03-11 (II)
    56.50
    57.50
    1.00
    211.00
    0.46
    5.9
    0.02
    0.54
    0.02
    233.75KAR-06-11 (I)
    11.50
    13.50
    2.00
    133.00
    0.01
    -
    0.02
    0.19
    0.01
    133.60


24

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**Vein**
    **Trench**
    Start[m]
    End[m]
    Length[m]****1****
    Ag[g/t]
    Au[g/t]
    In[g/t]
    Cu[%]
    Pb[%]
    Zn[%]
    Ag eq(1)[g/t]CSV-KAR
    SAV-37-11
    120.50
    126.50
    6.00
    65.90
    1.73
    7.3
    0.04
    0.12
    0.1
    152.66**Savary**
    SAV-11-11
    33.30
    38.30
    5.00
    18.10
    1.63
    11.7
    0.02
    0.2
    0.26
    99.54including
    33.30
    35.30
    2.00
    13.50
    3.96
    9.0
    0.03
    0.29
    0.51
    211.25SAV-17-11
    33.50
    43.50
    10.00
    14.70
    1.79
    29.4
    0.03
    0.54
    0.19
    104.20including
    37.50
    40.00
    2.50
    51.50
    6.55
    82.4
    0.05
    1.75
    0.23
    378.93SAV-25-11
    48.00
    53.00
    5.00
    46.70
    0.92
    22.7
    0.02
    1.81
    0.09
    92.57including
    52.00
    53.00
    1.00
    172.00
    2.66
    60.0
    0.06
    6.18
    0.13
    305.20SAV-48-11
    58.00
    67.50
    9.50
    47.10
    0.13
    1.0
    0.02
    0.37
    0.03
    53.58including
    64.00
    65.50
    1.50
    196.00
    0.45
    2.2
    0.03
    1.06
    0.07
    218.70Savary-CSV
    SAV-31-11 (I)
    103.00
    115.00
    12.00
    36.40
    0.89
    12.2
    0.1
    0.7
    0.13
    81.17including
    109.00
    111.00
    2.00
    98.90
    1.96
    30.5
    0.3
    1.28
    0.36
    197.02SAV-33-11
    152.50
    155.50
    3.00
    96.30
    2.38
    18.4
    0.02
    0.73
    0.1
    215.03SAV-35-11 (I)
    127.00
    144.00
    17.00
    53.20
    0.74
    3.7
    0.02
    0.47
    0.1
    90.40María
    MIA-12-11
    37.80
    47.50
    9.70
    45.50
    0.22
    3.6
    <0.01
    0.12
    0.02
    56.57including
    40.80
    41.80
    1.00
    191.00
    1.08
    4.0
    0.01
    0.25
    0.02
    245.00Kimberly
    KIM-73-11
    8.50
    38.00
    29.50
    15.60
    0.16
    1.9
    0.02
    0.39
    0.09
    23.58including
    10.50
    12.50
    2.00
    89.00
    0.8
    2.0
    0.03
    0.07
    0.08
    128.95Tranquilo
    TR-145-12
    25.50
    39.00
    13.50
    1,086.80
    0.11
    0.1
    0.18
    0.37
    0.07
    1,092.28including
    30.50
    37.00
    6.50
    2,215.90
    0.18
    0.2
    0.31
    0.7
    0.13
    2,225.01and including
    33.50
    36.00
    2.50
    4,709.60
    0.3
    0.3
    0.33
    0.84
    0.13
    4,724.81Ivonne**Sur**
    IVS-14-11
    163.90
    167.30
    3.40
    83.50
    3.55
    20.7
    0.06
    0.14
    0.42
    261.19IVO-01-11
    10.10
    25.20
    15.10
    6.80
    0.64
    6.8
    0.01
    0.05
    0.02
    39.05**Ivonne**
    including
    16.10
    21.10
    5.00
    12.20
    1.64
    5.8
    0.02
    0.06
    0.02
    94.02IVO-05-11
    23.90
    39.40
    15.50
    15.70
    0.47
    15.4
    0.03
    0.2
    0.09
    39.47including
    24.90
    28.40
    3.50
    50.60
    0.88
    37.7
    0.04
    0.62
    0.12
    94.51IVO-06-11
    19.10
    33.30
    14.20
    41.30
    0.9
    10.4
    0.06
    0.45
    0.05
    86.18including
    22.10
    24.30
    2.20
    211.30
    2.47
    30.5
    0.12
    1.69
    0.09
    334.85IVO-07-11
    13.40
    21.80
    8.40
    45.30
    0.48
    9.2
    0.02
    0.72
    0.1
    69.55including
    20.50
    21.80
    1.30
    78.40
    1.13
    8.0
    0.04
    0.64
    0.11
    134.75Ivonne**Norte**
    IVN-01-11
    15.20
    33.00
    17.80
    8.20
    0.55
    14.4
    0.02
    0.09
    0.13
    35.46including
    19.20
    21.70
    2.50
    20.70
    2.07
    21.4
    0.04
    0.08
    0.4
    124.11IVN-03-11
    29.10
    37.70
    8.60
    5.70
    1.1
    6.4
    <0.01
    0.29
    0.03
    60.48including
    32.10
    33.70
    1.60
    20.10
    3.91
    15.2
    0.02
    0.91
    0.06
    215.81IVN-07-11
    50.90
    66.20
    15.30
    18.00
    0.48
    32.0
    0.02
    0.12
    0.13
    42.14including
    53.90
    55.20
    1.30
    45.00
    1.66
    75.1
    0.03
    0.25
    0.36
    127.82and including
    63.40
    65.20
    1.80
    80.00
    1.45
    22.1
    0.02
    0.12
    0.14
    152.39**Sonia**
    SON-07-11
    34.10
    40.10
    6.00
    75.90
    0.41
    66.7
    0.08
    0.33
    0.1
    96.47SON-25-11
    149.00
    150.20
    1.20
    329.00
    1.98
    6.0
    0.02
    0.2
    0.07
    428.08


25

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|(1) | We calculate Silver equivalent (Ag g/t eq.)as the total of Ag and Au in results, expressed in Ag terms, where the
      Au amount is converted to an equivalent Ag amount. The conversion of Au to
      Ag is based on the price difference between the Ag $/oz. and the Au $/oz.
      We use a conservative factor of Au = 50 * Ag. The historical ratio of Au
      closing price versus Ag daily price (London Fix) from 2002-2011 is 60.3,
      while for during our second quarter, (May 1-July 31) it was 55.8 (Source:
      Kitco via wikiposit.org(http://wikiposit.org/uid?KITCO).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Phase VIII DDH drilling results

Vein
    Drill Hole
    Start
    End
    Length
    Ag [g/t]
    Au [g/t]
    In [g/t]
    Cu [%]
    Pb [%]
    Zn [%]
    Ag
      eq(1)[g/t]Marta Este
    P403-12
    9.80
    35.75
    25.95
    46.0
    0.35
    0.7
    <0.01
    0.09
    0.01
    63.43including
    16.90
    25.10
    8.20
    102.9
    0.87
    1.5
    <0.01
    0.12
    0.02
    146.44and
      including
    24.00
    25.10
    1.10
    517.5
    4.19
    6.2
    0.03
    0.12
    0.05
    726.87P404-12
    20.00
    47.80
    27.80
    85.4
    0.37
    1.0
    <0.01
    0.21
    0.04
    103.82including
    31.15
    33.75
    2.60
    651.8
    2.34
    5.2
    0.02
    0.30
    0.06
    768.76P405-12
    34.75
    48.50
    13.75
    688.8
    2.01
    7.0
    0.06
    0.25
    0.09
    789.04including
    40.12
    45.50
    5.38
    1,703.5
    4.60
    13.1
    0.07
    0.32
    0.14
    1,933.71P406-12
    12.90
    69.15
    56.25
    176.6
    0.57
    1.8
    0.01
    0.07
    0.04
    205.24including
    54.35
    67.15
    12.80
    699.4
    1.43
    7.4
    0.04
    0.14
    0.09
    770.96and
      including
    57.65
    61.75
    4.10
    1,959.3
    3.23
    9.0
    0.06
    0.22
    0.13
    2,120.97P407-12
    15.70
    71.85
    56.15
    77.8
    0.37
    0.6
    0.01
    0.10
    0.05
    96.41including
    61.90
    67.60
    5.70
    643.8
    2.11
    1.7
    0.07
    0.18
    0.12
    749.14P408-12
    85.46
    125.08
    39.62
    251.5
    1.39
    1.1
    0.02
    1.32
    1.46
    321.17including
    109.60
    125.08
    15.48
    609.5
    3.47
    2.0
    0.04
    2.63
    2.91
    773.11and
      including
    115.94
    122.07
    6.13
    1,178.7
    8.10
    1.9
    0.08
    3.59
    2.96
    1,583.83P409-12 (I)
    56.92
    58.33
    1.41
    49.7
    0.67
    1.6
    0.01
    1.52
    2.13
    83.13P409-12 (II)
    92.85
    130.35
    37.50
    271.0
    0.76
    0.5
    0.02
    1.64
    1.33
    309.06including
    112.61
    125.45
    12.84
    746.5
    1.88
    0.9
    0.04
    4.04
    2.70
    840.41and
      including
    118.15
    124.40
    6.25
    1,400.8
    3.40
    1.0
    0.06
    6.29
    4.17
    1,570.80P410-12
    112.00
    141.90
    29.90
    122.3
    0.33
    1.4
    0.01
    1.16
    1.40
    138.59including
    130.25
    136.80
    6.55
    457.2
    0.84
    4.2
    0.04
    4.05
    3.96
    499.46P411-12
    118.75
    144.88
    26.13
    26.4
    0.16
    0.3
    <0.01
    0.30
    0.72
    34.48including
    131.53
    133.50
    1.97
    79.5
    0.61
    1.6
    0.01
    1.34
    1.08
    109.87P412-12
    85.65
    154.40
    68.75
    29.8
    0.11
    0.4
    <0.01
    0.25
    0.35
    35.45including
    131.65
    146.75
    15.10
    116.0
    0.33
    1.3
    0.01
    0.77
    1.20
    132.56and
      including
    142.65
    146.75
    4.10
    331.4
    0.68
    1.0
    0.04
    1.25
    2.73
    365.61P413-12
    139.72
    165.10
    25.38
    75.2
    0.28
    0.6
    0.02
    0.99
    1.42
    89.26including
    150.72
    155.38
    4.66
    293.5
    0.56
    1.4
    0.04
    3.51
    4.75
    321.59Marta Centro
    P414-12
    142.00
    169.20
    27.20
    26.3
    0.14
    21.2
    <0.01
    0.64
    2.24
    33.22including
    162.50
    169.20
    6.70
    58.4
    0.31
    68.2
    0.02
    1.43
    6.18
    74.05P415-12
    14.80
    31.55
    16.75
    132.8
    2.09
    13.6
    0.01
    0.25
    0.07
    237.15including
    19.70
    27.90
    8.20
    146.4
    3.99
    14.3
    0.02
    0.19
    0.09
    345.78and including
    21.50
    25.00
    3.50
    184.5
    5.61
    10.9
    0.02
    0.16
    0.10
    464.80Yvonne Norte
    P416-12
    17.00
    26.85
    9.85
    46.6
    1.97
    44.4
    0.18
    0.28
    0.64
    145.17including
    19.90
    21.35
    1.45
    200.1
    5.64
    90.1
    0.40
    0.57
    0.58
    482.02and including
    24.80
    26.38
    1.58
    48.3
    6.62
    57.3
    0.33
    0.10
    0.48
    379.28P422-12
    9.55
    19.20
    9.65
    12.2
    1.01
    4.8
    0.04
    0.19
    0.09
    62.75including
    11.00
    13.30
    2.30
    31.2
    3.16
    8.1
    0.06
    0.52
    0.13
    189.09Tranquillo
    P419-12
    38.00
    45.40
    7.40
    75.8
    0.04
    0.1
    0.08
    0.38
    0.06
    77.84including
    41.65
    43.83
    2.18
    149.0
    0.10
    0.1
    0.10
    0.53
    0.04
    153.99P420-12
    117.15
    135.06
    17.91
    70.9
    0.03
    0.1
    0.04
    0.83
    0.52
    72.53including
    131.87
    133.50
    1.63
    264.0
    0.07
    0.2
    0.11
    2.60
    2.49
    267.36


26

---

Vein
    Drill Hole
    Start
    End
    Length
    Ag[g/t]
    Au[g/t]
    In[g/t]
    Cu[%]
    Pb[%]
    Zn[%]
    Ag eq(1)[g/t]Marta Norte
    P417-12
    1.42
    16.00
    14.58
    >404.8
    0.13
    0.0
    0.03
    0.12
    0.02
    >411.5including
    2.42
    5.60
    3.18
    >1,491.7
    0.15
    0.0
    0.04
    0.23
    0.02
    >1,499.3P417-12
    1.42
    16.00
    14.58
    0.05
    0.25
    532.20
    0.04
    0.15
    0.02
    544.67
    (2)P417-12
    3.42
    6.00
    2.58
    0.15
    0.88
    2,208.75
    0.07
    0.33
    0.04
    2,252.55
    (2)P418-12
    46.70
    64.80
    18.10
    533.4
    0.32
    0.0
    0.05
    0.19
    0.10
    549.30including
    46.70
    56.80
    10.10
    934.5
    0.50
    0.0
    0.08
    0.24
    0.09
    959.59and including
    46.70
    53.50
    6.80
    1,210.3
    0.57
    0.0
    0.11
    0.32
    0.11
    1,238.94P421-12
    60.00
    68.75
    8.75
    235.9
    0.21
    0.0
    0.04
    0.44
    0.48
    246.18including
    64.50
    68.75
    4.25
    432.6
    0.32
    0.0
    0.03
    0.30
    0.49
    448.54


(1)We calculate Silver equivalent (Ag g/t eq.)as the total of Ag and Au in results, expressed in Ag terms, where the Au
amount is converted to an equivalent Ag amount. The conversion of Au to Ag is
based on the price difference between the Ag $/oz. and the Au $/oz. We use a
conservative factor of Au = 50 * Ag. The historical ratio of Au closing price
versus Ag daily price (London Fix) from 2002-2011 is 60.3, while for during our
second quarter, (May 1-July 31) it was 55.8 (Source: Kitco via wikiposit.org(http://wikiposit.org/uid?KITCO).

(2)Revised results subsequent to issuance of
results in news release issued on July 27, 2012.

Phase VIII RC drilling results

Vein
    Drill Hole
    Start
    End
    Length
    Ag**[g/tne]**
    Au**[g/tne]**
    Cu[%]
    Pb [%]
    **Zn [%]**
    In**[g/tne]**
    Ag [g/tne](1)Marta Este
    PR174-12
    7.00
    30.00
    23.00
    21.5
    0.24
    <0.01
    0.13
    0.03
    1.6
    33.61including
    13.00
    14.00
    1.00
    130.0
    0.26
    <0.01
    0.08
    0.03
    1.1
    142.82PR175-12
    13.00
    46.00
    33.00
    51.9
    0.46
    <0.01
    0.14
    0.03
    0.4
    74.97including
    40.00
    44.00
    4.00
    290.3
    2.80
    0.02
    0.36
    0.06
    1.3
    430.09PR172-12
    20.00
    31.00
    11.00
    21.6
    0.43
    <0.01
    0.14
    0.06
    0.2
    42.90PR173-12
    36.00
    42.00
    6.00
    117.6
    2.27
    <0.01
    0.09
    0.07
    0.3
    231.13including
    38.00
    40.00
    2.00
    281.5
    5.62
    0.02
    0.12
    0.12
    0.3
    562.33PR176-12
    78.00
    198.00
    120.00
    40.2
    0.12
    <0.01
    0.28
    0.23
    0.5
    46.04including
    84.00
    95.00
    11.00
    73.2
    0.11
    <0.01
    0.23
    0.13
    0.6
    78.91including
    144.00
    149.00
    5.00
    148.1
    0.27
    0.02
    1.34
    0.86
    2.0
    161.40Marta Oeste
    PR170-12 (I)
    37.00
    40.00
    3.00
    41.6
    0.90
    0.01
    1.56
    0.85
    6.8
    86.55PR170-12 (II)
    80.00
    95.00
    15.00
    28.3
    0.21
    <0.01
    0.53
    1.82
    12.0
    38.62including
    90.00
    93.00
    3.00
    54.8
    0.23
    0.02
    1.15
    3.36
    16.7
    66.12PR167-12
    65.00
    67.00
    2.00
    45.5
    0.45
    <0.01
    0.21
    0.19
    8.3
    67.75PR169-12
    33.00
    113.00
    80.00
    55.0
    0.18
    <0.01
    1.27
    0.83
    7.9
    64.16including
    48.00
    64.00
    16.00
    168.6
    0.49
    0.02
    4.08
    1.41
    24.4
    193.26and including
    49.00
    52.00
    3.00
    495.0
    0.88
    0.02
    10.63
    0.11
    33.5
    539.15including
    92.00
    95.00
    3.00
    198.6
    0.64
    0.03
    3.45
    6.94
    37.7
    230.40PR168-12
    74.00
    88.00
    14.00
    30.5
    0.23
    <0.01
    0.49
    1.48
    33.8
    42.06including
    78.00
    79.00
    1.00
    90.4
    0.04
    0.02
    1.85
    2.70
    68.5
    109.85PR171-12 (I)
    61.00
    64.00
    3.00
    24.1
    0.37
    <0.01
    0.84
    1.41
    14.0
    42.40PR171-12 (II)
    148.00
    151.00
    3.00
    13.8
    0.80
    0.03
    0.11
    1.29
    55.2
    53.87KAE
    PR195-12 (I)
    50.00
    52.00
    2.00
    26.3
    0.01
    0.02
    0.23
    3.31
    88.4
    26.65PR195-12 (II)
    72.00
    73.00
    1.00
    35.8
    0.00
    <0.01
    1.42
    2.06
    2.1
    35.84PR196-12
    62.00
    65.00
    3.00
    26.7
    0.08
    0.02
    1.40
    4.39
    14.4
    30.70Monica
    PR198-12
    70.00
    71.00
    1.00
    14.1
    0.03
    0.01
    0.86
    2.08
    2.5
    15.38PR199-12
    34.00
    35.00
    1.00
    34.2
    0.05
    0.02
    1.21
    0.02
    16.9
    36.67


27

---

Vein
    Drill Hole
    Start
    End
    Length
    Ag[g/tne]
    Au**[g/tne]**
    Cu[%]
    Pb [%]
    Zn[%]
    In[g/tne]
    Ag [g/tne](1)Tranquilo
    PR227-12
    36.00
    41.00
    5.00
    36.4
    0.01
    <0.01
    0.02
    0.07
    0.0
    36.77including
    37.00
    38.00
    1.00
    60.0
    0.01
    0.01
    0.02
    0.14
    0.0
    60.73PR232-12 (I)
    11.00
    13.00
    2.00
    33.3
    0.01
    0.41
    5.79
    0.26
    0.1
    33.89PR232-12 (II)
    26.00
    34.00
    8.00
    31.5
    0.01
    0.03
    0.18
    0.14
    0.0
    31.80PR244-12
    33.00
    34.00
    1.00
    0.3
    0.03
    <0.01
    0.00
    0.01
    0.0
    1.66PR233-12
    8.00
    9.00
    1.00
    0.2
    0.03
    <0.01
    0.00
    0.01
    0.0
    1.76PR165-12
    25.00
    27.00
    2.00
    21.0
    0.23
    0.03
    0.41
    0.39
    0.0
    32.33PR251-12
    47.00
    48.00
    1.00
    1.0
    0.06
    <0.01
    0.02
    0.03
    0.0
    3.87Tranquilo South
    PR229-12
    50.00
    51.00
    1.00
    20.3
    0.00
    0.03
    0.06
    0.08
    0.0
    20.41PR228-12
    10.00
    43.00
    33.00
    57.7
    0.00
    0.07
    0.07
    0.11
    0.0
    57.76including
    24.00
    38.00
    14.00
    88.6
    0.00
    0.09
    0.03
    0.15
    0.0
    88.70and incl.
    27.00
    31.00
    4.00
    121.8
    0.00
    0.12
    0.04
    0.20
    0.0
    121.78Tranquilo North
    PR166-12
    67.00
    68.00
    1.00
    9.8
    0.04
    <0.01
    0.00
    0.01
    0.0
    11.67Marta Noroeste
    PR163-12
    22.00
    23.00
    1.00
    2.3
    0.41
    <0.01
    0.00
    0.20
    0.1
    22.55PR250-12
    36.00
    52.00
    16.00
    43.2
    0.17
    <0.01
    0.13
    0.02
    0.1
    51.64including
    47.00
    51.00
    4.00
    99.6
    0.31
    <0.01
    0.22
    0.03
    0.3
    115.28PR164-12
    23.00
    27.00
    4.00
    1.0
    0.80
    <0.01
    0.01
    0.02
    0.0
    40.94including
    26.00
    27.00
    1.00
    0.6
    1.55
    <0.01
    0.01
    0.03
    0.0
    78.30PR254-12
    55.00
    85.00
    30.00
    32.5
    0.36
    <0.01
    0.03
    0.01
    0.0
    50.51including I
    57.00
    64.00
    7.00
    105.9
    1.30
    0.01
    0.13
    0.02
    0.0
    170.80and including
    58.00
    60.00
    2.00
    299.0
    3.40
    0.02
    0.24
    0.03
    0.0
    469.00including II
    81.00
    82.00
    1.00
    76.9
    0.64
    0.01
    0.02
    0.02
    0.1
    108.95PR253-12
    75.00
    82.00
    7.00
    29.0
    0.10
    <0.01
    0.00
    0.01
    0.0
    34.20Karina
    PR223-12
    4.00
    53.00
    49.00
    51.0
    0.23
    0.01
    0.60
    0.05
    1.2
    62.52including
    17.00
    26.00
    9.00
    186.6
    0.64
    0.03
    1.19
    0.06
    4.0
    218.48and including
    18.00
    19.00
    1.00
    762.0
    3.99
    0.13
    6.42
    0.26
    26.3
    961.60PR220-12
    29.00
    40.00
    11.00
    71.2
    0.11
    <0.01
    0.15
    0.24
    0.8
    76.75including
    34.00
    35.00
    1.00
    462.0
    0.73
    0.03
    0.44
    0.21
    0.5
    498.50PR222-12
    24.00
    38.00
    14.00
    47.8
    0.42
    0.01
    0.70
    0.05
    6.5
    68.78including
    24.00
    25.00
    1.00
    107.0
    1.27
    0.01
    0.58
    0.06
    0.7
    170.50PR210-12
    1.00
    3.00
    2.00
    36.9
    0.16
    <0.01
    0.18
    0.04
    0.5
    44.91PR221-12
    33.00
    60.00
    27.00
    31.1
    0.19
    <0.01
    0.27
    0.02
    1.6
    40.74Including
    41.00
    42.00
    1.00
    113.0
    0.63
    <0.01
    0.29
    0.01
    4.3
    144.40PR219-12
    45.00
    56.00
    11.00
    290.1
    0.23
    0.02
    0.56
    0.72
    4.0
    301.58Including
    45.00
    47.00
    2.00
    1,459.5
    1.17
    0.06
    2.25
    2.82
    20.1
    1,517.90PR218-12
    51.00
    52.00
    1.00
    1.8
    0.07
    <0.01
    0.01
    0.04
    0.0
    5.35PR194-12
    2.00
    55.00
    53.00
    21.8
    0.31
    <0.01
    0.18
    0.04
    0.7
    37.12Including
    26.00
    43.00
    17.00
    52.3
    0.51
    0.01
    0.17
    0.05
    1.3
    77.98and including
    30.00
    32.00
    2.00
    166.5
    0.76
    0.02
    0.15
    0.07
    1.0
    204.57PR206-12
    24.00
    25.00
    1.00
    7.4
    0.00
    <0.01
    0.00
    0.16
    0.0
    7.43PR190-12 (I)
    33.00
    47.00
    14.00
    45.2
    0.35
    0.01
    0.50
    0.19
    1.9
    62.79Including
    44.00
    46.00
    2.00
    148.9
    1.39
    0.03
    0.88
    0.42
    8.4
    218.15PR190-12 (II)
    52.00
    67.00
    15.00
    38.2
    0.29
    <0.01
    0.15
    0.07
    0.9
    52.90Including
    60.00
    64.00
    4.00
    76.4
    0.95
    <0.01
    0.07
    0.05
    1.1
    124.10


28

---

Vein
    Drill Hole
    Start
    End
    Length
    Ag[g/tne]
    Au**[g/tne]**
    Cu[%]
    Pb [%]
    Zn[%]
    In[g/tne]
    Ag [g/tne](1)Florencia
    PR247-12
    28.00
    30.00
    2.00
    35.1
    0.21
    <0.01
    0.39
    0.04
    5.2
    45.54PR245-12 (I)
    19.00
    32.00
    13.00
    35.3
    0.23
    <0.01
    0.12
    0.02
    1.3
    46.56including
    23.00
    24.00
    1.00
    144.00
    0.49
    <0.01
    0.25
    0.03
    2.4
    168.25PR245-12 (II)
    41.00
    52.00
    11.00
    27.0
    0.08
    <0.01
    0.64
    0.11
    4.6
    30.88including
    48.00
    49.00
    1.00
    108.00
    0.23
    <0.01
    1.49
    0.05
    14.4
    119.40PR245-12 (III)
    59.00
    66.00
    7.00
    33.9
    0.08
    <0.01
    0.50
    0.26
    0.4
    38.00including
    62.00
    63.00
    1.00
    69.9
    0.08
    0.01
    0.98
    0.36
    0.3
    73.87Maria
    PR248-12
    9.00
    10.00
    1.00
    8.0
    0.03
    <0.01
    0.22
    0.06
    0.1
    9.28Trinda
    PR181-12
    75.00
    78.00
    3.00
    35.6
    0.31
    0.09
    0.25
    0.25
    0.0
    51.05Kimberly
    PR242-12
    53.00
    54.00
    1.00
    24.4
    0.00
    0.03
    0.58
    0.24
    0.1
    24.58CSV
    PR216-12 (I)
    0.00
    12.00
    12.00
    0.45
    106.2
    0.01
    0.27
    0.07
    1.1
    128.48including
    1.00
    2.00
    1.00
    0.95
    1022.0
    0.03
    1.04
    0.15
    4.8
    1069.45PR216-12 (II)
    65.00
    121.00
    56.00
    0.15
    36.4
    <0.01
    0.21
    0.58
    1.5
    43.64including
    65.00
    69.00
    4.00
    0.39
    96.0
    0.01
    0.93
    2.35
    2.6
    115.39including
    102.00
    105.00
    3.00
    0.62
    149.6
    0.06
    0.41
    1.60
    4.9
    180.67PR217-12
    67.00
    69.00
    2.00
    0.05
    33.1
    <0.01
    0.18
    0.32
    0.2
    35.39PR246-12
    31.00
    39.00
    8.00
    0.16
    136.8
    0.01
    0.58
    0.64
    7.0
    144.97including
    31.00
    33.00
    2.00
    0.46
    486.5
    0.03
    1.76
    1.89
    3.7
    509.53PR249-12
    13.00
    23.00
    10.00
    0.11
    37.2
    <0.01
    0.29
    0.03
    1.3
    42.53including
    16.00
    17.00
    1.00
    0.45
    179.0
    <0.01
    0.63
    0.08
    2.7
    201.70PR184-12
    92.00
    93.00
    1.00
    0.00
    0.7
    <0.01
    0.00
    0.01
    0.1
    0.78PR182-12
    10.00
    101.00
    91.00
    0.17
    37.2
    <0.01
    0.68
    0.18
    3.2
    45.84including I
    19.00
    35.00
    16.00
    0.52
    91.0
    0.01
    2.52
    0.03
    9.2
    116.92and including
    19.00
    21.00
    2.00
    2.59
    434.5
    0.04
    13.87
    0.04
    38.5
    564.20including II
    75.00
    86.00
    11.00
    0.27
    106.8
    <0.01
    0.23
    0.26
    2.9
    120.08and including
    76.00
    78.00
    2.00
    0.70
    394.5
    0.02
    0.27
    0.23
    1.5
    429.45PR211-12
    65.00
    72.00
    7.00
    0.10
    31.2
    <0.01
    0.34
    1.38
    1.6
    36.09including
    66.00
    67.00
    1.00
    0.27
    99.0
    0.01
    0.47
    3.21
    4.8
    112.25PR191-12
    29.00
    47.00
    18.00
    0.10
    43.7
    <0.01
    0.16
    0.18
    1.5
    48.74including
    37.00
    39.00
    2.00
    0.40
    185.5
    0.02
    0.30
    0.26
    1.0
    205.56PR185-12
    53.00
    54.00
    1.00
    1.19
    11.8
    <0.01
    0.13
    2.04
    0.8
    71.15Kalia
    PR239-12
    39.00
    46.00
    7.00
    0.11
    32.6
    0.02
    0.47
    2.31
    11.8
    38.22including
    43.00
    44.00
    1.00
    0.44
    158.0
    0.13
    1.92
    10.72
    61.0
    180.16PR236-12
    52.00
    65.00
    13.00
    0.13
    50.2
    0.04
    3.16
    1.17
    3.3
    56.56including
    58.00
    60.00
    2.00
    0.74
    249.0
    0.20
    16.48
    5.11
    17.7
    286.10PR238-12
    66.00
    67.00
    1.00
    0.70
    40.3
    0.01
    1.00
    1.40
    1.2
    75.15PR237-12
    112.00
    113.00
    1.00
    0.12
    47.0
    0.02
    1.70
    2.72
    1.2
    52.92Pamela
    PR234-12
    28.00
    29.00
    1.00
    0.02
    45.2
    0.10
    0.49
    0.05
    0.0
    46.01PR178-12
    3.00
    4.00
    1.00
    0.00
    2.4
    <0.01
    0.01
    0.02
    0.1
    2.53PR235-12
    50.00
    54.00
    4.00
    0.00
    31.6
    0.14
    0.21
    0.13
    0.0
    31.70Aurora
    PR230-12
    19.00
    20.00
    1.00
    0.01
    1.5
    0.01
    0.00
    0.00
    0.0
    1.75PR231-12
    49.00
    51.00
    2.00
    0.00
    49.2
    0.11
    2.53
    2.28
    0.0
    49.18


29

---

Vein
    Drill Hole
    Start
    End
    Length
    Ag[g/tne]
    Au[g/tne]
    Cu[%]
    Pb [%]
    Zn[%]
    In[g/tne]
    Ag [g/tne](1)Marta Sur
    PR205-12(l)
    27.00
    30.00
    3.00
    0.41
    272.5
    <0.01
    0.82
    0.21
    0.0
    34.04PR205- 12(ll)
    43.00
    55.00
    12.00
    0.04
    21.5
    <0.01
    0.02
    0.04
    0.0
    23.25PR204-12
    45.00
    49.00
    4.00
    0.01
    40.4
    0.01
    0.39
    0.08
    0.1
    41.10PR203-12
    78.00
    80.00
    2.00
    0.71
    13.8
    <0.01
    0.17
    0.62
    0.1
    49.53PR177-12
    39.00
    58.00
    19.00
    0.41
    272.5
    <0.01
    0.82
    0.21
    0.4
    292.94including
    47.00
    58.00
    11.00
    0.36
    439.7
    <0.01
    0.76
    0.34
    0.4
    457.73and including
    47.00
    52.00
    5.00
    0.57
    767.2
    <0.01
    1.23
    0.02
    0.5
    795.46PR202-12
    47.00
    68.00
    21.00
    0.26
    109.9
    <0.01
    0.65
    0.49
    0.4
    123.08including
    52.00
    56.00
    4.00
    0.63
    313.3
    <0.01
    1.43
    0.01
    0.6
    344.98and including
    66.00
    68.00
    2.00
    0.21
    242.5
    <0.01
    0.23
    0.28
    0.2
    253.12PR188-12
    24.00
    25.00
    1.00
    0.03
    38.6
    <0.01
    0.14
    0.12
    1.2
    40.07PR201-12
    29.00
    44.00
    15.00
    0.07
    26.5
    0.01
    0.27
    0.47
    0.9
    29.83PR186-12 (I)
    61.00
    70.00
    9.00
    0.29
    14.1
    <0.01
    0.31
    1.50
    0.6
    28.79including
    67.00
    68.00
    1.00
    1.87
    8.5
    <0.01
    0.16
    0.66
    0.7
    101.85PR186-12 (II)
    91.00
    108.00
    17.00
    0.02
    48.9
    0.02
    0.64
    1.72
    2.9
    49.99including
    92.00
    95.00
    3.00
    0.02
    175.7
    0.10
    1.61
    4.95
    2.1
    176.85PR187-12
    55.00
    110.00
    55.00
    0.10
    25.8
    <0.01
    0.41
    0.88
    3.6
    30.89including
    68.00
    69.00
    1.00
    0.17
    156.0
    0.10
    0.53
    0.04
    8.9
    164.73PR189-12
    70.00
    71.00
    1.00
    0.08
    27.6
    0.02
    0.66
    1.12
    2.8
    31.73Savary
    PR212-12
    19.00
    30.00
    11.00
    0.44
    22.6
    0.03
    0.77
    0.05
    3.2
    44.54including
    28.00
    30.00
    2.00
    1.67
    27.4
    0.06
    0.98
    0.17
    4.3
    111.00PR214-12
    16.00
    24.00
    8.00
    1.43
    67.4
    0.05
    1.70
    0.12
    21.2
    139.09including
    19.00
    20.00
    1.00
    2.71
    213.0
    0.16
    4.08
    0.41
    38.2
    348.65PR193-12
    22.00
    25.00
    3.00
    1.46
    53.9
    0.05
    3.33
    2.92
    50.9
    127.17PR213-12
    52.00
    74.00
    22.00
    0.39
    31.9
    0.10
    0.41
    1.66
    21.7
    51.25including
    58.00
    60.00
    2.00
    1.03
    143.5
    0.90
    0.95
    3.74
    94.0
    194.78and including
    70.00
    72.00
    2.00
    1.65
    66.4
    0.07
    1.61
    5.35
    43.2
    148.90PR215-12
    78.00
    94.00
    16.00
    0.89
    79.5
    0.03
    0.31
    0.05
    13.0
    124.20including
    79.00
    81.00
    2.00
    1.30
    196.5
    0.05
    0.35
    0.07
    31.1
    261.40and including
    90.00
    93.00
    3.00
    2.86
    176.3
    0.07
    0.70
    0.07
    20.3
    319.25PR224-12
    11.00
    41.00
    30.00
    3.65
    192.5
    0.02
    0.34
    0.05
    6.1
    375.16including
    15.00
    18.00
    3.00
    3.63
    1,156.3
    0.04
    1.56
    0.07
    22.5
    1,338.00and including
    26.00
    31.00
    5.00
    18.66
    355.2
    0.03
    0.15
    0.07
    1.8
    1,288.08PR225-12
    21.00
    22.00
    1.00
    39.0
    0.11
    <0.01
    0.30
    0.04
    0.7
    44.67PR226-12
    12.00
    13.00
    1.00
    29.2
    0.02
    0.02
    1.11
    0.15
    0.1
    30.00PR192-12
    45.00
    58.00
    13.00
    0.83
    38.1
    0.03
    0.82
    1.53
    10.9
    79.78including
    46.00
    47.00
    1.00
    3.08
    52.6
    0.14
    0.48
    2.24
    29.0
    206.80and including
    57.00
    58.00
    1.00
    0.38
    182.0
    0.04
    4.98
    2.81
    30.6
    200.95Silvia
    PR180-12
    41.00
    98.00
    57.00
    0.19
    35.7
    0.03
    0.18
    0.09
    0.1
    45.03including
    55.00
    71.00
    16.00
    0.42
    88.5
    0.08
    0.20
    0.08
    0.3
    109.59and including
    55.00
    57.00
    2.00
    0.88
    286.5
    0.32
    0.87
    0.25
    1.6
    330.38PR240-12
    44.00
    56.00
    12.00
    0.26
    73.9
    0.05
    1.62
    1.48
    0.0
    86.99Including
    49.00
    53.00
    4.00
    0.39
    131.1
    0.03
    2.82
    2.43
    0.0
    150.49PR241-12
    11.00
    12.00
    1.00
    0.03
    0.7
    <0.01
    0.00
    0.02
    0.00
    2.11PR179-12
    33.00
    34.00
    1.00
    0.13
    32.0
    0.05
    0.43
    0.08
    0.00
    38.64


30

---

Vein
    Drill Hole
    Start
    End
    Length
    Ag[g/tne]
    Au[g/tne]
    Cu[%]
    Pb [%]
    Zn[%]
    In[g/tne]
    Ag [g/tne](1)Sonia
    PR197 12 (l)
    18.00
    23.00
    5.00
    0.10
    59.2
    <0.01
    0.21
    0.03
    0.7
    45.03PR197 12 (ll)
    95.00
    100.0 0
    5.00
    0.32
    23.9
    0.02
    0.11
    0.70
    8.4
    109.59PR183-12
    55.00
    56.00
    1.00
    0.10
    37.8
    0.01
    0.63
    1.37
    10.6
    330.38PR207-12
    47.00
    51.00
    4.00
    0.03
    28.9
    0.02
    0.81
    2.01
    26.1
    150.49PR209-12
    27.00
    29.00
    2.00
    0.16
    54.5
    0.03
    1.74
    1.98
    15.7
    2.11PR208-12
    20.00
    23.00
    3.00
    0.04
    30.7
    0.03
    0.29
    0.27
    11.6
    38.64Marcela
    PR200-12
    20.00
    21.00
    1.00
    0.17
    19.2
    <0.01
    0.28
    0.18
    4.4
    27.75Fantasma
    PR257-12
    39.00
    40.00
    1.00
    0.34
    0.4
    <0.01
    0.00
    0.00
    0.00
    17.20PR256-12
    48.00
    49.00
    1.00
    0.01
    6.4
    <0.01
    0.00
    0.01
    0.00
    6.72Luna
    PR252-12
    23.00
    24.00
    1.00
    0.03
    29.6
    <0.01
    0.00
    0.01
    0.00
    31.23


(1)We calculate Silver equivalent (Ag g/t eq.)as the total of Ag and Au in results, expressed in Ag terms, where the Au
amount is converted to an equivalent Ag amount. The conversion of Au to Ag is
based on the price difference between the Ag $/oz. and the Au $/oz. We use a
conservative factor of Au = 50 * Ag. The historical ratio of Au closing price
versus Ag daily price (London Fix) from 2002-2011 is 60.3, while for during our
second quarter, (May 1-July 31) it was 55.8 (Source: Kitco via wikiposit.org(http://wikiposit.org/uid?KITCO).

*True widths are estimated to be 85-90% of the stated
interval; ** Silver Eq is Silver Equivalent of gold plus silver and based upon a
price ratio of between 43:1 and 52:1 gold to silver; P represents core holes,
PR represents RC holes.

In July of 2011, we began Phase VIII of our Pingüino
exploration plan. This program consists of soil sampling, trenching, geophysics
(in-house ground magnetometer detail surveys and gradient IP) and field mapping,
as well as metallurgical testing, all to help us define drill targets for a
combined diamond drill and reverse circulation drill program for calendar 2012.
We also began construction of a permanent exploration camp at Pingüino during
the last calendar quarter of 2011.

In late 2011, we conducted geophysical and geochemical surveys
in an effort to identify new drill targets. We identified a number of
interesting geochemical "footprints" - the largest of these is a new silver
anomaly that is more than twice that of the nearby silver-rich Marta Este vein,
which has had more than 104 holes drilled to date. With limited outcropping vein
material on surface, but with coincident geophysical and geochemical anomalies,
it suggests excellent potential for the discovery of a new silver-rich vein. In
addition, we identified a 500-meter extension to the silver-gold Marta Noroeste
vein and numerous other extensions within the Tranquilo fault, Marta Sur and
other parallel structures. Maps of these newly generated preliminary geochemical
and geophysical targets are posted on our website (www.argentexmining.com).

Using these results, we designed our 2012 drill program, which
commenced February 23, 2012. In total, this 12,000 meter drill program is to
consist of approximately 100 drill holes focused primarily on infill and
definition drilling of previously identified vein systems in an effort to
maximize the potential expansion of the resource. In addition, we continue to
work on updating our 2009 Mineral Resource Estimate, which we believe will be
completed shortly. The original 2009 Mineral Resource Estimate, which can be
viewed on our website, included an estimate and classification of mineralization
based on the 269 diamond drill holes (approximately 30,000 metres) at nine
mineralized veins identified at the Pingüino property (Marta Norte, Marta
Noroeste, Marta Este, Marta Centro, Marta Sur, Ivonne, Savary Sur, Kasia and
Sonia). At the time, all of these veins remained open at strike and at depth.
The update will include additional drill results at some of these veins (from
our 2010 and 2011 exploration programs), as well as mineralization from up to
seven additional veins.

The phase VIII trenching program consisted of 193 trenches and
targeted new veins or extensions on known veins. The Kalia, CSV, Karina, María
and Kimberly veins represent five newly discovered mineralized systems with
high-grade Ag-Au anomalies on surface. Three of them, Kalia, Karina and
Kimberly, are hosted in veins with an ENE strike, known as the K structural
system. María is close and parallel to the Marta Este-Marta Oeste vein trends,
and CSV has an atypical EW strike. The trenching results from the Tranquilo vein
are among the highest silver grades recorded to date at Pingüino.

In addition, we completed regional ground magnetics at Plata
León.

31

---

Phase VIII DDH Drill Program Review

A total of 2,110 metres (20 holes) of diamond drilling served
as in-fill/definition holes on known vein systems while recovering sample
material for metallurgical testing. Two separate areas of the Marta Este vein
were selected for infill drilling, one in the primary zone and the other in the
oxide area. The tested areas (40 metres deep and 20 metres wide) were drilled on
a grid of 20 metres by 20 metres, with an additional hole in the middle. Results
were in agreement with previous wider spaced holes from the oxide zone, and were
better than expected from the primary zone. This may indicate there is potential
to locate additional high grade pockets within Marta Este.

Metallurgical Testing

This program was designed to recover metallurgical samples to
investigate heap leaching and milling processes. Based on our current concept of
project economics, geochemistry and mineralogical characteristics, five major
veins were chosen for the sampling:

- Marta Este (Ag-Au quartz-rich vein)
- Marta Norte (Ag quartz-rich vein)
- Marta Centro (Ag-In-Zn-Pb polymetallic vein)
- Ivonne-Ivonne Norte (Au-In-Cu polymetallic vein)
- Tranquilo (Ag-rich quartz vein, with polymetallic vein clasts)

Floatation and Cyanidation Tests

The new diamond drill holes were located in an effort to add
new information on each vein for subsequent resource calculations; each new hole
was located in the vicinity of previous holes with average silver and gold
grades. Holes were selected for both oxide and primary mineralisation so that
mill testing could be done on both types of material. An intersection from one
historical hole in the Ivonne Norte vein (hole P356-11) was included in the test
sample. We retained G&T Metallurgical Services Ltd. of Kamloops, B.C. to
conduct preliminary flotation and leaching metallurgical tests on Pingüino
mineralisation. In total, 324.52 kg of diamond drill core was sent to the lab,
from which two initial composites from Marta Centro and Marta Este were chosen
for preliminary bench-scale grinding and flotation studies. Following this
preliminary testing, we intend to investigate leaching of the flotation tails.
The goal of this testing is to increase overall gold and silver recoveries while
getting more information on reagent consumptions.

Heap Leach Testing

The Pingüino deposit has a leached cap and for this reason
leach testing will be completed to determine whether heap leaching is a
potentially viable processing option. Since column tests for heap leaching
require a significant volume of material at a certain particle size, and
historical diamond drilling of the leached cap has yielded poor recoveries, we
decided to use surface trenches to provide the samples. If we determine that
heap leaching is a reasonable processing scenario, more detailed sampling and
testing may be done at a later date.

We retained ALS Ammtec of Balcatta, Australia, to conduct
metallurgical testing of the oxide mineralisation found at surface at Pingüino.
Trench samples of oxide material weighing 1,876.7 kg were delivered in May 2012.
The initial testing consisted of bottle roll tests on various sizes of stage
crushed product. On the basis of these results only Marta Norte and Tranquilo
material was considered suitable for column testing. Two separate trench
composites from Marta Norte and Tranquilo at a grind size of <12.7mm were
subjected to column testing, as well as a trench sample from Tranquilo at a 50mm
grind. If coarse leaching does not prove attractive, we intend to investigate
fine grinding and agitated leaching.

As disclosed under Overview, highlights included:

32

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- Preliminary heap leach column test work on the oxide samples indicated
  silver recoveries up to 81% and gold recoveries up to 69% with leaching times
  of 30 to 45 days. Silver and gold were still leaching when the tests were
  terminated, suggesting the potential for recoveries to increase with longer
  leaching periods.
- Bottle roll test work on oxide samples indicated recoveries up to 95% for
  silver and up to 94% for gold.
- Flotation of Marta Este and Marta Centro sulphide vein materials resulted
  in good deportment of the lead and zinc to the respective concentrates at
  potentially saleable grades.

Phase VIII RC Drill Program Review

Marta Este (ME) Vein

Five Reverse Circulation (RC) holes were drilled in the
southern part of the ME vein. Four of the holes were focused on extending the
oxide zone at the southern end of the vein, and a possible high-grade precious
metal extension at depth was tested in the fifth hole. Both targeted areas
confirmed the presence of high-grade mineralisation. The oxide zone of the ME
vein was extended approximately 80 metres further south, based on assay results
from three of the four RC holes drilled. The best results were from hole
PR175 12, with 33 m @ 74.97 Ag eq., including 4 m @ 290.3 g/t Ag and 2.80 g/t
Au, or 430.09 g/t Ag eq.PR176-12 was drilled to intersect the vein
approximately 150 metres below surface and encountered high grade mineralisation
down dip from high grade oxide intersections of earlier drilling.

We calculate Silver equivalent (Ag g/t eq.) as the total of Ag
and Au in results, expressed in Ag terms, where the Au amount is converted to an
equivalent Ag amount. The conversion of Au to Ag is based on the price
difference between the Ag $/oz. and the Au $/oz. We use a conservative factor of
Au = 50 * Ag. The historical ratio of Au closing price versus Ag daily price
(London Fix) from 2002-2011 is 60.3, while for during our second quarter, (May
1-July 31) it was 55.8 (Source: Kitco via wikiposit.org
(http://wikiposit.org/uid?KITCO).

Marta Oeste ("MW") Vein

Five RC holes were drilled in the southern part of the MW vein
to test the potential for a depth-extension of significant mineralisation
encountered in shallow holes completed in 2011. Only one of these holes,
PR169-12, is interpreted to have intersected the MW vein, with 3 m @
539.15 g/t Ag eq. A re-evaluation of the vein structure suggests that the
easterly dip seen in its central section may have changed to a westerly dip.
This "rolling over" is also interpreted in the northern section of the MW vein.
Based on that revised assessment, the southeast section of the vein remains open
in both strike and dip.

Marta Noroeste ("MNW") Vein

Five RC holes drilled in the MNW vein focused on extending the
vein to the north and south, for a potential total strike length of 1,600
metres. Results from two RC holes confirmed high-grade precious metal
mineralisation in each of the southern and northern areas of MNW. These two new
areas suggest there may be at least three high-grade zones.

- The central zone, with an approximate strike length of 350 metres, was
  drilled in previous exploration phases, and remains open at depth and along
  strike.
- The new southern zone was discovered in PR250-12 and identified 4 m @
  115.3 g/t Ag eq.
- The northern zone was discovered with PR254-12 (7 m @ 170.8 g/t Ag eq.,
  including 2 m @ 469.0 g/t Ag eq.), and based on an interpreted 450
  metre strike length, may have potential at depth.

Tranquilo Vein-Fault

Nine RC holes were drilled in the Tranquilo Norte ("TRN"),
Tranquilo ("TR") and Tranquilo Sur ("TRS") vein systems. The holes targeted
different geochemical and geophysical anomalies along the Tranquilo fault, with
two holes identifying silver grades in excess of 60 g/t. Of the six holes
collared in the southern part of the TR vein, PR232-12 identified 1 m @ 129.0 g/t Ag, associated
within a 2 metre wide polymetallic vein. From the two RC holes at TRS, PR228-12 returned 14 m @ 88.6 g/t Ag, including 4 m @ 121.8 g/t Ag. This
hole at TRS is the first important silver discovery in this southern part of the
Tranquilo trend.

33

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Kae and Mónica ("MON") Veins

Two RC holes drilled in each of these base metal-rich veins
tested for anomalous silver content. The holes confirmed the polymetallic nature
of these veins (with high Pb, Zn and indium values, analogous to the Marta
Centro vein) but only low-grade silver mineralisation was encountered. These
veins remain relatively underexplored.

Karina (KAR) Vein

Ten RC holes were drilled at the newly discovered KAR vein. The
structure was initially identified with the combination of ground magnetics and
soil surveys, and subsequently tested with rock chip sampling and trenching
(please refer to our news release dated July 24, 2012 where we reported an
intercept of 1 m @ 2,524 g/t Ag and 0.86 g/t Au). The KAR vein has a strike
length of about 1,000 metres in three different segments (Karina I to III), and
is crosscut and displaced by the northwest-oriented veins: Marta Noroeste and
Savary.

The vein was drilled in the centre and eastern segments and
intersected significant mineralisation in both. The best intersection from
PR219-12 includes 2 m @ 1,459.5 g/t Ag and 1.17 g/t Au (1,517.9 g/t Ag eq.)Holes PR206-12, PR210-12 and PR218-12 did not intersect KAR III, which we
interpret as being closer to an E-W strike than expected.

Florencia (FLO) Vein

The FLO vein, a sub-cropping structure also discovered by
geophysics, was drill tested by two RC holes. Hole PR245-12, drilled at the
eastern end, intercepted 3 branches of the vein, with two of these returning
good precious metal grades (1m @ 168.25 g/t Ag eq. and 1m @ 119.40 g/t Ag eq.).
The second hole, PR247-12, was drilled on a northerly azimuth in the western
section as a scissor, but didnt intersect the vein which, it appears, dipped to
the north.

We believe FLO has good potential for high-grade precious
metals, noting its proximity to the Marta Este and Marta Oeste veins, where
significant Ag and Au values have previously been reported.

María (MIA), Trinda (TRI) and Kimberly (KIM)
Veins

The MIA, TRI and KIM untested geophysical anomalies were each
tested with one RC drill hole. Although these holes did not return significant
assays, we believe these veins warrant further exploration based on the nature
of the geophysical anomalies.

CSV Vein Group

Ten RC holes were drilled into the CSV veins after a group of
parallel structures was discovered with a combination of soil surveys and
gradient IP, and subsequently tested with trenches where 2 m @ 1,029 g/t Ag and
1.80 g/t Au was reported. The CSV vein structures do not outcrop, as they are
obscured mainly by recent sediments.

The CSV group of veins consists of three main structures,
discovered to date:

| | 1) | CSV Norte: strike length of >550 metres and divided
      into two main sectors: west area dipping to the south (parallel to Karina
      vein) and merging with Savary vein, and the east area dipping to the
      north. The best intercept discovered to date is PR182-12, 2 m @ 564.2 g/t
      Ag eq. from 19m depth;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34

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| | 2) | CSV: group of quartz and oxide veinlets with a minimum
      strike length of 100 metres and two branches dipping north. The best
      intercept discovered to date is PR216-12, 1 m @ 1069.45 g/t Ag eq. from 1m
      depth; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                    
| | 3) | CSV Sur: strike length of about 350 metres and also two
      branches dipping north. The best intercept discovered to date is PR246-12,
      2 m @ 509.53 g/t Ag eq. from 31m depth.                                             

All of the vein structures have an east-west strike and contain
anomalous precious metals, particularly in silver, accompanied by elevated
values in base metals and indium. These unexposed east-west striking high-grade
structures are the first of their type to be found at Pingüino.

Kalia (KAL) Vein

Four RC holes were drilled into the KAL vein as a follow up to
encouraging results from trenching of soil anomalies where 1 m @ 175 g/t Ag and
3.06 g/t Au was reported.

KAL is a silver-bearing polymetallic vein, analogous to the
Marta Centro (Ag-Au-Zn-Pb-In) vein type. Precious metal mineralisation was
intercepted in all holes, ranging from 1 m @ 52.92 g/t Ag eq. to 2 m @ 249 g/t
Ag, 0.74 g/t Au, 16.48% Pb, 5.11% Zn and 17.7 g/t indium. KAL is open along
strike and at depth, and we believe it may hold good potential for precious and
base metals.

Pamela (PAM) and Aurora (AUR)

The recently discovered PAM and AUR veins are located at the
southern part of the Pingüino project. Both veins are characterised by a
considerable strike length (>2 km), high relief due to the high silica
content, and distribution in multiple parallel branches. The first set of
exploratory RC holes on each vein targeted chargeability anomalies outlined by
the Phase VIII IP program.

Three RC holes drilled at PAM identified two parallel veins.
Holes PR234-12 and PR235-12 encountered anomalous silver and base metals in the
west dipping western vein. Two RC holes were drilled at the two different
branches of the AUR vein and identified base metal and silver grades in the
eastern branch. Hole PR231-12 assayed 49.2 g/t Ag and close to 5% combined Pb+Zn
over a 2 metre intersection. The AUR vein is an east dipping structure that can
be compared to the nearby polymetallic Tranquilo vein. We believe the PAM and
AUR veins warrant further exploration to assess their potential for precious and
base metals in higher-grade zones along their extensive strike length.

Savary (SAV) Vein

SAV vein is a precious metals target with an interpreted strike
length of over 3.7 kilometres. Nine shallow RC holes tested anomalous ground
magnetics and structurally favourable areas at the intersections of Savary with
crosscutting "K system" veins: Kasia, Kimsia, Kimberly, Karina and Karina Norte.
Drill results revealed three high-grade precious metal zones along the vein. We
interpret these to be structurally controlled by the intersections of the Savary
structure with Kimsia, Karina III/CSV veins, with the section bound by the two
branches of the south part of Savary III. These intersections are all open at
depth. The Savary I segment is important for its apparent continuity based on
drilling to date and for its potential volume of mineralisation. The Savary II
area appears to present a structurally favourable setting for high-grade
mineralisation. The high-grade precious metals encountered in PR224-12, with
values up to 30 m @ 192 g/t Ag and 3.65 g/t Au, including two high-grade
mineralized structures: a silver-rich one with 3 m @ 1,156.3 g/t Ag and 3.63
g/t Au; and a gold-rich one with 5 m @ 355.2 g/t Ag and 18.66 g/t Au,
support this assumption. This hole suggests that intersections of the K vein
systems, striking ENE, against the NW striking SAV vein system could provide a
favourable setting for high-grade mineralisation.

35

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Marta Sur (MS) Vein

Ten exploratory RC holes targeted previously identified
high-grade areas along the two kilometre-long MS vein. Based on detailed ground
magnetics, three anomalous areas (South, Central and North) were defined. The
North zone, with a different (NNW) strike, had not been previously tested. Wide
intervals of high-grade precious metal values were intersected at the southern
anomaly with hole PR177-12 (19 m @ 272.5 g/t Ag and 0.41 g/t Au, including 5
m @ 767.2 g/t Ag and 0.57 g/t Au) and hole PR202-12 (21 m @ 109.9 g/t Ag
and 0.26 g/t Au, including 4 m @ 313.3 g/t Ag and 0.63 g/t Au). These holes,
together with results from the 2011 Phase VII drill program, indicate a
high-grade precious metal system with a strike length of approximately 350
metres. This is the first high-grade area found at this large and thick quartz
vein, and suggests that additional high-grade precious metal values may exist at
depth.

Silvia (SIL) Vein

SIL is a very long structure, having a strike length of
approximately 4.5 kilometres. It had just two holes drilled in previous
exploration phases. The central area is outlined by both anomalous ground
magnetics and gradient IP which was tested with four RC exploration holes. The
drilling reported high-grade precious metal values, along with high-grade base
metal values for the two northern holes --- 2 m @ 286.5 g/t and Ag 0.88 g/t
Auin hole PR180-12 and 4 m @ 131.1 g/t Ag and 0.39 g/t Auin hole
PR240-12. These two holes suggest the presence of a new high-grade area at SIL
with a potential strike length of 450 metres.

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

Budget

We intend to spend between two and three million dollars on our
Pingüino property over the 12 month period ending April 30, 2014. We plan to
undertake a structural review on controls of mineralization, expand our resource
through targeted drilling of potentially open pittable material on veins
discovered but not in the current resource as well as new zones in veins within
the resource, and complete additional metallurgical studies to enable the
probable commencement of a Preliminary Economic Assessment in 2014.

There are no known reserves on the Pingüino property and any
proposed program by us is exploratory in nature. Except for the Preliminary
Economic Assessment completed in 2011, which was based on the 2009 Resource
Report, we have not conducted any economic assessment or development or mining
work on the Pingüino property. We plan to continue resource definition drilling
to enable us to prepare a Preliminary Economic Assessment. We plan to review
these mineral claims after each work program and, if warranted, undertake
development work, or further exploration activities. We are presently in the
exploration stage and we can give no assurance that we will discover a
commercially viable mineral deposit (a reserve) on the Pingüino property.

Santa Cruz Properties (excluding Pinguino)

We own interests in 19 additional mineral claims in the Santa
Cruz Province of Argentina that we have historically referred to as our Santa
Cruz properties. The Santa Cruz properties are comprised of nine individual
properties known as Plata Leon (one claim), Condor (six claims), Contreras (two
claims), Nuevo Oro (one claim), La Leona (one claim), Merlot and Cabernet (three
claims), Diamante (two claims) and the CVS Properties (three claims including
the Boreal, CV1 and CV3 claims), which is nearby but not contiguous to the other
four claims that are included in this property). Our Condor property is
described as follows:

36

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Property Name
    Expediente No. (File No.)
    Registered Holder
    Claim Type
    Size (Hectares)Bajo Condor
    410.783/SCRN/06
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,000Alto Condor
    400.720/SCRN/07
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    3,015Condor Manifestacion de Descubrimiento(1)
    414.085/CID/00
    SCRN Properties Ltd.
    Manifestacion de 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


|Notes:
|------
|(1)   
|(2)   

The balance of the Santa Cruz properties are described as
follows:

Claim Name
    Expediente No. (File No.)
    Registered Holder
    Claim Type
    Size (Hectares)Plata Leon
    407.423/06
    SCRN Properties Ltd.
    Cateo
    10,000Diamante 1
    407.929/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,906Diamante 2
    407.928/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,862MD Norte 1
    404.213/07
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2177Boreal
    408.338/06
    SCRN Properties Ltd.
    Cateo
    3,484CV 1
    407.931/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,956CV 3
    407.932/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,983La Leona 1
    404.214/07
    SCRN Properties Ltd
    Manifestacion de Descubrimiento
    2,400Contreras Oeste
    424.987/SCRN/10
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,938Contreras Este
    424.988/SCRN/10
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    1,622Nuevo Oro 2
    407.934/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,951Merlot 1
    407.077/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,200Cabernet 1
    406.860/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    3,777Cabernet 2
    406.859/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,981


The map of the Province of Santa Cruz below, shows the location
of each of our Santa Cruz properties (each number represents a project, with 1
for Pingüino, 2 for the CV Properties, 3 for Merlot and Cabernet, 4 for
Diamante, 5 for Condor, 6 for La Leona, 7 for Contreras and 8 for Nuevo
Oro):

37

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Except for the Pingüino property, which is discussed
separately, above, and limited work at Condor and Contreras which is discussed
below, we have conducted only limited general exploration activities on our
remaining Santa Cruz properties.

38

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Contreras and Our Other Santa Cruz Projects

We completed geological work at the Merlot M.D. area within the
  Cabernet-Merlot property in central Santa Cruz province. Field work was
  completed in December 2012, and results did not identify significant mineralised
  areas at Merlot, with only one Zn anomaly with strongly oxidized rocks.
  Additional sampling was performed at the Cabernet I and II M.D. areas, explored
  previously in 2010. More representative samples were added to the three
  mineralised areas: El Esteco (oxide area with anomalous in Zn and Mn), Las Moras
  (argillic alteration zone with As, Hg, Pb, Zn and Mo anomalies), and Los Árboles
  (argillic alteration zone with Mn and Zn contents).

We did not conduct any significant exploration activities on
our Contreras property or our other projects in Santa Cruz during the year ended
January 31, 2013.

Condor

Exploration on the Condor property during the year ended
January 31, 2013, has been focused on the investigation of a prospective
geological model for the Condor area.

Activities comprised finishing the detailed mapping of the
Jurassic outcrops, completion of the regional (200 by 200 metres) soil grid with
statistical processing of the data in order to create maps, remediation of the
phase I trenches (1921 metres), completion of 4 new trenches (220 metres) at
Aguilucho vein and 14 ppm Au hydrothermal breccia areas, relogging of the 2010
diamond drill core, and a structural interpretation of the geology and
geophysics.

Trenching results:

Target
    Trench
    Start [m]
    End [m]
    Length [m]1
    Ag [g/t]
    Au [g/t]Hydothermal Breccia
    AGX-04-12
    25.00
    27.00
    2.00
    <0.01
    0.616AGX-04-12
    27.00
    29.00
    2.00
    <0.01
    0.291


Two main targets were defined for the area: 1) low grade large
tonnage disseminated gold mineralization hosted in chalcedonic and
pyrite/marcasite-rich hydrothermal breccias within rhyolitic domes, and 2) high
grade vein feeders located at depth and represented by fragments of them
transported to surface by hydrothermal eruption breccias.

The second target is the most relevant for the company and more
geophysics are needed to target for the deep high grade vein feeders.

Rio Negro Properties

Acquisition and Location

We own interests in two cateos and 10 manifestacions de
descubrimiento located in the Los Menucos epithermal gold district of Rio Negro
province. These Rio Negro properties, which cover an aggregate of 59,499
hectares, are described as follows:

Property Name
    Expediente No. (File No.)
    Registered Holder
    Claim Type
    Size (Hectares)Catre 2
    28.030-03
    SCRN Properties Ltd
    Manifestacion de Descubrimiento
    2,906Catre 5
    37.117-12
    SCRN Properties Ltd
    Manifestacion de Descubrimiento
    8,336Catre 6
    37.118-12
    SCRN Properties Ltd
    Manifestacion de Descubrimiento
    1,226Catre 7
    37.119-12
    SCRN Properties Ltd
    Manifestacion de Descubrimiento
    3,407Mochas 2
    28.045-03
    SCRN Properties Ltd.
    Cateo
    9,960Pilquin 1
    28.031-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    1,475


39

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Pilquin 2
    28.032-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    3,000Pilquin 3
    28.033-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,999Menucos 4
    28.034-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    1,949Menucos 5
    28.035-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    1,949Menucos 6
    28.036-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,999Menucos 7
    28.037-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,880Menucos 8
    28.038-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,959Menucos 9
    28.039-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,999Menucos 10
    28.040-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,730Menucos 11
    28.041-03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    1,840Menucos 12
    28.042-M-2003
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,920Menucos 13
    28.043-M-2003
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,965


There are no known reserves on any of these Rio Negro
properties. The collective group our Rio Negro properties may decrease or
increase in size due to our refocusing exploration emphasis and focus based upon
many factors, including market conditions.

The location of our Rio Negro properties is as shown on the map
below:

40

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As discussed earlier in this annual report on Form 20-F, our
primary focus has been our Pingüino property located in Santa Cruz province.

We conducted two field trips to our Río Negro group of
properties (87,526 ha in 22 mining properties divided in two blocks: Jacobacci
and Los Menucos). We completed the geological work on the southern properties
(Jacobacci block) that are located east of the Calcatreu mining project. These
two trips comprised mapping and sampling of the most relevant geological and
mineralization features at the eight properties of the Jacobacci block. From
this work, we defined silica replacements and some quartz and calcite veinlets,
but without significant metal content, so we decided to keep just four of the
eight mining properties at this block, and abandoned 4 properties consisting of
28,027 Ha reducing our group of properties to 59,499 ha in 18 mining properties.
We intend to explore the balance of our Río Negro properties (the Los Menucos
block) over the next few months and finish our review of Río Negro by the end of
May 2013 to determine if we will abandon any other mining properties.

British Columbia Properties

On June 7, 2010, we acquired a group of three contiguous
mineral tenures known as the Clapperton Property, covering an aggregate of
approximately 825 hectares of land located in south central British Columbia,
Canada, approximately 25 kilometres northeast of the town of Merritt, British
Columbia. On May 31, 2012, we made a cash-in-lieu payment of approximately
$4,067 (CDN$4,201) which advances the expiry date of the three mineral tenures
to June 7, 2013.

The map reproduced below shows the location of the Clapperton
Property:

41

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There are no known mineral resources or reserves on the
Clapperton Property, nor can there be any assurance that we will be able to
identify any mineral resource or reserve there.

ITEM 4A Unresolved Staff Comments

Not applicable.

ITEM 5 Operating and Financial Review and Prospects

You should read the following discussion of our financial
condition and results of operations together with the audited consolidated
financial statements and related notes thereto included elsewhere in this annual
report on Form 20-F 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

A. Operating Results

Years Ended January 31, 2013 and 2012

Revenue

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

42

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Expenses

Mineral Exploration Activities

Our mineral exploration expenses decreased by $938,294 or 15%
from $6,085,967 during the year ended January 31, 2012 to $5,147,673 during the
year ended January 31, 2013. The decrease in our mineral exploration expenses
during the year ended January 31, 2013 was primarily due to the difference in
the scope of our 2013 exploration program at our Pingüino Property, which
consisted of 10,520 metres of drilling in 113 holes. In comparison, our 2012
exploration program consisted of 19,704 metres of drilling in 206 holes. The
cost of our 2012 camp and field supplies was higher than the cost of our 2011
camp and field supplies as the 2012 field program from our expanded camp was
larger in scope and longer in duration. In addition, we incurred expenses on our
preliminary metallurgical testing and the expense of our new Technical
Report.

General and Administrative

Our general and administrative expenses (total expenses
excluding mineral property interests, foreign exchange (gain) loss and
stock-based compensation) decreased by $226,133 or 9% from $2,452,841 during the
year ended January 31, 2012 to $2,226,708 during the year ended January 31,
2013. This decrease was primarily the result of decreases in consulting fees and
investor relations expense, which were offset by an increase in salaries and
benefits.

Our consulting fees decreased by $207,710 during the year ended
January 31, 2013 primarily because, during the year ended January 31, 2012, we
paid our former Chief Executive Officer total consulting fees of $373,696 (which
included approximately $225,000 in severance). This decrease was partially
offset by recruitment fees paid to a consulting firm to hire our current Chief
Executive Officer on August 1, 2012.

Our salary and benefits increase of $206,799 during the year
ended January 31, 2013 was mainly due to the hire and relocation of our new
President and Chief Executive Officer.

|                                          |   | Year
      ended |  |   | Year
      ended |  |   |            |  
|----------------------------------------- | - | ---------------- |  | - | ---------------- |  | - | ---------- | -
|                                          |   | January 31,      |  |   | January 31,      |  |   | Increase   |  
|                                          |   | 2013             |  |   | 2012             |  |   | (Decrease) |  
|                                          |   |                  |  |   |                  |  |   |            |  
|Consulting                                | $ | 640,879          |  | $ | 848,589          |  | $ | (207,710   | )
|Depreciation                              |   | 65,760           |  |   | 29,627           |  |   | 37,133     |  
|Director fees                             |   | 24,797           |  |   | 26,205           |  |   | (1,408     | )
|Office and sundry                         |   | 190,735          |  |   | 226,140          |  |   | (35,405    | )
|Professional                              |   | 420,027          |  |   | 450,626          |  |   | (30,599    | )
|Rent                                      |   | 43,925           |  |   | 49,642           |  |   | (5,717     | )
|Salaries and benefits                     |   | 340,229          |  |   | 133,430          |  |   | 206,799    |  
|Shareholder and investor relations        |   | 248,869          |  |   | 414,883          |  |   | (166,014   | )
|Tax on assets                             |   | 25,207           |  |   | 69,635           |  |   | (44,428    | )
|Transfer agent and filing                 |   | 53,351           |  |   | 22,154           |  |   | 31,197     |  
|Travel                                    |   | 172,929          |  |   | 181,910          |  |   | (8,981     | )
|Adjusted General
      and Administrative | $ | 2,226,708        |  | $ | 2,452,841        |  | $ | (226,133   | )

43

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Years Ended January 31, 2012 and 2011

Revenue

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

Expenses

Mineral Exploration Activities

Our mineral exploration expenses increased by $3,092,267 or
103% from $2,993,700 during the year ended January 31, 2011 to $6,085,967 during
the year ended January 31, 2012. The increase in our mineral exploration
expenses during the year ended January 31, 2012 was primarily due to the
difference in the scope of our 2011 exploration program at our Pingüino
Property, which consisted of 19,704 metres of drilling in 206 holes. In
comparison, our 2010 exploration program consisted of 6,228 metres of drilling
in 89 holes.

In addition, since July 31, 2011, we collected approximately
1,100 soil samples and we have completed 12,000 metres of trenching, 200
line-kilometres of ground magnetometry and 36.4 line-kilometres of gradient IP
geophysics.

General and Administrative

Our general and administrative expenses (total expenses
excluding mineral property interests, foreign exchange (gain) loss and
stock-based compensation) increased by $676,713 or 38% from $1,776,128 during
the year ended January 31, 2011 to $2,452,841 during the year ended January 31,
2012. This increase was primarily the result of an increase in consulting fees,
investor relation expenses, office and sundry expenses, salaries and benefits
expense and travel expense, which were offset by decreases in professional fees
and transfer agent and filing fees.

Our consulting fees increased by $194,247 or 17% from
$1,163,538 during the year ended January 31, 2011 to $1,357,785 for the year
ended January 31, 2012. Excluding non-cash stock-based compensation expenses of
$509,196 for the year ended January 31, 2012 and $556,875 for the year ended
January 31, 2011, consulting fees increased by $241,926 or 40% from $606,663 for
the year ended January 31, 2011 to 848,589 for the year ended January 31, 2012.
Consulting fees increased as we utilized more consultants during the year ended
January 31, 2012 as compared to the year ended January 31, 2011. Consulting fees
during the year ended January 31, 2012 included approximately $225,000 in
severance paid to our former President and consulting fees during the year ended
January 31, 2011 included a bonus of approximately $200,000 paid to our former
President.

Our investor and shareholder relation fees increased by
$250,009 or 152% from $164,874 during the year ended January 31, 2011 to
$414,883 for the year ended January 31, 2012. The increase in investor relation
expenses was primarily due to our overall effort to increase our investor
relations activities and market profile in 2011. Effective March 11, 2011, we
appointed Peter A. Ball as our Executive Vice-President of Corporate Development
and since that date we have increased our investor relations activities by
attending additional trade conferences, holding more investor meetings, analyst
site visits to Argentina, expanding our investor relations program, broadened
our institutional and retail shareholders and redesigning our website and
marketing material in the current year.

Our professional fees decreased by $125,273 or 22% from
$575,899 during the year ended January 31, 2011 to $450,626 for the year ended
January 31, 2012. Professional fees were significant in both years primarily due
the preparation and filing of our S-4 registration statement and amendments with
respect to our redomicile of our company from the State of Delaware to the
Province of British Columbia on June 8, 2011. In addition we incurred legal fees
incurred in the purchase of the land surface rights at Pingüino during the year
ended January 31, 2011.

44

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|                                          |   | Year
      ended |  |   | Year
      ended |  |   |            |  
|----------------------------------------- | - | ---------------- |  | - | ---------------- |  | - | ---------- | -
|                                          |   | January 31,      |  |   | January 31,      |  |   | Increase   |  
|                                          |   | 2012             |  |   | 2011             |  |   | (Decrease) |  
|                                          |   |                  |  |   |                  |  |   |            |  
|Consulting                                | $ | 848,589          |  | $ | 606,663          |  | $ | 241,926    |  
|Depreciation                              |   | 29,627           |  |   | 16,854           |  |   | 12,773     |  
|Director fees                             |   | 26,205           |  |   | -                |  |   | 26,205     |  
|Office and sundry                         |   | 226,140          |  |   | 162,572          |  |   | 63,568     |  
|Professional                              |   | 450,626          |  |   | 575,899          |  |   | (125,273   | )
|Rent                                      |   | 49,642           |  |   | 25,934           |  |   | 23,708     |  
|Salaries and benefits                     |   | 133,430          |  |   | -                |  |   | 133,430    |  
|Shareholder and investor relations        |   | 414,883          |  |   | 164,874          |  |   | 250,009    |  
|Tax on income/assets                      |   | 69,635           |  |   | -                |  |   | 69,635     |  
|Transfer agent and filing                 |   | 22,154           |  |   | 111,628          |  |   | (89,474    | )
|Travel                                    |   | 181,910          |  |   | 111,704          |  |   | 70,206     |  
|Adjusted General
      and Administrative | $ | 2,452,841        |  | $ | 1,776,128        |  | $ | 676,713    |  

Governmental Policies

On October 26, 2011 the Federal Government of Argentina
announced that future export revenues derived from mining operations must be
repatriated to Argentina and converted to Argentine currency prior to being
distributed either locally or back overseas. The distribution of earnings back
overseas would require Argentine currency to be reconverted to foreign currency
for repatriation. This overturns the benefits provided in 2002 and 2003-04 to
all Argentine oil and mining companies, respectively, that exempted them from
the currency repatriation laws that apply to all other primary producers in the
country. Although we do not currently derive any revenue from the export of any
commodities, this requirement to repatriate earnings from future exports could
have an adverse effect on our ability to exploit any minerals on any of our
properties.

B. Liquidity and Capital Resources

Liquidity

We currently have no operating revenues other than
interest income and rely primarily on equity financing to fund our exploration
and administrative expenses.

At January 31, 2013 we had $2,117,142 in cash and cash
equivalents. Our working capital decreased by $6,980,693 from $8,732,872 at
January 31, 2012 to $1,752,179 at January 31, 2013, mainly due to the cost of
our operating activities as described above.

Due to current conditions in the capital markets, we have
scaled back our exploration plans for the current year in an effort to balance
our exploration objectives with our available capital. We do not have sufficient
cash for the next 12 months. However, we anticipate closing the $5 million
private placement as per term sheet that we signed with with Austral Gold Ltd.
on March 22, 2013. If we are able to close this financing we believe that our
cash on hand will be sufficient to fund our projected operating requirements for
the next 12 months and we do not believe that we will need to raise additional
capital to fund our planned operations during this period. However, we believe
we will need to raise additional capital to continue operations after this
period. We plan to raise any additional money that we might need to fund our
plan of operations through sales of our equity securities.

45

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Capital Resources

We have no operations that generate cash flow and we are
generally dependent on the sale of our common shares to raise capital. On March
22, 2013 we signed a $5 million term sheet with Austral Gold Ltd. and as
discussed above under Liquidity, we expect to close this financing shortly.

We have outstanding warrants and stock options, however as the
strike price of all of our warrants and our stock options are significantly
higher than our current stock price, we do not anticipate capital from the
exercise of our currently outstanding warrants and options unless our stock
price increases to levels higher than the strike prices.

C. Research and Development, Patents and Licenses
etc.

We have not engaged in research and development activities for
the last three years.

D. Trend Information

We do not currently know of any trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on
our net sales or revenue, income from continuing operations, profitability,
liquidity or capital resources, or that would cause reported financial
information not necessarily to be indicative of future operating results or
financial condition.

E. Off-Balance Sheet Arrangements

We do not have any 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 are
material to investors.

F. Contractual Obligations

As at January 31, 2013 we had the following contractual
obligations:

Payments due by periodContractual Obligations
    Total
    Less than 1 year
    1-3 years
    3-5 years
    More than 5 yearsOperating leases
    $213,961
    $113,398
    $99,962
    $nil
    $nilConsulting
    $345,000
    $330,000
    $15,000
    $nil
    $nil


Operating leases

On December 8, 2010, we entered into a five year lease
agreement, commencing January 1, 2011 at approximately $US6,954 ($CDN6,954) per
month for the first three years of the lease, and approximately $US7,289
($CDN7,289) per month for the last two years of the term. The lease also includes
four months of free base rent.

On July 25, 2011 we entered into a rental agreement for office
space in La Plata, Argentina with a consultant, for the period July 2011 to June
2014 at a cost of $2,500 per month.

Consulting

Effective March 1, 2012, we renewed our consulting agreement
with Peter A. Ball and Ariston Capital, a company owned and controlled by Mr.
Ball, whereby Mr. Ball and Ariston Capital have agreed to provide consulting
services as are consistent with those ordinarily provided by an Executive Vice
President of Corporate Development (including the forging of new relationships
with institutional investors, raising of capital to fund the continued
development of our exploration and development programs, an expanded marketing
and public relations program and assisting with corporate governance and
regulatory matters) to our company in consideration for, among other things, a monthly cash fee of approximately $15,000
($CDN15,000), due at the end of the month. Effective March 1, 2013, the
consulting agreement automatically renewed for one year.

46

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Effective January 1, 2012, we renewed our consulting agreement
with JBD Consulting Ltd., a company owned or controlled by Jeffrey Finkelstein,
whereby JBD Consulting Ltd. agreed to provide the services of Jeffrey
Finkelstein to our company to provide, among other things, services to our
company consistent with those ordinarily provided by a Chief Financial Officer
in consideration for, among other things, a monthly cash fee of approximately
$15,000 (CDN$15,000), due at the end of the month. Effective January 1, 2013,
the consulting agreement automatically renewed for one year.

ITEM 6 Directors, Senior Management and Employees

A. Directors and Senior Management

The following table sets forth the names and business
experience of each of our directors and officers, as of the date hereof:

Name
      Province/State Country of Residence
    Age
    Positions with the Company
    Period Served with the
      CompanyMichael Brown Vancouver, BC, Canada
    43
    DirectorChief Executive
      Officer and President
    December 21, 2012 to present
      August 1, 2012 to presentJeff Finkelstein Vancouver, BC, Canada
    52
    Chief Financial Officer and
      Treasurer
    January 7, 2011 to presentPeter Ball Vancouver, BC, Canada
    45
    PresidentSecretaryExecutive Vice President,
      Corporate Development
    January 22, 2012 to July 31,
      2012 January 22, 2012 to present March 11, 2011 to presentJenna Hardy Vancouver, BC, Canada
    60
    Director
    February 7, 2006 to presentRichard Thibault Turks & Caicos
      Islands
    57
    Director
    February 9, 2006 to presentPatrick DowneyVancouver, BC, Canada
    53
    Director
    September 18, 2008 to presentStephen Hanson Vancouver, BC, Canada
    46
    Director
    May 11, 2010 to presentRob HendersonVancouver, BC, Canada
    50
    Director
    August 1, 2012 to present


47

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Michael Brown, Chief Executive Office, President and
Director

Mr. Brown began his career as a professional geologist in 1994.
Since then, he has gained extensive experience in corporate and project
development, finance, team building and executive leadership around the world in
natural resources, including Argentina. He has participated in the development
of multiple $100 million dollar plus projects in Latin America.

Mr. Brown was previously employed as the Vice President of
Energy at Kinross Gold Corporation from 2009-2012. From 2002-2009 he was
employed as Business Development Manager at Pacific Hydro. At Pacific Hydro he
opened the company's offices in Chile in 2002, and played a critical role in
establishing a significant new market for the company through the acquisition of
two run of river hydroelectric projects and leading the development and project
financing of two large run-of-river hydroelectric projects. Prior to this he
worked as a Senior Project Geologist for companies such as Phelps Dodge, Rio
Tinto and Homestake. He has led exploration and resource development programs in
prolific mineral regions such as Western Australia, Chile, Argentina and
Indonesia. He has been a director of Reservoir Capital Corp since 2011.

Mr. Brown has an MBA from the University of Melbourne, 2002,
and a double Science (Hons-Geology, 1993) and Arts Degree, 1994, from the
University of Melbourne. Mr. Brown is fluent in English and Spanish.

Jeff Finkelstein, Chief Financial Officer and
Treasurer

Mr. Finkelstein is a Chartered Accountant with over 20 years
financial experience working primarily in the mining and technology sectors. He
was Chief Financial Officer of Sierra Geothermal Power Corp. from April 2008 to
September 2010. He held positions of Chief Financial Officer and Controller of
SmarTire Systems from February 1999 to March 2008. From May 1996 to February
1999, he held the positions of Controller for Silver Standard Resources and
Golden Knight Resources.

Mr. Finkelstein received his CA designation in 2000 and holds a
Bachelor of Arts (majoring in economics) (1982) and a Bachelor of Commerce (with
Honours, 1985), both from the University of Manitoba.

Peter A. Ball, Executive Vice President of Corporate
Development

Peter A. Ball is a mining professional with approximately 25
years of mining and financial experience including senior management roles
encompassing finance, investor relations, securities trading, mine engineering,
business development, corporate communications, public relations and
marketing.

Prior to joining our company, Mr. Ball held the position as
Vice President of Investor Relations for Century Mining Corporation, where he
was responsible for the management of corporate communications, investor and
public relations and business development. He began his career in the 1980s,
gaining valuable experience as a mining engineer, a technical representative,
and various business-corporate relations management roles for a number of mining
companies including Sherritt Gordon Mines, Hudson Bay Mining & Smelting,
Echo Bay Mines and Eldorado Gold Corporation.

Mr. Ball spent eight years in the financial sector, first as a
financial advisor with RBC Dominion Securities and later as a portfolio manager,
revenue analyst and marketing manager with Bell Canada. From 2006 to 2009, Mr.
Ball held the senior positions of Vice President of Corporate Communications for
Hawthorne Gold Corp. and also Adriana Resources Inc., and from 2009 to 2011 Mr.
Ball held the positions of Vice President of Investor Relations and Business
Development for Century Mining Corporation and Tamerlane Ventures Inc.

Mr. Ball is a graduate of the Mine Engineering Program,
Haileybury School of Mines (1989), the Business Program (Finance/Marketing) at
Georgian Business College (1996) and the Canadian Securities Program (1994 and
1999). He is a member of the Canadian Investor Relations Institute (CIRI) and
the Canadian Institute of Mining, Metallurgy and Petroleum (CIM).

48

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Jenna Hardy, Director

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

Following 20 years as a project geologist, from 1996 through
2004, Ms. Hardy served as the Manager of Health Safety Environment with Pan
American Silver Corp. 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 strategic advice and project management in the areas of
geology, environment, corporate development and corporate governance services to
clients consisting primarily of junior natural resource companies working in
Mexico and Canada. On November 18, 2011 Ms. Hardy became a director of Commerce
Resources Corp (TSXV: CCE). In addition, Ms. Hardy has been Principal of Nimbus
Management Ltd since 1989.

Ms. Hardy holds an Executive MBA from Simon Fraser University,
and a 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, and the Canadian
Institute of Mining & Metallurgy and an Honorary Fellow of Engineers Canada.

Richard Thibault, Director

Mr. Thibault is a registered mining engineer with over 34 years
of experience in engineering, operations, management and consulting experience
in North and South America and is currently an independent mining consultant
providing management services to select clients.

From 1996 to 2006, Mr. Thibault was based in South America
where he worked in Argentina, Bolivia, Chile, Colombia, Ecuador, Peru and
Venezuela. While based in Buenos Aires, Argentina he held the position of
President of High American Gold Inc., a publicly traded junior mining company,
and Managing Director of Procesadora de Boratos Argentinos S.A., a private
industrial mineral company. In Santiago, Chile he was the General Manager of the
consulting firm BGC-AVOT Engineering Inc. In 2006/07, he held the position of
Vice President, Minerals of Daleco Resources Corp.; a United States based
publicly traded company. Before moving to South America, he worked for Fording
Coal Ltd., a Canadian based company, in progressively responsible positions.

He was the President, Chief Executive Officer and director of
Antioquia Gold Inc. a publicly traded company with mining interests in Colombia
from 2008 until he resigned in December 2012. He currently is an advisor to
Antioquia Gold Inc. and is a director of Puma Exploration Inc. (TSX-V traded)
and two private companies. Mr. Thibault has a B.Sc. (Mining Engineering) from
Queens University and is fluent in English, Spanish and French.

Patrick Downey, Director

Mr. Downey is a professional engineer with over 30 years of international experience in the resource industry.  Mr. Downey is currently President and Chief Executive Officer of Elgin Mining (TSX: ELG), a TSX listed company focused on production at the Bjorkdal Mine in Sweden and exploration and development of the Lupin gold mine in Nunavut, Canada.  Mr. Downey was appointed President and Chief Executive Officer of Elgin Mining Inc. in July 2011 bringing with him over 30 years of international experience in the resource industry. Prior to joining Elgin Mining Inc. Mr. Downey held the position of President, Chief Executive Officer and Director of Aura Minerals Inc. Mr. Downey was President, Chief Executive Officer and Director of Viceroy Exploration Ltd. before its acquisition by Yamana Gold Inc. in 2006 for $600 million. Mr. Downey also served as President of Oliver Gold Corporation, where he negotiated the successful merger to form Canico Resource Corp., which was purchased by CVRD in 2006 for over $800 million. He has held numerous senior engineering positions at several large-scale gold mining operations and has also held operating positions at several mining projects for Anglo American Corporation in South Africa Mr. Downey holds a Bachelor of Science (Hon.) degree in Engineering from Queen’s University in Belfast, Ireland and is a registered member with the Association of Professional Engineers and Geoscientists of British Columbia.

49

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Stephen Hanson, Director

With over 15 years of finance and corporate development
experience, Mr. Hanson is currently a director of Van Arbor Asset Management, a
division of ZLC Private Investment Management Inc., which he founded in 2003.
Mr. Hanson also served as Chairman and Managing Director of Van Arbor Asset
Management from 2004 until 2008. In addition, Mr. Hanson has been President of
Discovery Management Services Ltd. since 2001. Discovery Management Services is
venture capital consulting firm assisting early-stage companies in the
development of short and long-term financing strategies. In 2009, Mr. Hanson
served as President and CEO of PanAsian Petroleum. He has also served on
numerous other private and public company boards.

Rob Henderson, Director

Mr. Henderson is a professional engineer and a QP with 28 years
of international experience in operating, building and acquiring mineral
properties. Mr. Henderson is currently Chief Operating Officer with Amerigo
Resources with responsibilities for operations in Chile. From 2004 to 2012, he
was with Kinross Gold Corporation ultimately serving as Senior Vice President
Technical Services responsible for, energy, mine planning, mineral resources and
reserves. Prior to Kinross, Mr. Henderson worked in mine operations with Rand
Mines and De Beers and then with SNC Lavalin and Hatch delivering engineering
services to international mining clients.

Mr. Henderson holds a BSc. Chemical Engineering degree and a
Masters in Business Administration degree both from the University of Cape Town,
South Africa.

Relationships

There are no family relationships between any of the directors
or executive officers of our company.

There are no arrangements or understandings between any of the
directors and/or executive officers and any other person pursuant to which that
director and/or executive officer was selected.

B. Compensation

|Nameand PrincipalPosition | Year                               | Salary($) | Share-basedAwards($) | Option-based(4)Awards($) | Non-equityincentiveplancompensation($) | Pensionvalue($) | AllOtherCompensation($) | TotalCompensation($)
|------------------------- | ---------------------------------- | --------- | -------------------- | ------------------------ | -------------------------------------- | --------------- | ----------------------- | --------------------
|Annualincentiveplans($)   | **Long****term****incentive**plans
|Michael Brown(1)          | 2013                               | 125,000   | Nil                  | 160,800                  | Nil                                    | Nil             | Nil                     | 43,436              
|Chief Executive           | 2012                               | N/A       | N/A                  | N/A                      | N/A                                    | N/A             | N/A                     | N/A                 
|Officer, President        | 2011                               | N/A       | N/A                  | N/A                      | N/A                                    | N/A             | N/A                     | N/A                 
|and Director              |                                    |           |                      |                          |                                        |                 |                         |                     
|Jeff Finkelstein(2)(3)    | 2013                               | Nil       | Nil                  | 40,200                   | Nil                                    | N/A             | Nil                     | 181,442             
|Chief Financial           | 2012                               | Nil       | Nil                  | 127,512                  | 9,972                                  | N/A             | Nil                     | 151,850             
|Officer                   | 2011                               | Nil       | Nil                  | 72,435                   | N/A                                    | N/A             | Nil                     | 9,538               
|Peter Ball (3)(5)         | 2013                               | Nil       | Nil                  | 40,200                   | Nil                                    | Nil             | Nil                     | 192,795             
|Executive VP of           | 2012                               | Nil       | Nil                  | 222,561                  | 9,972                                  | Nil             | Nil                     | 136,606             
|Corporate                 | 2011                               | N/A       | N/A                  | N/A                      | N/A                                    | N/A             | N/A                     | N/A                 
|Development               |                                    |           |                      |                          |                                        |                 |                         |                     

|(1) | Michael Brown was appointed as our chief executive
      officer and President on August 1, 2012 and a director of our company on
      December 21, 2012.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                           
|(2) | Jeff Finkelstein was appointed as our chief financial
      officer on January 7, 2011.                                                                   

50

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|(3) | In the case of Messrs. Ball and Finkelstein, consulting
      fees, bonuses and termination fees were paid to their respective holding
      companies (Ariston Capital Corp. and JBD Consulting Ltd.)                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                            
|(4) | The stock options granted in 2013 financial year were
      granted pursuant to our 2012 Stock Option Plan. For compensation purposes,
      the Black-Scholes option valuation model has been used to determine the
      fair value on the date of grant.
|    |                                                                                                                                                                                                                                                            
|(5) | Peter A. Ball was appointed as our Executive Vice
      President Corporate Development on March 11, 2011.                                                                                                                                                 

C. Board Practices

Our directors are re-elected and our officers are re-appointed
at the annual general meeting of our shareholders. The last annual general
meeting was held on September 18, 2012 and each of our current directors and
officers will continue to hold his respective office until his or her successor
is elected or appointed, unless his or her office is earlier vacated under any
of the relevant provisions of our Articles or of the British Columbia
Business Corporations Act.

The members of the Companys Audit Committee are:

Member
    Independent(1)
    Financially Literate(2)Jenna Hardy
    Yes
    YesRichard Thibault
    Yes
    YesStephen Hanson
    Yes
    Yes


|Notes:
|------
|(1)   
|(2)   

The audit committee reviews and approves the scope of the audit
procedures employed by our independent auditors, reviews the results of the
auditors examination, the scope of audits. The audit committee also recommends
the selection of independent auditors.

D. Employees

As of January 31, 2013, 2012, and 2011, we employed
approximately 20, 27 and 18 people, respectively.

E. Share Ownership

Our directors and officers owned, directly or indirectly, the
following common shares:

Name
    Number of Common SharesBeneficially Owned
    Percentage (1)Michael Brown
    1,000,000 (2)
    1.38%Jeff Finkelstein
    650,000 (3)
    *%Peter Ball
    703,500 (4)
    *%Jenna Hardy
    710,000 (5)
    *%Richard Thibault
    575,000 (5)
    *%Patrick Downey
    1,050,000 (6)
    1.17%Stephen Hanson
    659,500 (4)
    *%Rob Henderson
    250,000 (7)
    *%


51

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Note:

|*   | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(1) | Based on 71,677,317 shares of common stock issued and
      outstanding as of April 26, 2013. 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.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | Includes 1,000,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3) | Includes 637,500 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | Includes 650,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(5) | Includes 450,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(6) | Includes 450,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(7) | Includes 250,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

For a discussion regarding any arrangement that involves the
issue or grant of options or shares or securities of the Company, please see the
discussion under Item 6B Compensation.

ITEM 7 Major Shareholders and Related Party
Transactions

As of April 26, 2013, there were 71,677,317 common shares of
our company issued and outstanding. To the best of our knowledge, the following
table sets forth persons known to us to be the beneficial owners of five percent
(5%) or more of our common shares:

Name
    Amount Owned
    Percentage of ClassInternational Finance Corp.
    15,208,643 (1) (2)
    19.99%


|(1) | Includes 4,403,937 share purchase warrants which may be
      exercised into common shares, but excludes 6,400,769 share purchase
      warrants in respect of which International Finance Corporation has entered
      into an undertaking with our company which restricts International Finance
      Corporation from exercising such warrants if it will result in
      International Finance Corporation owning or controlling 20% or more of the
      outstanding voting securities of our company immediately after giving
      effect to such exercise.    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | Based on 71,677,317 shares of common stock issued and
      outstanding as of April 26, 2013. 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.

The voting rights of our major shareholder do not differ from
the voting rights of holders of our companys shares who are not major
shareholders.

As of March 31, 2013, Computershare Investor Services Inc., our
registrar and transfer agent, reported that our companys 71,677,317 common
shares were held as follows:

Location
    Number of Shares
    Percentage of Shares
    Number of Registered
      Shareholders of RecordCanada
    17,944,416
    25.03%
    13United States
    51,684,215
    72.11%
    15Other
    2,048,686
    2.86%
    26


52

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Location
    Number of Shares
    Percentage of Shares
    Number of Registered
      Shareholders of RecordTotal
    71,677,317
    100%
    54


There are no arrangements known to us, the operation of which
may at a subsequent date result in a change in the control of our company.

B. Related Party Transactions

Other than as disclosed herein, to the best of our knowledge,
there have been no material transactions or loans from January 31, 2010 up to
the date of this annual report between our company and: (a) enterprises that
directly or indirectly through one or more intermediaries, control or are
controlled by, or are under common control with, our company; (b) associates;
(c) individuals owning, directly or indirectly, an interest in the voting power
of our company that gives them significant influence over our company, and close
members of any such individuals family; (d) key management personnel of our
company, including directors and senior management of our company and close
members of such individuals families; and (e) enterprises in which a
substantial interest in the voting power is owned, directly or indirectly, by
any person described in (c) or (d) or over which such a person is able to
exercise significant influence.

On September 1, 2009, with retroactive effect to August 1,
2009, we entered into a consulting agreement with Frontera Geological Services
Ltd. and Kenneth Hicks, who was at the time our President, Chief Executive
Officer and a director of our company, pursuant to which Frontera Geological
Services Ltd. agreed to cause Kenneth Hicks to provide, among other things,
services to our company consistent with those ordinarily provided by a Chief
Executive Officer, including the duties and responsibilities set out at schedule
A to the consulting agreement and we agreed, among other things, to (i) pay
Frontera Geological Services Ltd. a monthly cash fee of approximately $12,500
($CDN 12,500); (ii) grant Mr. Hicks options to purchase 100,000 shares of our
common stock at an exercise price equal to the closing price, last sale of the
day, on the OTC Bulletin Board on the date the options were granted and with a
term of three years from the date of grant; and (iii) pay incentive bonuses upon
the occurrence of specified milestones. This agreement was approved by our
shareholders at our annual meeting held on October 22, 2009. On August 1, 2011,
this agreement was automatically renewed according to its terms for an
additional term of one year. On January 22, 2012, by mutual agreement of all of
the parties, this agreement was terminated and Mr. Hicks resigned from all of
his positions with our company and our subsidiary, SCRN Properties Ltd. In
connection with this termination and resignation, we paid to Frontera Geological
Services Ltd. severance compensation in the amount of $225,000 ($CDN225,000) plus
sales tax.

In a private placement that closed on January 15, 2009, we sold
to Ken Hicks, our former President and Chairman of the Board, 750,000 units
(with each unit consisting of one common share and one common share purchase
warrant) at a price of $0.10 per unit for an aggregate purchase price of
$75,000. Each unit warrant entitled the holder to purchase one additional common
share for $0.15 until January 15, 2011. On June 5, 2009, Mr. Hicks exercised
300,000 of these warrants to purchase common shares at an exercise price of
$0.15 and, accordingly, we issued 300,000 common shares to him for gross
proceeds of $45,000. On March 16, 2010, Mr. Hicks exercised 450,000 of these
warrants to purchase common shares at an exercise price of $0.15 and,
accordingly, we issued 450,000 common shares to him for gross proceeds of
$67,500. On July 16, 2010, Mr. Hicks exercised 133,334 options to purchase
common shares at an exercise price of $0.25 per share and, accordingly, we
issued 133,334 common shares to Mr. Hicks for gross proceeds of $33,333.50 and
on December 21, 2010, Mr. Hicks exercised 140,000 options to purchase common
shares of our company at an exercise price of $0.37 per share and, accordingly,
we issued 140,000 common shares to Mr. Hicks for gross proceeds of $51,800. On
July 5, 2011, Mr. Hicks exercised 50,000 options to purchase common shares of
our company at an exercise price of $0.37 and, accordingly, we issued 50,000
common shares to Mr. Hicks for $18,500. On August 30, 2011, Mr. Hicks exercised
300,000 options to purchase common shares of our company at an exercise price of
$0.37 and, accordingly, we issued 300,000 common shares to Mr. Hicks for
$111,000. On November 2, 2011, Mr. Hicks exercised 100,000 options to purchase
common shares of our company at an exercise price of $0.37 and, accordingly, we
issued 100,000 common shares to Mr. Hicks for $37,000. On February 16, 2012, Mr.
Hicks exercised 160,000 options to purchase common shares of our company at an
exercise price of $0.37 and, accordingly, we issued 160,000 common shares to Mr.
Hicks for $59,200.

53

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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 mineral
claims management, accounting, field logistical support, legal administration,
field staffing and other matters in Argentina. Until June, 2008, our subsidiary
paid 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. Between June, 2008 and July
2009, our subsidiary paid him $2,500 per month and between August 2009 and
February 2011, our subsidiary paid him $5,000 per month. Between March 2011 and
April 2012, our subsidiary paid Mr. Rionda $6,000 per month. Since April 2012,
our subsidiary paid Mr. Rionda $7,500 per month. In addition to this
compensation, on September 30, 2009 we awarded Mr. Rionda a bonus of $26,731 and
on January 31, 2011 we awarded Mr. Rionda a bonus of $30,000. On May 11, 2007,
we awarded to Mr. Rionda an incentive bonus in the form of 35,000 common shares
of our company. On January 19, 2010, we granted stock options to Mr. Rionda to
purchase 100,000 common shares of our company at an exercise price of $0.855 per
share for a term expiring January 19, 2015. The options vested in four
installments over a one-year period, with each installment equal to 25% of the
total number of options. The grant is subject to the terms of stock option agreements
by Mr. Rionda and the terms of our 2007 stock option plan. On February 2, 2010,
Mr. Rionda exercised 50,000 of these options to purchase common shares of our
company at an exercise price of $0.62 per share and, accordingly, we issued
50,000 common shares of our company to him for gross proceeds of $31,000 and on
June 23, 2010, Mr. Rionda exercised 50,000 options to purchase common shares at
an exercise price of $0.25 and, accordingly, we issued 50,000 common shares to
Mr. Rionda for gross proceeds of $12,500. On August 24, 2011 the Company granted
stock options pursuant to its 2007 Stock Option Plan to Mr. Rionda to purchase
an aggregate of 250,000 shares of the Companys common stock at an exercise
price of $1.15 ($CDN1.15) per share, for a five (5) year term expiring August 24,
2016. The options vested in four installments over 12 months. On November 1, 2012 the
Company granted stock options pursuant to its 2012 Stock Option Plan to Mr.
Rionda to purchase an aggregate of 150,000 shares of the Companys common stock
at an exercise price of $0.305 ($CDN0.305) per share, for a three (3) year term
expiring October 31, 2015. The options vested immediately.

In a private placement that closed on March 25, 2008, we sold
200,000 units to Patrick Downey at a purchase price of $1.25 per unit for gross
proceeds of $250,000. Each unit consisted of one common share and one-half of
one non-transferable share purchase warrant that was exercisable at $1.60 until
September 25, 2009. In a private placement that closed on January 15, 2009, we
sold to Mr. Downey 200,000 units (with each unit consisting of one common share
and one common share purchase warrant) at a price of $0.10 per unit for an
aggregate purchase price of $20,000. Each unit warrant entitled the holder to
purchase one additional common share for $0.15 until January 15, 2011. On
January 14, 2011, Mr. Downey exercised 200,000 warrants to purchase common
shares at an exercise price of $0.15 per share and, accordingly, we issued
200,000 common shares to him for gross proceeds of $30,000.

In a private placement that closed on January 15, 2009, we sold
to Godwin Consultants Ltd, a corporation wholly-owned by Colin Godwin and his
wife, 50,000 units (with each unit consisting of one common share and one common
share purchase warrant) at a price of $0.10 per unit for an aggregate purchase
price of $5,000. Each unit warrant entitled the holder to purchase one
additional common share for $0.15 until January 15, 2011. On June 15, 2010, Mr.
Godwin exercised 50,000 warrants to purchase common shares at an exercise price
of $0.15 and, accordingly, we issued 50,000 common shares to the director for
gross proceeds of $7,500.

In a private placement that closed on January 15, 2009, we sold
to Jenna Hardy 50,000 units (with each unit consisting of one common share and
one common share purchase warrant) at a price of $0.10 per unit for an aggregate
purchase price of $5,000. Each unit warrant entitled the holder to purchase one
additional common share for $0.15 until January 15, 2011. On October 14, 2009,
Ms. Hardy exercised 50,000 warrants to purchase common shares at an exercise
price of $0.15 and, accordingly, we issued 50,000 common shares to her for gross
proceeds of $7,500.

In a private placement that closed on January 15, 2009, we sold
to Miriam Galey, Richard Thibaults wife, 75,000 units (with each unit
consisting of one common share and one common share purchase warrant) at a price
of $0.10 per unit for an aggregate purchase price of $7,500. Each unit warrant
entitled the holder to purchase one additional common share for $0.15 until
January 15, 2011. On January 12, 2011, Ms. Galey exercised 75,000 warrants to
purchase common shares at an exercise price of $0.15 and,
accordingly, we issued 75,000 common shares to her for gross proceeds of
$11,250.

54

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In a private placement that closed on April 24, 2009, we sold
275,000 units to Mark Vanry at a purchase price of $0.30 per unit for aggregate
gross proceeds of approximately $82,500. Each unit consisted of one of our
common shares and one non-transferable unit warrant. Each unit warrant entitled
the holder to purchase one additional common share of our company for a purchase
price of $0.45 until April 24, 2011. On November 3, 2009, Mr. Vanry exercised
150,000 warrants to purchase common shares at an exercise price of 0.45 and,
accordingly, we issued 150,000 common shares to him for gross proceeds of
$67,500.

In a private placement that closed on May 22, 2009, we sold
434,782 units to Mr. Vanry at a purchase price of $0.345 per unit for gross
proceeds of approximately $150,000. Each unit consisted of one of our common
shares and one non-transferable unit warrant. Each unit warrant entitled the
holder to purchase one additional common share of our company for a purchase
price of $0.45 until May 22, 2011.

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 $1,039 ($CDN1,200)
per month during the months of November and December of 2005 and a consulting
fee of approximately $2,500 ($CDN2,500) per month for each month during calendar
year 2006. In this agreement, we also agreed to grant to Mr. Malkin options to
purchase an aggregate of 200,000 common shares of our company at an exercise
price of $0.25 per share. Although this written agreement had expired, Mr.
Malkin continued to act as our Chief Financial Officer (and our principal
accounting and financial officer) and we continued to pay Mr. Malkin a cash
consulting fee for those services until August 31, 2009. Mr. Malkin resigned as
our Chief Financial Officer effective July 15, 2009. As required by our written
agreement with him, on December 13, 2005, we issued options to purchase 200,000
common shares of our company to Mr. Malkin at an exercise price of $0.25 per
share. As a result of his resignation effective July 15, 2009, these options
were cancelled on September 30, 2009.

On July 14, 2009, we appointed Mark Vanry as Executive Vice
President of Corporate Development and entered into a consulting agreement with
0845557 B.C. Ltd. and Mark Vanry. 0845557 B.C. Ltd. is a company owned and
controlled by Mr. Vanry. Pursuant to the consulting agreement, 0845557 B.C. Ltd.
agreed to cause Mark Vanry to provide, among other things, services to our
company consistent with those ordinarily provided by an Executive Vice President
of Corporate Development and we agreed, among other things, to (i) pay 0845557
B.C. Ltd. a monthly cash fee of $CDN12,500 (approximately $US12,500); (ii) grant
Mr. Vanry options to purchase 1,000,000 common shares of our company at an
exercise price equal to the closing price, last sale of the day, on the OTC
Bulletin Board on the date the options were granted and with a term of three
years from the date of grant; and (iii) pay incentive bonuses upon the
occurrence of specified milestones. On July 14, 2010, our consulting agreement
with 0845557 B.C. Ltd. expired and, effective July 14, 2010, Mr. Vanry resigned
as our Executive Vice President of Corporate Development.

On July 14, 2009, as required by the terms of our consulting
agreement with him, we granted options to Mr. Vanry to purchase 1,000,000 common
shares of our company at an exercise price of $0.60 per share, exercisable until
July 14, 2012. The options were to vested in four installments of 250,000 shares. These options have been cancelled as a result of Mr.
Vanrys resignation as our Executive Vice President of Corporate
Development.

We paid aggregate directors fees of $24,797 ($CDN25,000)
((2012-$26,205($CDN25,000); 2011-$nil)) to our five independent directors for
services rendered as a director during the fiscal year ended January 31,
2013.

On February 10, 2009, we granted stock options to Patrick
Downey to purchase 200,000 shares of our common stock at an exercise price of
$0.37 per share for a term expiring February 10, 2014. The options vested in
four installments over a one-year period, with each installment equal to 25% of
the total number of options granted to each optionee. The grant is subject to the terms of a stock option
agreement and the terms of our 2007 stock option plan. On November 1, 2012 the Company granted stock options pursuant to its 2012 Stock
Option Plan to Mr. Downey to purchase an aggregate of 250,000 shares of the
Companys common stock at an exercise price of $0.305 ($CDN0.305) per share, for a
three (3) year term expiring October 31, 2015. The options vested
immediately.

55

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On February 10, 2009, we granted stock options to Richard
Thibault to purchase 200,000 shares of our common stock at an exercise price of
$0.37 per share for a term expiring February 10, 2014. The options vested in
four installments over a one-year period, with each installment equal to 25% of
the total number of options granted to each optionee. The grant is subject to the terms of a stock option
agreement and the terms of our 2007 stock option plan. On February 7, 2011, Mr.
Thibault exercised 200,000 options to purchase common shares at an exercise
price of $0.58 per share and, accordingly, on February 7, 2011, we issued
200,000 common shares to Mr. Thibault for gross proceeds of $116,000. On
November 1, 2012 the Company granted stock options pursuant to its 2012 Stock
Option Plan to Mr. Thibault to purchase an aggregate of 250,000 shares of the
Companys common stock at an exercise price of $0.305 ($CDN0.305) per share, for a
three (3) year term expiring October 31, 2015. The options vested
immediately.

On January 19, 2010, we granted stock options to Colin Godwin
to purchase 100,000 shares of our common stock at an exercise price of $0.855
per share for a term expiring January 19, 2015. The options vested in four
installments over a one-year period, with each installment equal to 25% of the
total number of options granted to each optionee.  The grant is subject to the terms of a stock option agreement
and the terms of our 2007 stock option plan. On February 2, 2010, we issued
40,000 shares of our common stock to Mr. Godwin upon the exercise of 40,000
stock options at an exercise price of $0.25 for aggregate proceeds of $10,500.
On December 30, 2010, Mr. Godwin exercised 20,000 options to purchase common
shares at an exercise price of $0.49 and, accordingly, on December 30, 2010, we
issued 20,000 common shares to Mr. Godwin for gross proceeds of $9,800. On
February 7, 2011, Mr. Godwin exercised 180,000 options to purchase common shares
at an exercise price of $0.49 per share and, accordingly, on February 7, 2011,
we issued 180,000 common shares to Mr. Godwin for gross proceeds of $88,200. On
February 2, 2012, Mr. Godwin exercised 60,000 options to purchase common shares
at an exercise price of $0.25 per share and, accordingly, we issued 60,000
common shares to Mr. Godwin for gross proceeds of $15,000.

On January 19, 2010, we granted stock options to Jenna Hardy to
purchase 200,000 shares of our common stock at an exercise price of $0.855 per
share for a term expiring January 19, 2015. The options were to vested in four
installments over a one-year period, with each installment equal to 25% of the
total number of options granted to each optionee. The grant is subject to the terms of a stock option agreement
and the terms of our 2007 stock option plan. On February 1, 2011, Ms. Hardy
exercised 200,000 options to purchase common shares at an exercise price of
$0.49 per share and, accordingly, on February 7, 2011, we issued 200,000 common
shares to Ms. Hardy for gross proceeds of $98,000. On November 1, 2012 the
Company granted stock options pursuant to its 2012 Stock Option Plan to Ms.
Hardy to purchase an aggregate of 250,000 shares of the Companys common stock
at an exercise price of $0.305 ($CDN0.305) per share, for a three (3) year term
expiring October 31, 2015. The options vested immediately.

On May 11, 2010, we granted stock options to Stephen Hanson to
purchase an aggregate of 400,000 shares of our common stock at an exercise price
of CDN$0.64 (approximately US$0.64) per share for a term expiring May 10, 2015.
The options vested in four installments over eighteen months, with each
installment equal to 25% of the total number of options granted to Mr. Hanson.
The grant is subject to the
terms of a stock option agreement and the terms of our 2007 stock option plan.
On November 1, 2012 the Company granted stock options pursuant to its 2012 Stock
Option Plan to Mr. Hanson to purchase an aggregate of 250,000 shares of the
Companys common stock at an exercise price of $0.305 ($CDN0.305) per share, for a
three (3) year term expiring October 31, 2015. The options vested
immediately.

On November 1, 2012 the Company granted stock options pursuant
to its 2012 Stock Option Plan to Rob Henderson to purchase an aggregate of
250,000 shares of the Companys common stock at an exercise price of $0.305
($CDN0.305) per share, for a three (3) year term expiring October 31, 2015. The
options vested immediately.

56

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On January 7, 2011, we entered into an independent contractor
agreement with JBD Consulting Ltd., a company owned or controlled by Jeffrey
Finkelstein, our Chief Financial Officer, whereby JBD Consulting Ltd. agreed to
provide the services of Mr. Finkelstein to our company in consideration for,
among other things: (i) a monthly cash fee of Cdn$12,500, due at the end of the
month; and (ii) the grant of options to purchase 150,000 shares of our common
stock at an exercise price equal to the closing price on the effective date of
the consulting agreement (last sale of the day on the OTC Bulletin Board). The
term of this agreement has ended and this agreement has been replaced by a new
agreement dated effective January 1, 2012 (see discussion below).

On January 7, 2011, we granted stock options to Mr. Finkelstein
to purchase 150,000 shares of our common stock at an exercise price of $0.80 per
share, exercisable until January 7, 2014. The options are subject to vesting
provisions as set forth in a stock option agreement dated January 7, 2011. On
July 6, 2011, Mr. Finkelstein exercised 12,500 options to purchase common shares
of our company at an exercise price of $0.80 and, accordingly, we issued 12,500
common shares to Mr. Finkelstein for $10,000.

On March 11, 2011, we entered into an independent contractor
agreement with Peter A. Ball and Ariston Capital, a company owned and controlled
by Mr. Ball, whereby Mr. Ball and Ariston Capital have agreed to provide
consulting services as are consistent with those ordinarily provided by an
Executive Vice President of Corporate Development (including the forging of new
relationships with institutional investors, raising of capital to fund the
continued development of our exploration and development programs, an expanded
marketing and public relations program and assisting with corporate governance
and regulatory matters) to our company in consideration for, among other things:
(i) a monthly cash fee of CDN$12,500, due at the end of the month; and (ii) the
grant of stock options to purchase 150,000 common shares of our company. The
term of this agreement has ended and this agreement has been renewed by a new
agreement dated effective March 1, 2012 (see discussion, below).

On March 11, 2011, we granted stock options to Peter A. Ball to
purchase 150,000 common shares of our company at an exercise price of $1.04 per
share (being the closing price (last sale of the day on the OTC Bulletin Board)
on March 10, 2011), exercisable until March 11, 2014. The stock options
vested in four equal quarterly instalments.

On August 24, 2011, we granted to Ariston Capital, a company
owned and controlled by Peter A. Ball, options to purchase 250,000 common shares
of our company at an exercise price of CDN$1.15 ($1.15), exercisable until August
24, 2016. These options vested in four instalments over 12 months. On
November 1, 2012 the Company granted stock options pursuant to its 2012 Stock
Option Plan to Ariston Capital to purchase an aggregate of 250,000 shares of the
Companys common stock at an exercise price of $0.305 ($CDN0.305) per share, for a
three (3) year term expiring October 31, 2015. The options vested
immediately.

On August 24, 2011, we granted to JBD Consulting Ltd., a
company owned and controlled by our Chief Financial Officer, options to purchase
250,000 common shares of our company at an exercise price of C$1.15 ($1.15),
exercisable until August 24, 2016. These options vested in four instalments over
12 months. On November 1, 2012 the Company granted stock
options pursuant to its 2012 Stock Option Plan to JBD Consulting Ltd., to
purchase an aggregate of 250,000 shares of the Companys common stock at an
exercise price of $0.305 ($CDN0.305) per share, for a three (3) year term expiring
October 31, 2015. The options vested immediately.

Effective January 1, 2012, we entered into an indemnification
agreement with Mr. Ball in the form described in the consulting agreement dated
March 11, 2011, whereby we agreed to indemnify Mr. Ball against claims made
resulting from his service to our company.

Effective January 1, 2012, we entered into an indemnification
agreement with Mr. Finkelstein in the form described in the consulting agreement
dated January 7, 2011, whereby we agreed to indemnify Mr. Finkelstein against
claims made resulting from his service to our company.

Effective January 1, 2012, we renewed an independent contractor
agreement with JBD Consulting Ltd., a company owned or controlled by Jeffrey
Finkelstein, whereby JBD Consulting Ltd. agreed to provide the services of
Jeffrey Finkelstein to our company in consideration for, among other
things, a monthly cash fee of $CDN15,000, due at the end of the month. This
agreement automatically renewed for twelve months on January 1, 2013.

57

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Effective March 1, 2012, we entered into an independent
contractor agreement with Peter A. Ball and Ariston Capital, a company owned and
controlled by Mr. Ball, whereby Mr. Ball and Ariston Capital have agreed to
provide consulting services as are consistent with those ordinarily provided by
an Executive Vice President of Corporate Development (including the forging of
new relationships with institutional investors, raising of capital to fund the
continued development of our exploration and development programs, an expanded
marketing and public relations program and assisting with corporate governance
and regulatory matters) to our company in consideration for, among other things,
a monthly cash fee of $CDN15,000, due at the end of the month. In addition, by
letter agreement dated March 16, 2012, we agreed to pay to Mr. Ball, and Mr.
Ball agreed to accept, a monthly supplement to the consulting fee in the amount
of $2,500 for each month during which Mr. Ball continued to serve as our interim
President. This agreement automatically renewed for twelve months on March 1,
2013.

In June, 2012, we made an offer of employment to Michael Brown
and signed a term sheet with Mr. Brown to act as our President and Chief
Executive Officer. Effective August 1, 2012 we and Mr. Brown signed an
employment agreement, pursuant to which we agreed to pay to Mr. Brown an annual
salary of $250,000 (CDN$250,000) plus benefits, including 1,000,000 stock
options, medical insurance and a bonus of up to 50% of his annual salary. On
November 1, 2012 we granted stock options pursuant to our 2012 Stock Option Plan
to Mr. Brown to purchase an aggregate of 1,000,000 shares of our common stock at
an exercise price of $0.305 ($CDN0.305) per share, for a three (3) year term
expiring October 31, 2015. These options vested immediately.

During the year ended January 31, 2013, we paid Mr. Brown
consulting fees of $7,237 ($CDN7,000) for services provided prior to his
employment and salary and benefits of $161,199, including a relocation allowance
of $34,048 related to this employment agreement.

ITEM 8 Financial Information

A. Financial Statements and Other Financial
Information

Our financial statements are stated in United States dollars
and are prepared in accordance with US generally accepted accounting principles.
In this annual report, unless otherwise specified, all dollar amounts are
expressed in US dollars.

Financial Statements filed as part of this Annual
Report

| | 1. | Independent Auditors Report of MORGAN LLP, Chartered
      Accountants dated April 24, 2013 on the Financial Statements as at January
      31, 2013
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                      
| | 2. | Consolidated Balance Sheets at January 31, 2013 and
      2012;                                                                                      
| |    |                                                                                                                                                      
| | 3. | Consolidated Statements of Operations for the years ended
      January 31, 2013, 2012, and 2011;                                                    
| |    |                                                                                                                                                      
| | 4. | Consolidated Statements of Stockholders Equity (Deficit)
      from Inception, December 31, 2001 to January 31, 2013;                                
| |    |                                                                                                                                                      
| | 5. | Consolidated Statements of Cash Flows for the years ended
      January 31, 2013, 2012, and 2011; and                                                
| |    |                                                                                                                                                      
| | 6. | Notes to the Consolidated Financial
  Statements.                                                                                                    

The audited financial statements for the years ended January
31, 2013, 2012, and 2011 can be found under Item 18 Financial Statements.

Legal Proceedings

There are no pending legal proceedings to which we are a party
or of which any of our property is the subject. There are no legal proceedings
to which any director, officer or affiliate of our company or any associate of
any such director, officer or affiliate of our company is a party or has a
material interest adverse to us.

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Dividend Distributions

Holders of our common shares are entitled to receive such
dividends as may be declared from time to time by our board, in its discretion,
out of funds legally available for that purpose. We intend to retain future
earnings, if any, for use in the operation and expansion of our business and do
not intend to pay any cash dividends in the foreseeable future.

B. Significant Changes

None.

ITEM 9 The Offer and Listing

A. Offer and Listing Details

Our common shares are quoted on the OTCQB under the name
Argentex Mining Corporation and the symbol AGXMF. From June 27, 2011 to July
23, 2012, our common shares were quoted on the OTC Bulletin Board under the
symbol AGXMF and prior to June 27, 2011, our common shares were quoted on the
OTC Bulletin Board under 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.

We are authorized to issue an unlimited number of common shares
without par value and an unlimited number of preferred shares without par value.
As of April 26, 2013, there were 71,677,317 common shares of our company
outstanding and no preferred shares outstanding.

Market Price

The annual high and low market prices for our common shares for
each of the five most recent full fiscal years were as follows:

OTCQB/OTCBB (US
      Dollars)
    TSX Venture Exchange
      (Canadian Dollars)High
    Low
    High
    LowJanuary 31, 2013
    $0.59
    $0.19
    $0.59
    $0.19January 31, 2012
    $1.73
    $0.28
    $1.69
    $0.26January 31, 2011
    $1.07
    $0.43
    $1.05
    $0.45January 31, 2010
    $1.01
    $0.19
    $1.12
    $0.25January 31, 2009
    $1.83
    $0.07
    $1.34
    $0.85


The high and low market prices for our common shares for each
full financial quarter for the two most recent full fiscal years were as
follows:

OTCQB/OTCBB (US
      Dollars)
    TSX Venture Exchange
      (Canadian Dollars)High
    Low
    High
    LowJanuary 31, 2013
    $0.32
    $0.19
    $0.32
    $0.19October 31, 2012
    $0.45
    $0.27
    $0.45
    $0.27July 31, 2012
    $0.43
    $0.25
    $0.43
    $0.24April 30, 2012
    $0.59
    $0.24
    $0.59
    $0.25January 31, 2012
    $0.50
    $0.28
    $0.55
    $0.26October 31, 2011
    $1.10
    $0.45
    $1.05
    $0.45


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July 31, 2011
    $1.73
    $0.64
    $1.69
    $0.72April 30, 2011
    $1.65
    $0.96
    $1.55
    $0.98


The high and low market prices of our common shares for each of
the most recent six months, from October 1, 2012 through March 31, 2013 were as
follows:

OTCQB (US Dollars)
    TSX Venture Exchange (Canadian Dollars)High
    Low
    High
    LowMarch, 2013
    $0.24
    $0.13
    $0.25
    $0.14February, 2013
    $0.33
    $0.19
    $0.33
    $0.18January, 2013
    $0.32
    $0.23
    $0.32
    $0.25December, 2012
    $0.26
    $0.19
    $0.26
    $0.19November, 2012
    $0.32
    $0.25
    $0.32
    $0.26October, 2012
    $0.34
    $0.27
    $0.32
    $0.27


B. Plan of Distribution

Not applicable.

C. Markets

Our common shares are exclusively traded on the TSX Venture
Exchange, the OTCQB and the Frankfurt Stock Exchange.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10 Additional Information

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

Continuation

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

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Articles

Our Articles do not contain a description of our objects and
purposes.

Our Articles do not restrict a directors power to (a) vote on
a proposal, arrangement or contract in which the director is materially
interested, (b) to vote compensation to themselves or any other members of their
body in the absence of an independent quorum, or (c) exercise borrowing powers.
Under our Articles, there is no mandatory retirement age for our directors and
our directors are not required to own securities of our company in order to
serve as directors.

Our authorized capital consists of an unlimited number of
common shares without par value and an unlimited number of preferred shares
without par value.

Holders of our common shares are entitled to vote at all
meetings of shareholders, except meetings at which only holders of a specified
class of shares are entitled to vote, receive any dividend declared by our
companys board of directors and, subject to the rights, privileges,
restrictions and conditions attaching to any other class of shares, receive the
remaining property of our company upon dissolution.

At each annual general meeting of our company, all of our
directors retire and the shareholders elect a new board of directors. Each
director holds office until our next annual general meeting, or until his office
is earlier vacated in accordance with our Articles or with the provisions of the
British Columbia Business Corporations Act. A director appointed or
elected to fill a vacancy on our board also holds office until our next annual
general meeting.

Our Articles provide that our annual meetings of shareholders
must be held at such time in each calendar year and not more than 15 months
after the last annual general meeting and at such place as our board of
directors may from time to time determine.

Under our Articles, and subject to the special rights and
restrictions attached to the shares of any class or series of shares, the quorum
for the transaction of business at a meeting of our shareholders is two persons
who are, or who represent by proxy, shareholders who, in the aggregate, hold at
least 1/20 of the issued shares entitled to be voted at the meeting.

Our Articles state that our directors, the President, the
Secretary, and any lawyer or auditor of our company are entitled to attend any
meeting of our shareholders.

Except as provided in the Investment Canada Act, or
similar legislation, there are no limitations specific to the rights of
non-Canadians to hold or vote our common shares under the laws of Canada or
British Columbia, or in our charter documents.

There are no provisions in our Articles that would have the
effect of delaying, deferring or preventing a change in control of our company,
and that would operate only with respect to a merger, acquisition or corporate
restructuring involving our company.

Our Articles do not contain any provisions governing the
ownership threshold above which shareholder ownership must be disclosed.
Securities legislation in Canada, however, requires that we disclose in our
annual general meeting proxy statement, holders who beneficially own more than
10% of our issued and outstanding shares, and United States Federal securities
laws require the disclosure in our annual report on annual report on Form 20-F
of holders who own more than 5% of our issued and outstanding shares.

Common Shares

The holders of our common shares are entitled to dividends, if,
as and when declared by the board of directors of our company, entitled to one
vote per share at meetings of shareholders or our company and, upon dissolution,
entitled to share equally in such assets of our company as are distributable to
the holders of our common shares and subject to the rights of the holders of our
preferred shares.

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Preferred Shares

Our company is authorized to issue preferred shares in one or
more series. Subject to the Business Corporations Act(British Columbia),
the directors of our company may, by resolution, if none of the shares of any
particular series are issued, alter articles of our company and authorize the
alteration of the notice of articles of our company, as the case may be, to do
one or more of the following:

- determine the maximum number of shares of that series that our company is
  authorized to issue, determine that there is no such maximum number, or alter
  any such determination;
- create an identifying name for the shares of that series, or alter any
  such identifying name; and
- attach special rights or restrictions to the shares of that series, or
  alter any such special rights or restrictions.

The holders of our preferred shares are entitled, on the
liquidation or dissolution of our company, whether voluntary or involuntary, or
on any other distribution of the assets of our company among shareholders of our
company for the purpose of winding up its affairs, to receive, before any
distribution is made to the holders of our common shares or any other shares of
our company ranking junior to our preferred shares with respect to the repayment
of capital on the liquidation or dissolution of our company, whether voluntary
or involuntary, or on any other distribution of the assets of our company among
shareholders of our company for the purpose of winding up its affairs, the
amount paid up with respect to each preferred share held by them, together with
the fixed premium (if any) thereon, all accrued and unpaid cumulative dividends
(if any and if preferential) thereon, which for such purpose will be calculated
as if such dividends were accruing on a day-to-day basis up to the date of such
distribution, whether or not earned or declared, and all declared and unpaid
non-cumulative dividends (if any and if preferential) thereon. After payment to
the holders of our preferred shares of the amounts so payable to them, they will
not, as such, be entitled to share in any further distribution of the property
or assets of our company, except as specifically provided in the special rights
and restrictions attached to any particular series. All assets remaining after
payment to the holders of our preferred shares as aforesaid will be distributed
rateably among the holders of our common shares.

Except for such rights relating to the election of directors on
a default in payment of dividends as may be attached to any series of the
preferred shares by the directors, holders of our preferred shares are not
entitled, as such, to receive notice of, or to attend or vote at, any general
meeting of shareholders of our company

C. Material Contracts

The material contracts to which we are a party which were
entered into during the last two fiscal years are as follows:

| | 1. | Independent contractor agreement dated March 11, 2011
      with Peter A. Ball and Ariston Capital.                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Independent contractor agreement dated January 1, 2012
      with Jeffrey Finkelstein and JBD Consulting Ltd.                                                                                                                                    
| | 3. | Independent contractor agreement dated March 1, 2012,
      with Peter A. Ball and Ariston Capital, supplemented by a side letter
      dated March 16, 2012, with respect to services and remuneration while
      serving as interim President.
| | 4. | Indemnification agreement with Jeffrey Finkelstein dated
      January 1, 2012.                                                                                                                                                                  
| | 5. | Indemnification agreement with Peter A. Ball dated
      January 1, 2012.                                                                                                                                                                        
| | 6. | Employment agreement with Michael Brown dated August 1,
      2012.                                                                                                                                                                              

D. Exchange Controls

There are no government laws, decrees or regulations in Canada
which restrict the export or import of capital or which affect the remittance of
dividends, interest or other payments to non-resident holders of our common
shares. Any remittances of dividends to United States residents and to other
non-residents are, however, subject to withholding tax. See Taxation
below.

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E. Taxation

We consider that the following general summary fairly describes
  the principal Canadian federal income tax consequences applicable to a holder of
  our common shares who is a resident of the United States, who is not, will not
  be and will not be deemed to be a resident of Canada for purposes of the
  Income Tax Act(Canada) and any applicable tax treaty and who does not
  use or hold, and is not deemed to use or hold, his common shares in the capital
  of our company in connection with carrying on a business in Canada (a
  non-resident holder).

This summary is based upon the current provisions of the
Income Tax Act(Canada), the regulations thereunder (the Regulations),
the current publicly announced administrative and assessing policies of the
Canada Revenue Agency and the Canada-United States Tax Convention as amended by
the Protocols thereto (the Treaty). This summary also takes into account the
amendments to the Income Tax Act(Canada) and the Regulations publicly
announced by the Minister of Finance (Canada) prior to the date hereof (the Tax
Proposals) and assumes that all such Tax Proposals will be enacted in their
present form. However, no assurances can be given that the Tax Proposals will be
enacted in the form proposed, or at all. This summary is not exhaustive of all
possible Canadian federal income tax consequences applicable to a holder of our
common shares and, except for the foregoing, this summary does not take into
account or anticipate any changes in law, whether by legislative, administrative
or judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may
differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended
to be, and should not be construed to be, legal, business or tax advice to any
particular holder or prospective holder of our common shares, and no opinion or
representation with respect to the tax consequences to any holder or prospective
holder of our common shares is made. Accordingly, holders and prospective
holders of our common shares should consult their own tax advisors with respect
to the income tax consequences of purchasing, owning and disposing of our common
shares in their particular circumstances.

Dividends

Dividends paid on our common shares to a non-resident holder
will be subject under the Income Tax Act(Canada) to withholding tax at a
rate of 25%, subject to a reduction under the provisions of an applicable tax
treaty, which tax is deducted at source by our company. The Treaty provides that
the Income Tax Act(Canada) standard 25% withholding tax rate is reduced
to 15% on dividends paid on shares of a corporation resident in Canada (such as
our company) to residents of the United States, and also provides for a further
reduction of this rate to 5% where the beneficial owner of the dividends is a
corporation resident in the United States that owns at least 10% of the voting
shares of the corporation paying the dividend.

Capital Gains

A non-resident holder is not subject to tax under the Income
Tax Act(Canada) in respect of a capital gain realized upon the disposition
of a common share of our company unless such share represents taxable Canadian
property, as defined in the Income Tax Act(Canada), to the holder
thereof. As long as our common shares are listed on Tier 1 or Tier 2 of the TSX
Venture Exchange, or on another exchange that is a designated stock exchange for
the purposes of the Income Tax Act(Canada), our common shares generally
will not be considered taxable Canadian property to a non-resident holder unless
at any particular time during the 60-month period immediately preceding the
disposition of such shares:

|(i)  | the non-resident holder, one or more persons with whom
      the non-resident holder did not deal with at arms length, or the
      non-resident holder together with one or more persons with whom the
      non-resident holder did not deal with at arms length, owned or had an
      interest in an option in respect of, not less than 25% of the issued
      shares of any class of our capital stock; and                                          
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(ii) | more than 50% of the fair market value of the shares of
      the Company was derived directly or indirectly from one or any combination
      of real or immovable property situated in Canada, Canadian resource
      properties (as defined in the Income Tax Act(Canada)), timber
      resource properties (as defined in the Income Tax Act(Canada)), or
      an option, interest or right in such property, whether or not the property
      exists.

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In the case of a non-resident holder to whom shares of our
company represent taxable Canadian property and who is resident in the United
States, no Canadian taxes will generally be payable on a capital gain realized
on such shares by reason of the Treaty unless the value of such shares is
derived principally from real property situated in Canada.

Certain United States Federal Income Tax
Consequences

The following is a general discussion of certain possible
United States federal foreign income tax matters under current law, generally
applicable to a U.S. Holder (as defined below) of our common shares who holds
such shares as capital assets. This discussion does not address all aspects of
United States federal income tax matters and does not address consequences
peculiar to persons subject to special provisions of federal income tax law,
such as those described below as excluded from the definition of a U.S. Holder.
In addition, this discussion does not cover any state, local or foreign tax
consequences. See Certain Canadian Federal Income Tax Consequences above.

The following discussion is based upon the Internal Revenue
Code of 1986, as amended (the Code), Treasury Regulations, published Internal
Revenue Service (IRS) rulings, published administrative positions of the IRS
and court decisions that are currently applicable, any or all of which could be
materially and adversely changed, possibly on a retroactive basis, at any time.
In addition, this discussion does not consider the potential effects, both
adverse and beneficial, of any recently proposed legislation which, if enacted,
could be applied, possibly on a retroactive basis, at any time. No assurance can
be given that the IRS will agree with such statements and conclusions, or will
not take, or a court will not adopt, a position contrary to any position taken
herein.

The following discussion is for general information only and
is not intended to be, nor should it be construed to be, legal, business or tax
advice to any holder or prospective holder of our common shares, and no opinion
or representation with respect to the United States federal income tax
consequences to any such holder or prospective holder is made. Accordingly,
holders and prospective holders of common shares should consult their own tax
advisors with respect to federal, state, local, and foreign tax consequences of
purchasing, owning and disposing of our common shares.

U.S. Holders

As used herein, a U.S. Holder includes a holder of less than
10% of our common shares who is a citizen or resident of the United States, a
corporation created or organized in or under the laws of the United States or of
any political subdivision thereof, any entity which is taxable as a corporation
for U.S. tax purposes and any other person or entity whose ownership of our
common shares is effectively connected with the conduct of a trade or business
in the United States. A U.S. Holder does not include persons subject to special
provisions of federal income tax law, such as tax-exempt organizations,
qualified retirement plans, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
non-resident alien individuals or foreign corporations whose ownership of our
common shares is not effectively connected with the conduct of a trade or
business in the United States and shareholders who acquired their shares through
the exercise of employee stock options or otherwise as compensation.

Distributions

The gross amount of a distribution paid to a U.S. Holder will
generally be taxable as dividend income to the U.S. Holder for U.S. federal
income tax purposes to the extent paid out of our current or accumulated
earnings and profits, as determined under U.S. federal income tax principles.
Distributions which are taxable dividends and which meet certain requirements
will be unqualified dividend income and taxed to U.S. Holders at a maximum
U.S. federal rate of 15%. Distributions in excess of our current and accumulated
earnings and profits will be treated first as a tax-free return of capital to
the extent of the U.S. Holders tax basis in the common shares and, to the
extent in excess of such tax basis, will be treated as a gain from a sale or
exchange of such shares.

Capital Gains

In general, upon a sale, exchange or other disposition of
common shares, a U.S. Holder will recognize a capital gain or loss for U.S.
federal income tax purposes in an amount equal to the difference between the
amount realized on the sale or other distribution and the U.S. Holders adjusted tax
basis in such shares, all as determined in U.S dollars. Such gain or loss
generally will be U.S. source gain or loss and will be treated as a long-term
capital gain or loss if the U.S. Holders holding period of the shares exceeds
one year. If the U.S. Holder is an individual, any capital gain will generally
be subject to U.S. federal income tax at preferential rates if specified minimum
holding periods are met. The deductibility of capital losses is subject to
significant limitations.

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Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions)
Canadian income tax with respect to the ownership of our common shares may be
entitled, at the option of the U.S. Holder, to either a deduction or a tax
credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayers income subject to tax. This election is made on a year-by-year basis
and generally applies to all foreign income taxes paid by (or withheld from) the
U.S. Holder during that year. There are significant and complex limitations
which apply to the tax credit, among which are an ownership period requirement
and the general limitation that the credit cannot exceed the proportionate share
of the U.S. Holders United States income tax liability that the U.S. Holders
foreign source income bears to his or its worldwide taxable income. In
determining the application of this limitation, the various items of income and
deduction must be classified into foreign and domestic sources. Complex rules
govern this classification process. There are further limitations on the foreign
tax credit for certain types of income such as passive income, high
withholding tax interest, financial services income, shipping income, and
certain other classifications of income. The availability of the foreign tax
credit and the application of these complex limitations on the tax credit are
fact specific and holders and prospective holders of our common shares should
consult their own tax advisors regarding their individual circumstances.

F. Dividends and Paying Agents

Not applicable.

G. Statements by Experts

Not applicable.

H. Documents on Display

Documents concerning our company referred to in this annual
report may be viewed by appointment during normal business hours at our
registered and records office at Suite 900 - 885 West Georgia Street, Vancouver,
British Columbia, Canada, V6C 3H1.

I. Subsidiary Information

The Company currently holds a 100% interest in SCRN Property
Ltd., a British Columbia corporation.

ITEM 11 Quantitative and Qualitative Disclosures About
Market Risk

Our activities expose us to credit, liquidity and market risks,
which is the risk that the fair value of future cash flows of a financial
instrument will fluctuate because of the changes in market prices. Market risk
includes foreign exchange risk, interest rate risk and other price risk. We do
not participate in the use of financial instruments to mitigate these risks and
we have no designated hedging transactions. The Board approves and monitors the
risk management processes. The Boards main objectives for managing risks are to
ensure liquidity, the fulfillment of obligations, the continued exploration of
our mineral properties, and to limit exposure to risks. The types of risk
exposure and the way in which such exposures are attempted to be managed are as
follows:

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Credit Risk

Credit risk is the risk of an unexpected loss if a customer or
  third party to a financial instrument fails to meet its contractual obligations.
  Our credit risk is primarily attributable to our cash. We maintain our Canadian
  and U.S. cash in major chartered Canadian bank deposit accounts and major
  Canadian credit unions and in certain financial instruments such as bankers
  acceptances and term deposits. Our bank deposit account is insured by the
  Canadian Deposit Insurance Corporation up to $100,000 and funds in its credit
  union accounts are guaranteed by the provincial government of British Columbia.
  Our Canadian dollar bank account balance, at times, may exceed federally insured
  limits. We maintain our Argentinean pesos in an Argentinean bank deposit
  account. We keep our Argentinean peso bank deposit account balance within
  federally insured limits. As part of our cash management process, management
  performs periodic evaluations of the relative credit standing of these financial
  institutions. We have not lost any cash and do not believe our cash is exposed
  to any significant credit risk.

At the date of this annual report on form 20-F, we had
approximately $86,000 in U.S. cash, $1.2 million in Canadian cash and
approximately $125,000 in $AR (Argentine Pesos).

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet our
financial obligations as they fall due. We manage liquidity risk through the
management of our capital structure, more specifically, the issuance of new
common shares, to ensure there is sufficient capital in order to meet short term
business requirements, after taking into account the Companys holdings of cash
and potential equity financing opportunities. We believe that these sources will
be sufficient to cover the known short and long-term requirements at this time.
There is no assurance that potential equity financing opportunities will be
available to meet these obligations.

Foreign Exchange Risk

We are subject to foreign exchange risk for purchases
denominated in foreign currencies. We operate outside of the U.S. primarily in
Argentina and Canada and we are exposed to foreign currency risk due to the
fluctuation between the currencies in which we operate in and the United States
Dollar. Foreign currency risk arises from the fluctuation of foreign exchange
rates and the degree of volatility of these rates relative to the United States
dollar. We monitor our foreign currency balances and makes adjustments based on
anticipated need for foreign currencies.

At January 31, 2013, we were exposed to foreign exchange risk
through the following assets and liabilities denominated in foreign
currencies:

|                          | Argentinian |                  
|------------------------- | ----------- | -----------------
|                          | Peso        | CDN
      Dollar 
|Cash and cash equivalents | 257,169     | $ 1,908,477      
|Receivables               | -           | 236              
|Accounts payable          | (1,012,464) | (152,576)        
|Net Exposure              | (755,295)   | $
      1,756,137

Based on the above net exposures, and assuming that all other
variables remain constant, a 10% change in the value of the Argentinian Peso and
the CDN Dollar against the U.S. Dollar would have resulted in an
increase/decrease of approximately $159,845 in the net loss for the year ended
January 31, 2013. The sensitivity analyses included in the table above should be
used with caution as the results are theoretical, based on our best assumptions
using material and practicable data which may generate results that are not
necessarily indicative of future performance. In addition, in deriving this
analysis, we made assumptions based on the structure and relationships of
variables as at the balance sheet date which may differ due to fluctuations
throughout the year with all other variables assumed to remain constant. Actual
changes in one variable may contribute to changes in another variable, which may
amplify or offset the effect on the net loss to us.

To date, as exposure to the Argentinian peso has been limited,
we have determined that buying fixed rate forward contracts has not been
warranted.

The Argentine government recently launched a series of
regulations in order to control the sale of foreign currency. The measures aim
to slow the rise in value of the American dollar, of which the Argentine Central
Bank has had to reduce its reserves in order to avoid the continuing
devaluation of the Argentine peso against the dollar. This could impact the
delivery of funds to our operations in Argentina and impact the conversion rate
of transferred funds.

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Other Price Risk

Other price risk is the risk that the fair value or future cash
flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk or currency risk),
whether those changes are caused by factors specific to the individual financial
instrument or its issuer, or factors affecting all similar financial instruments
traded in the market. Our operations are all related to the minerals and mining
industry. A reduction in mineral prices or other disturbances in the minerals
market could have an adverse effect on our operations.

Commodity Price Risk

The Companys profitability is dependent among many factors and
two key factors are the metal prices for gold and silver. Gold and silver prices
are affected by numerous factors such as the sale or purchase of gold and silver
by various central banks and financial institutions, interest rates, exchange
rates, inflation or deflation, fluctuations in the value of the US dollar and
foreign currencies, global and regional supply and demand, and political and
economic conditions of major gold and silver countries throughout the world. A
reduction in mineral prices or other disturbances in the minerals market could
have an adverse impact upon the Company's operations.

Fair Value of Financial Instruments

We account for the fair value measurement and disclosure of
financial instruments in accordance with FASB ASC topic 820 which requires a
publicly traded company to include disclosures about the fair value of its
financial instruments whenever it issues summarized financial information for
reporting periods. Such disclosures include the fair value of all financial
instruments, for which it is practicable to estimate that value, whether
recognized or not recognized in the consolidated financial statements; the
related carrying amount of these financial instruments; and the method(s) and
significant assumptions used to estimate the fair value.

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

|                          |  |         |  |   | January 31, 2013 |  |   | January 31, 2012 | 
|------------------------- |  | ------- |  | - | ---------------- |  | - | ---------------- | 
|                          |  |         |  |   | Carrying         |  |   | Fair             | 
|                          |  | Level   |  |   | value            |  |   | value            | 
|Cash and cash equivalents |  | Level 1 |  | $ | 2,117,142        |  | $ | 2,117,142        | 
|Receivables               |  | Level 2 |  | $ | 33,357           |  | $ | 33,357           | 
|Accounts payable          |  | Level 2 |  | $ | 441,638          |  | $ | 441,638          | 
|Due to related parties    |  | Level 2 |  | $ | 13,639           |  | $ | 13,639           | 

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

ITEM 12 Description of Securities Other Than Equity
Securities

None.

PART II

ITEM 13 Defaults, Dividend Arrearages and
Delinquencies

None.

ITEM 14 Material Modifications to the Rights of Security
Holders and Use of Proceeds

Material Differences of the Rights of Our Stockholders After
the Change of Our Corporate Jurisdiction

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

After the merger and continuation, our stockholders became the
holders of shares in the capital of a British Columbia corporation organized
under the Business Corporations Act(British Columbia) (the
BCBCA). The General Corporation Lawof Delaware (the
DGCL) differs in many respects from the BCBCA. The following is a
summary description of the principal differences that could affect the rights of
our stockholders.

Director Election

Under the BCBCA, shareholders of a corporation must, by
ordinary resolution at each annual meeting at which an election of directors is
required, elect directors to hold office. An ordinary resolution means a
resolution passed at a meeting of shareholders by a simple majority of the votes
cast by shareholders voting shares that carry the right to vote at a meeting.
Under the BCBCA, public companies such as our company must have at least three
directors. Our Articles provide that changes in the number of directors must be
approved by ordinary resolution. However, our Articles also provide that our
directors may appoint up to one-third of the number of the directors at the time
of the appointments (other than directors appointed by this method). Any
director so appointed ceases to hold office immediately before the next election
or appointment of directors, but is eligible for re-election or
re-appointment.

The DGCL requires that a corporation have a minimum of one
director. The number of directors must be fixed by, or in the manner provided
in, the bylaws, unless the certificate of incorporation fixes the number of
directors, in which case a change in the number of directors must be made only
by amendment to the certificate, which requires stockholder approval. The number
of directors may be changed by resolution of the board of directors if the
certificate of incorporation or bylaws so provide. Our former certificate of
incorporation provides that our board of directors must determine the number of
directors, subject to our former bylaws. Our former bylaws provide that the
number of directors must be a minimum of 1 and a maximum of 8 unless and until
otherwise determined by a vote of a majority of our board of directors. Within
these limits, the number of directors must be determined from time to time by
resolution of the board of directors or by the stockholders at a meeting. Our
former bylaws provide that generally all elections must be decided by the vote
of a majority in interest of the stockholders present in person or represented
by proxy and entitled to vote at the meeting.

Removal of Directors

Under the BCBCA, a company may remove a director before the
expiration of the directors term of office by a special resolution. The special
resolution means a resolution passed at a meeting of shareholders by at least
2/3 of the votes cast by shareholders voting shares that carry the right to vote
at a meeting.

Under the DGCL, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors.

Personal Liability of Directors and Derivative
Actions

The BCBCA entitles a shareholder, including a beneficial owner
of a share of a corporation, or a director of a corporation and any person whom
the court considers an appropriate person to make application, with the approval
of the Supreme Court of British Columbia, and in the name of the corporation, to
commence legal proceedings to enforce a right, duty or obligation owed to the
corporation that could be enforced by the corporation itself or to obtain
damages for any breach of a right, duty or obligation whether the right, duty or
obligation arises under the BCBCA or otherwise. Derivative actions, therefore,
may be brought by shareholders on behalf of a corporation against the
corporations directors for damages or to enforce rights or duties owed by the
director to the corporation. With leave of the court, a complainant may, in the
name of and on behalf of a corporation, defend a legal proceeding brought against the corporation. Under the BCBCA, there is no
statutory limitation with respect to the monetary liability which may be imposed
on directors.

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Under the DGCL, a stockholder may bring a derivative action
against officers and directors of a corporation for breach of their fiduciary
duties to a corporation and its stockholders or for other fraudulent misconduct,
so long as the stockholder was a stockholder of the corporation at the time of
the transaction in question, or the stockholder obtained the stock thereafter
solely by operation of law, and remained so through the duration of the suit;
the plaintiff makes a demand on the directors of the corporation to assert the
corporate claim unless the demand would be futile; and the plaintiff is an
adequate representative of the other stockholders.

The DGCL permits a corporation to adopt a provision in its
certificate of incorporation eliminating the liability of a director to the
corporation or its stockholders for monetary damages for breach of the
directors fiduciary duty of care, except under certain circumstances. Our
former certificate of incorporation provides that no director of the corporation
will be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided, however, that this provision
shall not eliminate or limit the liability of a director

- from a breach of the directors duty of loyalty to the corporation or its
  stockholders;
- from acts or omissions not in good faith involving intentional misconduct
  or a knowing violation of law;
- from unlawfully paying a dividend or approving Delaware stock repurchases
  or redemptions;
- from a transaction where the director derived an improper personal benefit.

Interested Shareholder Transactions and Anti-Takeover
Provisions

Some powers granted to companies under the DGCL may allow a
Delaware corporation to make itself potentially less vulnerable to hostile
takeover attempts. These powers include the ability to:

- require that notice of nominations for directors be given to the
  corporation prior to a meeting where directors will be elected, which may give
  management an opportunity to make a greater effort to solicit its own proxies;
- only allow the board of directors to call a special meeting of
  stockholders, which may thwart a raiders ability to call a meeting to make
  disruptive changes;
- provide that the power to determine the number of directors and to fill
  vacancies be vested solely in the board, so that the incumbent board, not a
  raider, would control vacant board positions;
- provide for supermajority voting in some circumstances, including mergers
  and certificate of incorporation amendments;

There is no similar provision under the BCBCA.

Amendments to the Governing Documents

A BCBCA corporation may resolve to alter its articles:

- by the type of resolution specified by the BCBCA;
- if the BCBCA does not specify the type of resolution, by the type of
  resolution specified by the articles;

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- if neither the BCBCA nor the articles specify the type of resolution, by a
  special resolution.

The special resolution means a resolution passed at a meeting
of shareholders by at least 2/3 of the votes cast by shareholders voting shares
that carry the right to vote at a meeting.

According to our Articles, subject to the BCBCA, we may by
resolution of the directors:

- create one or more classes or series of shares or, if none of the shares of
  a class or series of shares are allotted or issued, eliminate that class or
  series of shares;
- increase, reduce or eliminate the maximum number of shares that we are
  authorized to issue out of any class or series of shares or establish a
  maximum number of shares that we are authorized to issue out of any class or
  series of shares for which no maximum is established;
- if we are authorized to issue shares of a class of shares with par
  value:decrease the par value of those shares;if none of the
  shares of that class of shares are allotted or issued, increase the par value
  of those shares;subdivide all or any of its unissued, or fully paid
  issued, shares with par value into shares of smaller par value;
  orconsolidate all or any of its unissued, or fully paid issued, shares
  with par value into shares of larger par value;
- subdivide all or any of its unissued, or fully paid issued, shares without
  par value;
- consolidate all or any of its unissued, or fully paid issued, shares
  without par value;
- subdivide all or any of its unissued, or fully paid issued, shares by way
  of a share dividend;
- change all or any of its unissued, or fully paid issued, shares with par
  value into shares without par value or all or any of its unissued shares
  without par value into shares with par value;
- alter the identifying name of any of its shares; or
- otherwise alter its shares or authorized share structure when required or
  permitted to do so by the BCBCA.

According to our Articles, we may by resolution of the
directors alter its notice of articles in order to change its name or adopt or
change any transaction of that name. Also, if the BCBCA does not specify the
type of resolution and the articles of Argentex BC do not specify another type
of resolution, we may by resolution of the directors alter the articles.

A BCBCA corporation may, by the type of shareholders
resolution specified by the articles, or, if the articles do not specify the
type of resolution, by a special resolution:

- create special rights or restrictions for, and attach those special rights
  or restrictions to, the shares of any class or series of shares, whether or
  not any or all of those shares have been issued;
- vary or delete any special rights or restrictions attached to the shares of
  any class or series of shares, whether or not any or all of those shares have
  been issued.

A right or special right attached to issued shares must not be
prejudiced or interfered with under the BCBCA or under the memorandum, notice of
articles or articles unless the shareholders holding the shares of the class or
series of shares to which the right or special right is attached
consent by a special separate resolution of those shareholders which, if passed
at a meeting, requires the majority of the votes specified in the articles for a
special separate resolution (or, failing which, a separate resolution) of that
class or series. If the articles do not specify the majority required, then a
majority of two-thirds of the votes cast is required. The special separate
resolution is in addition to the resolution authorizing the alterations.

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The DGCL provide that the vote of holders of a majority of the
outstanding shares entitled to vote is required to alter, amend, change or
repeal a corporations certificate of incorporation, unless otherwise specified
in a corporations certification of incorporation or bylaws. In addition, if the
amendment to the certificate of incorporation would increase or decrease the
aggregate number of authorized shares of a class, increase or decrease the par
value of the shares of such class, or alter or change the powers, preferences or
special rights of the shares of such class so as to affect them adversely, that
class is entitled to vote separately on the amendment whether or not it is
designated as voting stock. Furthermore, if the proposed amendment would alter
or change the powers, preferences or special rights of one or more series of any
class so as to affect them adversely, but will not so affect the entire class,
then only the shares of the series so affected by the amendment will be
considered a separate class for purposes of the class vote. The DGCL reserves
the power to the stockholders to adopt, amend or repeal the bylaws unless the
certificate of incorporation confers such power on the board of directors in
addition to the stockholders. Our former certificate of incorporation provides
that our board of directors is expressly authorized to make, alter or repeal our
bylaws.

Shareholder Quorum and Voting Requirements

Under the BCBCA, the quorum for the transaction of business at
a meeting of shareholders of a company may be established by the articles. Our
Articles provide that, generally, the quorum for the transaction of business at
a meeting of shareholders is 2 persons who are, or who represent by proxy,
shareholders who, in the aggregate, hold at least 1/20 of the issued shares
entitled to be voted at the meeting.

Except where the BCBCA or the articles require approval by a
special resolution or unanimous resolution, a simple majority of the votes cast
by shareholders voting shares that carry the right to vote at a meeting is
required to approve any resolution properly brought before the stockholders.

Under the DGCL, a corporations certificate of incorporation
and bylaws may specify the number of shares necessary to constitute a quorum at
any meeting of shareholders; provided, however, that a quorum may not consist of
less than one-third of the shares entitled to vote at the meeting. Our former
bylaws provide that the presence in person or by proxy of stockholders entitled
to cast at least one third of the shares entitled to vote at the meetings of
stockholders constitutes a quorum.

Our former bylaws provide that generally all elections and
questions must be decided by the vote of a majority in interest of the
stockholders present in person or represented by proxy and entitled to vote at
the meeting.

Special Meeting of Shareholders

The BCBCA provides that a board of directors or the holders of
5% of the issued shares of a corporation with a right to vote can call or
requisition a special meeting.

Under the DGCL, a special meeting may be called by a board of
directors or by any other person authorized to do so in the corporations
certificate of incorporation or bylaws. Our former bylaws provide that special
meetings of the stockholders or of any class or series thereof entitled to vote
may be called by the President or by the chairman of the board of directors, or
at the request in writing by stockholders of record owning at least 20% percent
of the issued and outstanding voting shares of common stock of our company.

Votes Required for Extraordinary Transactions

Under the BCBCA, approvals of amalgamations (except
amalgamations between a corporation and wholly owned subsidiaries),
consolidations, and sales, leases, or exchanges of substantially all the
property of a corporation, other than in the ordinary course of business of the corporation
requires approval by the stockholders by a special resolution at a duly called
meeting. The special resolution means a resolution passed at a meeting of
shareholders by at least 2/3 of the votes cast by shareholders voting shares
that carry the right to vote at a meeting.

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Under the DGCL, mergers or consolidations generally require the
approval of the holders of a majority of the outstanding stock of the
corporation entitled to vote and stockholder approval is not required by a
Delaware corporation:

- if it is the surviving corporation in a merger requiring the issuance of
  common stock not exceeding 20% of the corporations common stock outstanding
  immediately prior to the merger, the merger agreement does not amend in any
  respect the survivors certification of incorporation, and stockholder
  approval is not specifically mandated in the survivors certification of
  incorporation;
- if it is the surviving corporation in a merger with a subsidiary in which
  it ownership was 90% or greater.

Unless a greater percentage is required by the certificate of
incorporation, a sale, lease, or exchange of all or substantially all the
property or assets of a Delaware corporation or an amendment to its certificate
of incorporation also requires the approval of the holders of a majority of the
outstanding stock entitled to vote on the matter.

Shareholder Action by Written Consent (In Lieu of a
Meeting)

Under the BCBCA, any action required or permitted to be taken
at a meeting of the stockholders by an ordinary resolution may be taken by a
written resolution signed by a special majority of the stockholders entitled to
vote on such resolution. Our Articles provide that a special majority is
two-thirds of the votes cast on the resolution. Any action required or permitted
to be taken at a meeting of the stockholders by a special resolution may be
taken by a written resolution signed by all the shareholders entitled to vote on
such resolution.

Under the DGCL, stockholders may execute an action by written
consent in lieu of a stockholder meeting, unless such right is eliminated in the
corporations certificate of incorporation or bylaws, if holders of outstanding
stock representing not less than the minimum number of votes that would be
necessary to take the action at an annual or special meeting execute a written
consent providing for the action.

Rights of Dissent and Appraisal

Under the BCBCA, in certain circumstances, a registered
shareholder who disagrees with a proposed corporate action can require the
company to purchase his or her shares for their fair value. The actions giving
rise to a right of dissent are as follows:

- an alteration in the articles of a company by altering the restrictions on
  the business carried on or to be carried on by the company, or in its powers;
- various forms of corporation reorganizations, amalgamation, or arrangements
  (where permitted);
- a proposed sale, lease or exchange of all or substantially all of the
  corporations assets; or
- in respect of any resolution or court order or arrangement permitting
  dissent.

Under the DGCL, stockholders have the right to dissent and
exercise appraisal rights only with respect to forms of corporate mergers and
consolidations and not in the case of other fundamental change such as the sale
of all or substantially all of the assets of the corporation or amendments to
the certification of incorporation, unless so provided in the corporations
certificate of incorporation. Stockholders who have neither voted in favor of
nor consented to the merger or consolidation have the right to seek appraisal of
their shares by demanding payment in cash for their shares equal to the fair
value of such shares. Fair value is determined by a court in an action timely
brought by the stockholders who have properly demanded appraisal of their
shares. In determining fair value, the court may consider all relevant factors, including the rate of
interest which the resulting or surviving corporation would have had to pay to
borrow money during the pendency of the court proceedings. In addition, under
the DGCL, appraisal rights are not available for any shares of the surviving
corporation if the merger did not require the vote of the stockholders of the
surviving corporation.

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Oppression Remedies

Under the BCBCA, a shareholder of a corporation has the right
to apply to a court on the grounds that the corporation is acting or proposes to
act in a way that is prejudicial to the shareholder. After the application is
filed, the court may make any order as it sees fit, including an order to
prohibit any act proposed by the corporation.

There are no equivalent statutory remedies under the DGCL;
however, stockholders may be entitled to remedies for a violation of a
directors fiduciary duties under Delaware common law.

Inspection of Corporate Books and Records

Under the BCBCA, current shareholders of a corporation are
entitled to inspect, without charge, all of the records the corporation is
required to maintain under the BCBCA, except for minutes of directors meetings
and directors consent resolutions (and those of committees of directors) and
written dissents to resolutions of directors. However, shareholders have the
right to inspect the portions of minutes of directors meetings, or of
directors consent resolutions and other records that contain disclosures of
conflicts of interest by directors and senior officers, and the right to inspect
disclosures of certain financial assistance made by the corporation.

Under DGCL, stockholders have the right for any proper purpose
to inspect, upon written demand under oath stating the purpose for such
inspection, the corporations stock ledger, list of stockholders and its other
books and records, and to make copies or extracts of the same. A proper purpose
means a purpose reasonably related to a persons interests as a stockholder.

ITEM 15 Controls and Procedures

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, 2013, the year end period covered by this
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 not effective as of the end of
the period covered by this annual report. The ineffectiveness of our disclosure
controls and procedures was due to the existence of a material weakness in our
internal control over financing reporting identified below.

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 principles.

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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, 2013 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.

Based on this evaluation, management concluded that, as of
January 31, 2013, our internal control over financial reporting is not effective
in providing reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles because of the
Companys limited resources and limited number of employees. The lack of
internal independent financial review resources increases the possibility that a
material misstatement of our annual or interim financial statements may not be
prevented on a timely basis or detected and that the lack of these resources
should therefore be considered a material weakness in our internal control over
financial reporting according to the internal control framework.

To mitigate the internal control weakness, we rely heavily on
senior management and audit committee oversight of transactions, along with the
use of external accounting professionals to assist in the review of our
financial reporting. As we grow, we expect to increase our oversight and thereby
improve our internal controls.

Changes In Internal Controls Over Financial
Reporting

There were no changes in our internal control over financial
reporting during the period covered by this annual report that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.

ITEM 16 [Reserved]

ITEM 16A Audit Committee Financial Expert

Our board has determined that we do not have a member of our
audit committee that qualifies as an audit committee financial expert as
defined in Item 16A(b) of this annual report on Form 20-F. 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.

Our board of directors has determined that Jenna Hardy, Stephen
Hanson and Richard Thibault qualify as independent members of our audit
committee as that term is defined in NASDAQ rule 5605(c)(2). We believe that
having an audit committee financial expert and an audit committee that consists
entirely of independent directors would be overly costly and burdensome and is
not warranted in our circumstances given the early stages of our development and
the fact that we have not generated revenues to date.

ITEM 16B 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, 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:

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- 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.

A copy of the Code of Ethics is on the corporate governance
section of our website at www.argentexmining.com.

Waivers to the Code of Ethics may be granted only by our full
board of directors. In the event that our board 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.

ITEM 16C Principal Accountant Fees and Services

Audit Fees

Our board appointed MORGAN LLP, Chartered Accountants, as
independent auditors to audit our financial statements for the fiscal years
ended January 31, 2013 and January 31, 2012. The aggregate of fees billed by
MORGAN LLP, Chartered Accountants, for professional services rendered for the
audit of our annual financial statements included in this annual report for the
fiscal years ended 2013 and 2012 were $41,850 and $47,085, respectively.

Audit Related Fees

For the fiscal years ended January 31, 2013 and January 31,
2012, the aggregate fees billed for assurance and related services by MORGAN
LLP, Chartered Accountants, relating to our quarterly financial statements which
are not reported under the caption Audit Fees above, were $2,510 and $23,905,
respectively.

Tax Fees

For the fiscal years ended January 31, 2013 and January 31,
2012, the aggregate fees billed for tax compliance by MORGAN LLP, Chartered
Accountants, were $11,200 and $15,350, respectively.

All Other Fees

For the fiscal years ended January 31, 2013 and January 31,
2012, the aggregate fees billed by MORGAN LLP, Chartered Accountants, for other
non-audit professional services, other than those services listed above,
totalled $3,750 and $86,340, respectively.

Pre-Approval Policies and Procedures

The audit committee pre-approves all services provided by our
independent auditors. All of the above services and fees were reviewed and
approved by the audit committee before the respective services were
rendered.

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The audit committee has considered the nature and amount of the
fees billed by MORGAN LLP, Chartered Accountants and believes that the provision
of the services for activities unrelated to the audit is compatible with
maintaining the independence of MORGAN LLP, Chartered Accountants.

ITEM 16D. Exemption from the Listing Standards for Audit
Committees

Not Applicable.

ITEM 16E Purchases of Equity Securities the Company and
Affiliated Purchasers

None.

ITEM 16F Change in Registrants Certifying Account

None.

ITEM 16G Corporate Governance

Not Applicable.

ITEM 16H Mine Safety Disclosure

Not Applicable.

PART III

ITEM 17 Financial Statements

Not Applicable.

ITEM 18 Financial Statements

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ARGENTEX MINING CORPORATION(An Exploration Stage
Company)



ANNUAL CONSOLIDATED FINANCIAL STATEMENTS

At January 31, 2013 and 2012 andfor the Years
Ended January 31, 2013, 2012 and 2011



(Stated in U.S. Dollars)





F-1

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**

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

**Report on the consolidated financial
statements**

We have audited the accompanying consolidated financial
statements of Argentex Mining Corporation, which comprise the consolidated
balance sheets as at January 31, 2013 and 2012, and the consolidated statements
of operations and comprehensive loss, stockholders equity (deficiency) and cash
flows for each of the three years ended January 31, 2013, 2012 and 2011, and for
the cumulative period from December 21, 2001 (date of inception) to January 31,
2013, and a summary of significant accounting policies and other explanatory
information.

**Managements responsibility for the consolidated
financial statements**

Management is responsible for the preparation and fair
presentation of these consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America, and
for such internal control as management determines is necessary to enable the
preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.

**Auditors responsibility**

Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We conducted our audits
in accordance with Canadian generally accepted auditing standards and the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditors judgment, including
the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entitys
preparation and fair presentation of the consolidated financial statements in
order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
entitys internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the
consolidated financial statements.

We believe that the audit evidence we have obtained in our
audits is sufficient and appropriate to provide a basis for our audit
opinion.

**Opinion**

In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of Argentex Mining
Corporation as at January 31, 2013 and 2012 and the results of its operations
and its cash flows for each of the three years ended January 31, 2013, 2012 and
2011 and for the cumulative period from inception, December 21, 2001 to January
31, 2013, in conformity with accounting principles generally accepted in the
United States of America.

**Emphasis of Matter**

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in
Note 3 to the consolidated financial statements, the Company has generated
significant losses from operations and has an accumulated deficit of $39,169,460
which raises doubt about the Companys ability to continue as a going concern.
Managements plans in regard to these matters are also described in Note 3. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

|Vancouver, Canada | Morgan LLP         
|----------------- | ---------------------
|                  |                      
|April 24, 2013    | Chartered Accountants



F-2

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)CONSOLIDATED BALANCE SHEETSAT JANUARY 31, 2013 AND
2012(Stated in U.S. Dollars)

|                                                                                                                                                                                              |   | 2013        |   |   | 2012        |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                                                                                                                                              |   |             |   |   |             |  
|ASSETS                                                                                                                                                                                        |   |             |   |   |             |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Current assets                                                                                                                                                                                |   |             |   |   |             |  
|Cash and cash equivalents                                                                                                                                                                     | $ | 2,117,142   |   | $ | 9,249,307   |  
|Receivables                                                                                                                                                                                   |   | 33,357      |   |   | 67,093      |  
|Prepaid expenses and deposits                                                                                                                                                                 |   | 56,957      |   |   | 66,974      |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Total current assets                                                                                                                                                                          |   | 2,207,456   |   |   | 9,383,374   |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Property, plant and equipment                                                                                                                                                                 |   | 421,307     |   |   | 447,936     |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Mineral property
      interest                                                                                                                                                               |   | 815,000     |   |   | 815,000     |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Total assets                                                                                                                                                                                  | $ | 3,443,763   |   | $ | 10,646,310  |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                          |   |             |   |   |             |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Current liabilities                                                                                                                                                                           |   |             |   |   |             |  
|Accounts payable and accrued liabilities                                                                                                                                                      | $ | 441,638     |   | $ | 622,077     |  
|Due to related parties                                                                                                                                                                        |   | 13,639      |   |   | 28,425      |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Total liabilities                                                                                                                                                                             |   | 455,277     |   |   | 650,502     |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Stockholders' equity                                                                                                                                                                          |   |             |   |   |             |  
|Preferred stock, no par
      value, unlimited
      authorized,          nil
      shares issued and outstanding at January 31, 2013 and 2012                                                |   | -           |   |   | -           |  
|Preferred stock, Series A convertible, no
      par
      value,          authorized
      2,000, nil shares issued and outstanding
      at          January
      31, 2013 and 2012         |   | -           |   |   | -           |  
|Common stock, no par
      value, unlimited
      authorized,          71,677,317
      and 71,437,317 issued and outstanding
      at          January
      31, 2013 and 2012, respectively |   | 35,304,627  |   |   | 35,223,027  |  
|Additional paid-in capital                                                                                                                                                                    |   | 6,877,657   |   |   | 5,994,447   |  
|Deficit accumulated during the
      exploration stage                                                                                                                                        |   | (39,169,460 | ) |   | (31,241,510 | )
|Accumulated other comprehensive income (loss)                                                                                                                                                 |   | (24,338     | ) |   | 19,844      |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Total
      stockholders' equity                                                                                                                                                              |   | 2,988,486   |   |   | 9,995,808   |  
|                                                                                                                                                                                              |   |             |   |   |             |  
|Total
      liabilities and stockholders' equity                                                                                                                                              | $ | 3,443,763   |   | $ | 10,646,310  |  

Going concern (Note 3) Commitments (Note 11) Subsequent
event (Note 13)

Approved on behalf of the Board of Directors:

|Jenna
      Hardy |  | Stephen Hanson
|------------------- |  | ----------------
|Director            |  | Director        

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

F-3

---

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

|                                                                        |   |                     |   |   |             |   |   |            |   |   | From           |  
|----------------------------------------------------------------------- | - | ------------------- | - | - | ----------- | - | - | ---------- | - | - | -------------- | -
|                                                                        |   |                     |   |   |             |   |   |            |   |   | December 21,   |  
|                                                                        |   | For the Years Ended |   |   | 2001        |  
|                                                                        |   | January 31,         |   |   | (Inception) |  
|                                                                        |   |                     |   |   |             |   |   |            |   |   | to January 31, |  
|                                                                        |   | 2013                |   |   | 2012        |   |   | 2011       |   |   | 2013           |  
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Expenses                                                                |   |                     |   |   |             |   |   |            |   |   |                |  
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Consulting                                                              | $ | 941,385             |   | $ | 1,357,785   |   | $ | 1,163,538  |   | $ | 7,284,241      |  
|Depreciation                                                            |   | 65,760              |   |   | 29,627      |   |   | 16,854     |   |   | 133,767        |  
|Director fees                                                           |   | 225,797             |   |   | 26,205      |   |   | -          |   |   | 252,002        |  
|Foreign exchange (gain) loss                                            |   | (108,848            | ) |   | (29,677     | ) |   | (158,810   | ) |   | 13,731         |  
|Mineral property interests                                              |   | 5,147,673           |   |   | 6,085,967   |   |   | 2,993,700  |   |   | 21,732,243     |  
|Office and sundry                                                       |   | 190,735             |   |   | 226,140     |   |   | 162,572    |   |   | 1,095,568      |  
|Professional                                                            |   | 420,027             |   |   | 450,626     |   |   | 575,899    |   |   | 2,923,286      |  
|Rent                                                                    |   | 43,925              |   |   | 49,642      |   |   | 25,934     |   |   | 233,132        |  
|Salaries and benefits                                                   |   | 543,256             |   |   | 166,404     |   |   | -          |   |   | 709,660        |  
|Shareholder and investor relations                                      |   | 248,868             |   |   | 414,883     |   |   | 164,874    |   |   | 2,671,865      |  
|Tax on assets                                                           |   | 25,207              |   |   | 69,635      |   |   | -          |   |   | 94,842         |  
|Transfer agent and filing                                               |   | 53,351              |   |   | 22,154      |   |   | 111,628    |   |   | 397,668        |  
|Travel                                                                  |   | 172,929             |   |   | 181,910     |   |   | 111,704    |   |   | 781,186        |  
|Write-down of mineral claims                                            |   | -                   |   |   | -           |   |   | -          |   |   | 408,496        |  
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Loss before interest income (expense)                                   |   | (7,970,065          | ) |   | (9,051,301  | ) |   | (5,167,893 | ) |   | (38,731,687    | )
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Interest income                                                         |   | 65,562              |   |   | 77,329      |   |   | 3,695      |   |   | 146,586        |  
|Interest expense                                                        |   | (1,328              | ) |   | (24,410     | ) |   | -          |   |   | (562,240       | )
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Net loss for the year before income
      taxes                         |   | (7,905,831          | ) |   | (8,998,382  | ) |   | (5,164,198 | ) |   | (39,147,341    | )
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Income tax expense                                                      |   | 22,119              |   |   | -           |   |   | -          |   |   | 22,119         |  
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Net loss for the period                                                 |   | 7,927,950           |   |   | (8,998,382  | ) |   | (5,164,198 | ) |   | (39,169,460    | )
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Other comprehensive (loss) income                                       |   |                     |   |   |             |   |   |            |   |   |                |  
|Unrealized gain (loss) on foreign exchange
      translation            |   | (44,182             | ) |   | 19,844      |   |   | -          |   |   | (24,338        | )
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Comprehensive loss for the period                                       |   |                     |   |   |             |   |   |            |   |   |                |  
|                                                                        | $ | (7,972,132          | ) | $ | (8,978,538  | ) | $ | (5,164,198 | ) | $ | (39,193,798    | )
|Net loss per
      share - basic and diluted                            | $ | (0.11               | ) | $ | (0.14       | ) | $ | (0.11      | ) |   |                |  
|                                                                        |   |                     |   |   |             |   |   |            |   |   |                |  
|Weighted
      average number of shares outstanding - basic and diluted |   | 71,669,755          |   |   | 64,974,694  |   |   | 47,632,874 |   |   |                |  

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

F-4

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIENCY)FOR THE CUMULATIVE PERIOD FROM INCEPTION, DECEMBER 31,
2001 TO JANUARY 31, 2013(Stated in U.S. Dollars)

|                                                      |  | Preferred Stock      |   |   |              |   |  |            |   |   |         |   |  |                |   |  |            |  |   |             |   |   |                   | 
|----------------------------------------------------- |  | -------------------- | - | - | ------------ | - |  | ---------- | - | - | ------- | - |  | -------------- | - |  | ---------- |  | - | ----------- | - | - | ----------------- | 
|                                                      |  | Series A Convertible |   |   | Common Stock |   |  |            |   |   |         |   |  |                |   |  |            | 
|                                                      |  |                      |   |   |              |   |  |            |   |   |         |   |  |                |   |  |            |  |   |             |   |   | Accumulated       | 
|                                                      |  |                      |   |   |              |   |  |            |   |   |         |   |  | **Additional** |   |  |            |  |   |             |   |   | Other             | 
|                                                      |  | Number of            |   |   | **Par**      |   |  | Number of  |   |   | Share   |   |  | Paid-in        |   |  | Shares     |  |   | Accumulated |   |   | **Comprehensive** | 
|                                                      |  | Shares               |   |   | Value        |   |  | Shares     |   |   | Capital |   |  | Capital        |   |  | Subscribed |  |   | Deficit     |   |   | Income (Loss)     | 
|                                                      |  |                      |   |   |              |   |  |            |   |   |         |   |  |                |   |  |            |  |   |             |   |   |                   | 
|Balance at December 21, 2001
      (inception)        |  | -                    |   | $ | -            |   |  | -          |   | $ | - $     |   |  | -              |   |  |            |  | $ | -           |   | $ | -                 | 
|Common stock issued for cash                          |  | -                    |   |   | -            |   |  | 9,620,000  |   |   | 9,620   |   |  | 87,780         |   |  | -          |  |   | -           |   |   | -                 | 
|Net loss for the period                               |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | -              |   |  | -          |  |   | (11,327     | ) |   | -                 | 
|Balance at January 31, 2002                           |  | -                    |   |   | -            |   |  | 9,620,000  |   |   | 9,620   |   |  | 87,780         |   |  | -          |  |   | (11,327     | ) |   | -                 | 
|Net loss for the year                                 |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | -              |   |  | -          |  |   | (58,694     | ) |   | -                 | 
|Balance at January 31, 2003                           |  | -                    |   |   | -            |   |  | 9,620,000  |   |   | 9,620   |   |  | 87,780         |   |  | -          |  |   | (70,021     | ) |   | -                 | 
|Net loss for the year                                 |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | -              |   |  | -          |  |   | (31,390     | ) |   | -                 | 
|Balance at January 31, 2004                           |  | -                    |   |   | -            |   |  | 9,620,000  |   |   | 9,620   |   |  | 87,780         |   |  | -          |  |   | (101,411    | ) |   | -                 | 
|Stock returned
      to treasury                      |  | -                    |   |   | -            |   |  | (4,600,000 | ) |   | (4,600  | ) |  | 4,600          |   |  | -          |  |   | -           |   |   | -                 | 
|Preferred stock issued for cash                       |  | 2,000                |   |   | 2            |   |  | -          |   |   | -       |   |  | 1,997,498      |   |  | -          |  |   | -           |   |   | -                 | 
|Stock
      issued to acquire wholly-owned subsidiary |  | -                    |   |   | -            |   |  | 833,333    |   |   | 833     |   |  | 32,500         |   |  | -          |  |   | -           |   |   | -                 | 
|Stock issued to acquire a
      mineral property      |  | -                    |   |   | -            |   |  | 833,333    |   |   | 834     |   |  | 32,500         |   |  | -          |  |   | -           |   |   | -                 | 
|Stock dividend                                        |  | -                    |   |   | -            |   |  | 13,373,332 |   |   | 13,373  |   |  | (13,373        | ) |  | -          |  |   | -           |   |   | -                 | 
|Stock issued for consulting fees                      |  | -                    |   |   | -            |   |  | 200,000    |   |   | 200     |   |  | 2,460          |   |  | -          |  |   | -           |   |   | -                 | 
|Net loss for the year                                 |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | -              |   |  | -          |  |   | (2,293,257  | ) |   | -                 | 
|Balance at January 31, 2005                           |  | 2,000                |   |   | 2            |   |  | 20,259,998 |   |   | 20,260  |   |  | 2,143,965      |   |  | -          |  |   | (2,394,668  | ) |   | -                 | 
|Conversion of
      preferred stock                   |  | (2,000               | ) |   | (2           | ) |  | 2,222,223  |   |   | 2,222   |   |  | (2,220         | ) |  | -          |  |   | -           |   |   | -                 | 
|Stock returned to treasury                            |  | -                    |   |   | -            |   |  | (4,749,998 | ) |   | (4,750  | ) |  | (58,417        | ) |  | -          |  |   | -           |   |   | -                 | 
|Common stock
      issued for cash                    |  | -                    |   |   | -            |   |  | 666,667    |   |   | 667     |   |  | 199,333        |   |  | -          |  |   | -           |   |   | -                 | 
|Stock-based compensation                              |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | 164,521        |   |  | -          |  |   | -           |   |   | -                 | 
|Non-cash
      interest                               |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | 333,333        |   |  | -          |  |   | -           |   |   | -                 | 
|Net loss for the year                                 |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | -              |   |  | -          |  |   | (1,478,308  | ) |   | -                 | 
|Balance at January 31,
      2006                     |  | -                    |   |   | -            |   |  | 18,398,890 |   |   | 18,399  |   |  | 2,780,515      |   |  | -          |  |   | (3,872,976  | ) |   | -                 | 
|Conversion of promissory note                         |  | -                    |   |   | -            |   |  | 833,333    |   |   | 833     |   |  | 249,167        |   |  | -          |  |   | -           |   |   | -                 | 
|Common stock
      issued for cash                    |  | -                    |   |   | -            |   |  | 1,534,500  |   |   | 1,535   |   |  | 1,532,965      |   |  | -          |  |   | -           |   |   | -                 | 
|Cost of issuing stock                                 |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | (78,750        | ) |  | -          |  |   | -           |   |   | -                 | 
|Common stock
      issued for services                |  | -                    |   |   | -            |   |  | 30,000     |   |   | 30      |   |  | 49,470         |   |  | -          |  |   | -           |   |   | -                 | 
|Exercise of stock options                             |  | -                    |   |   | -            |   |  | 200,000    |   |   | 200     |   |  | 49,800         |   |  | -          |  |   | -           |   |   | -                 | 
|Stock-based
      compensation                        |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | 477,592        |   |  | -          |  |   | -           |   |   | -                 | 
|Net loss for the year                                 |  | -                    |   |   | -            |   |  | -          |   |   | -       |   |  | -              |   |  | -          |  |   | (2,331,509  | ) |   | -                 | 

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

F-5

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIENCY)FOR THE CUMULATIVE PEROD FROM INCEPTION, DECEMBER 31,
2001 TO JANUARY 31, 2013(Stated in U.S. Dollars)

|(Continued)                                               | 
|--------------------------------------------------------- | 
|                                                          | 
|                                                          | 
|                                                          | 
|                                                          | 
|                                                          | 
|                                                          | 
|                                                          | 
|Balance at January 31, 2007                               | 
|Conversion of promissory note                             | 
|Common stock issued for
      cash                        | 
|Common stock issued for finders fee                       | 
|Cost of issuing stock                                     | 
|Common stock issued for services                          | 
|Exercise of warrants                                      | 
|Exercise of stock options                                 | 
|Stock-based compensation                                  | 
|Net loss for the year                                     | 
|Balance at January 31, 2008                               | 
|Common stock issued for cash                              | 
|Cost of issuing stock                                     | 
|Debt discount                                             | 
|Stock-based compensation                                  | 
|Net loss for the year                                     | 
|Balance at January 31, 2009                               | 
|Conversion of convertible debenture                       | 
|Equity component of
      convertible debenture converted | 
|Common stock issued for cash                              | 
|Cost of issuing stock                                     | 
|Exercise of warrants                                      | 
|Exercise of stock options                                 | 
|Stock-based compensation                                  | 
|Net loss for the year                                     | 
|Unrealized foreign exchange loss                          | 
|Balance at January 31, 2010                               | 
|Common stock issued for cash                              | 
|Exercise of stock options                                 | 
|Exercise of warrants                                      | 
|Shares subscribed                                         | 
|Stock-based compensation                                  | 
|Net loss for the year                                     | 
|Unrealized foreign exchange gain                          | 

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

F-6

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIENCY)FOR THE CUMULATIVE PEROD FROM INCEPTION, DECEMBER 31,
2001 TO JANUARY 31, 2013(Stated in U.S. Dollars)

|(Continued)                             |  |                           |  |   |              |  |  |            |  |   |            |   |   |             |   |   |            |   |   |             |   |   |                   |   |   |               |  
|--------------------------------------- |  | ------------------------- |  | - | ------------ |  |  | ---------- |  | - | ---------- | - | - | ----------- | - | - | ---------- | - | - | ----------- | - | - | ----------------- | - | - | ------------- | -
|                                        |  | **Preferred
      Stock** |  |   |              |  |  |            |  |   |            |   |   |             |   |   |            |   |   |             |   |   |                   |  
|                                        |  | **Series A Convertible**  |  |   | Common Stock |  |  |            |  |   |            |   |   |             |   |   |            |  
|                                        |  |                           |  |   |              |  |  |            |  |   |            |   |   |             |   |   |            |   |   |             |   |   | Accumulated       |   |   | Total         |  
|                                        |  | **Number**                |  |   |              |  |  |            |  |   |            |   |   | Additional  |   |   |            |   |   |             |   |   | Other             |   |   | Stockholders |  
|                                        |  | **of**                    |  |   | **Par**      |  |  | Number of  |  |   | Share      |   |   | Paid-in     |   |   | Shares     |   |   | Accumulated |   |   | **Comprehensive** |   |   | Equity        |  
|                                        |  | **Shares**                |  |   | **Value**    |  |  | Shares     |  |   | Capital    |   |   | Capital     |   |   | Subscribed |   |   | Deficit     |   |   | Income (Loss)     |   |   | (Deficiency)  |  
|                                        |  |                           |  |   |              |  |  |            |  |   |            |   |   |             |   |   |            |   |   |             |   |   |                   |   |   |               |  
|Balance at January 31, 2011             |  | -                         |  |   | -            |  |  | 56,587,922 |  |   | 56,588     |   |   | 28,327,108  |   |   | 104,380    |   |   | (22,243,128 | ) |   | -                 |   |   | 6,244,948     |  
|Common stock issued for cash            |  | -                         |  |   | -            |  |  | 8,700,000  |  |   | 10,120,058 |   |   | -           |   |   | -          |   |   | -           |   |   | -                 |   |   | 10,120,058    |  
|Warrants issued for
      cash          |  | -                         |  |   | -            |  |  | -          |  |   | -          |   |   | 54,377      |   |   | -          |   |   | -           |   |   | -                 |   |   | 54,377        |  
|Cost of issuing stock                   |  | -                         |  |   | -            |  |  | -          |  |   | (1,109,591 | ) |   | 124,343     |   |   | -          |   |   | -           |   |   | -                 |   |   | (985,248      | )
|Cost of issuing
      warrants for cash |  | -                         |  |   | -            |  |  | -          |  |   | -          |   |   | (9,589      | ) |   | -          |   |   | -           |   |   | -                 |   |   | (9,589        | )
|Exercise of stock options               |  | -                         |  |   | -            |  |  | 1,242,500  |  |   | 251,080    |   |   | 301,620     |   |   | -          |   |   | -           |   |   | -                 |   |   | 552,700       |  
|Exercise of warrants                    |  | -                         |  |   | -            |  |  | 4,906,895  |  |   | 773,728    |   |   | 1,680,370   |   |   | (104,380   | ) |   | -           |   |   | -                 |   |   | 2,349,718     |  
|Reallocation upon re-domicile           |  | -                         |  |   | -            |  |  | -          |  |   | 25,131,164 |   |   | (25,131,164 | ) |   | -          |   |   | -           |   |   | -                 |   |   | -             |  
|Stock-based
      compensation          |  | -                         |  |   | -            |  |  | -          |  |   | -          |   |   | 647,382     |   |   | -          |   |   | -           |   |   | -                 |   |   | 647,382       |  
|Net loss for the year                   |  | -                         |  |   | -            |  |  | -          |  |   | -          |   |   | -           |   |   | -          |   |   | (8,998,382  | ) |   | -                 |   |   | (8,998,382    | )
|Foreign currency translation gain       |  | -                         |  |   | -            |  |  | -          |  |   | -          |   |   | -           |   |   | -          |   |   | -           |   |   | 19,844            |   |   | 19,844        |  
|Balance at January 31, 2012             |  |                           |  |   |              |  |  | 71,437,317 |  |   | 35,223,027 |   |   | 5,994,447   |   |   |            |   |   | (31,241,510 | ) |   | 19,844            |   |   | 9,995,808     |  
|                                        |  |                           |  |   |              |  |  |            |  |   |            |   |   |             |   |   |            |   |   |             |   |   |                   |   |   |               |  
|Exercise of stock options               |  | -                         |  |   | -            |  |  | 240,000    |  |   | 81,600     |   |   | -           |   |   | -          |   |   | -           |   |   | -                 |   |   | 81,600        |  
|Stock-based
      compensation          |  | -                         |  |   | -            |  |  | -          |  |   | -          |   |   | 883,210     |   |   | -          |   |   | -           |   |   | -                 |   |   | 883,210       |  
|Net loss for the year                   |  | -                         |  |   | -            |  |  | -          |  |   | -          |   |   | -           |   |   | -          |   |   | (7,927,950  | ) |   | -                 |   |   | (7,927,950    | )
|Foreign currency translation (loss)     |  | -                         |  |   | -            |  |  | -          |  |   | -          |   |   | -           |   |   | -          |   |   | -           |   |   | (44,182           | ) |   | (44,182       | )
|                                        |  |                           |  |   |              |  |  |            |  |   |            |   |   |             |   |   |            |   |   |             |   |   |                   |   |   |               |  
|Balance at January 31, 2013             |  | -                         |  | $ | -            |  |  | 71,677,317 |  | $ | 35,304,627 |   | $ | 6,877,657   |   | $ | -          |   | $ | (39,169,460 | ) | $ | (24,338           | ) | $ | 2,988,486     |  

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

F-7

---

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

|                                                                                              |   | For the Years Ended |   |   | From December 21,       |  
|--------------------------------------------------------------------------------------------- | - | ------------------- | - | - | ----------------------- | -
|                                                                                              |   | January 31,         |   |   | **2001 (Inception) to** |  
|                                                                                              |   | 2013                |   |   | 2012                    |  
|                                                                                              |   |                     |   |   |                         |  
|Cash flows used in operating
      activities                                                 |   |                     |   |   |                         |  
|Net loss for the period                                                                       | $ | (7,927,950          | ) | $ | (8,998,382              | )
|Adjustments to reconcile
      net loss to net cash used
      in       operating activities: |   |                     |   |   |                         |  
|Depreciation                                                                                  |   | 65,760              |   |   | 29,627                  |  
|Stock-based compensation                                                                      |   | 883,210             |   |   | 647,382                 |  
|Debt
      discount                                                                           |   | -                   |   |   | -                       |  
|Shares issued to acquire mineral properties                                                   |   | -                   |   |   | -                       |  
|Shares
      issued in payment of bonus                                                       |   | -                   |   |   | -                       |  
|Non-cash interest                                                                             |   | -                   |   |   | -                       |  
|Write-down
      of mineral claims                                                            |   | -                   |   |   | -                       |  
|Changes in operating assets
      and liabilities                                             |   |                     |   |   |                         |  
|Receivables                                                                                   |   | 33,736              |   |   | (33,991                 | )
|Prepaid expenses
      and deposits                                                           |   | 12,228              |   |   | (28,036                 | )
|Accounts payable and accrued
      liabilities                                                |   | (180,439            | ) |   | 151,163                 |  
|Due to related parties                                                                        |   | (14,786             | ) |   | (218,881                | )
|                                                                                              |   |                     |   |   |                         |  
|Net cash used in operating activities                                                         |   | (7,128,241          | ) |   | (8,451,118              | )
|                                                                                              |   |                     |   |   |                         |  
|Cash flows used in investing
      activities                                                 |   |                     |   |   |                         |  
|Acquisition of mineral property
      interests                                               |   | -                   |   |   | -                       |  
|Acquisition of
      surface rights to mineral property                                       |   | -                   |   |   | -                       |  
|Purchase of short-term
      investments                                                      |   | -                   |   |   | (4,109,097              | )
|Redemption of
      short-term investments                                                    |   | -                   |   |   | 4,109,097               |  
|Acquisition of equipment                                                                      |   | (38,899             | ) |   | (363,682                | )
|                                                                                              |   |                     |   |   |                         |  
|Net
      cash used in investing activities                                                   |   | (38,899             | ) |   | (363,682                | )
|                                                                                              |   |                     |   |   |                         |  
|Cash flows from financing activities                                                          |   |                     |   |   |                         |  
|Issuance of
      convertible debentures                                                      |   | -                   |   |   | -                       |  
|Issuance of promissory notes                                                                  |   | -                   |   |   | -                       |  
|Repayment of
      promissory notes                                                           |   | -                   |   |   | -                       |  
|Proceeds from issuance of
      capital stock                                                 |   | 81,600              |   |   | 12,082,016              |  
|Proceeds from shares subscribed                                                               |   | -                   |   |   | -                       |  
|                                                                                              |   |                     |   |   |                         |  
|Net cash provided by financing activities                                                     |   | 81,600              |   |   | 12,082,016              |  
|                                                                                              |   |                     |   |   |                         |  
|Effects of foreign currency exchange on cash                                                  |   | (46,625             | ) |   | 22,729                  |  
|                                                                                              |   |                     |   |   |                         |  
|(Decrease) increase in cash during the
      period                                           |   | (7,132,165          | ) |   | 3,289,945               |  
|                                                                                              |   |                     |   |   |                         |  
|Cash and cash equivalents, beginning of period                                                |   | 9,249,307           |   |   | 5,959,362               |  
|                                                                                              |   |                     |   |   |                         |  
|Cash and cash equivalents, end of period                                                      | $ | 2,117,142           |   | $ | 9,249,307               |  
|                                                                                              |   |                     |   |   |                         |  
|Supplemental
      disclosures                                                                |   |                     |   |   |                         |  
|Cash paid (received) during the period for:                                                   |   |                     |   |   |                         |  
|Taxes                                                                                         | $ | 48,818              |   | $ | 3,180                   |  
|Interest                                                                                      | $ | (69,513             | ) | $ | (71,577                 | )
|                                                                                              |   |                     |   |   |                         |  
|Non-cash financing transactions:                                                              |   |                     |   |   |                         |  
|Conversion of convertible
      debenture into common stock                                   | $ | -                   |   | $ | -                       |  
|Stock based compensation on issuance of
      brokers warrants                                | $ | -                   |   | $ | -                       |  
|Notes and accrued interest converted to
      common stock                                    | $ | -                   |   | $ | -                       |  

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

F-8

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 1  ORGANIZATION AND NATURE OF OPERATIONS

Nature of Operations

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

Prior to the re-domicile there was a par value of $0.01 per
share on the Company's common stock. In the Company's new jurisdiction, there is
no par value on the Company's common stock and management has reclassified
$25,131,164 on the issuance of common stock that was originally credited to
additional paid in capital to common stock.

The Company has one wholly-owned subsidiary, SCRN Properties
Ltd. (SCRN). SCRN Properties was originally formed as a Delaware corporation
on February 13, 2004 and on June 3, 2011, it moved its jurisdiction of domicile
from the State of Delaware to the State of Nevada; and on June 8, 2011, it moved
its jurisdiction of domicle from the State of Nevada to the Province of British
Columbia, Canada. SCRN was formed for the purpose of acquiring and exploring
natural resource properties in Argentina.

Exploration Stage

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

Basis of Presentation and Principles of
Consolidation

These consolidated financial statements are presented in United
States dollars and have been prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP). Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of consolidated financial statements involves the use of
estimates which have been made using careful judgment.

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

F-9

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Basis of Presentation and Principles of Consolidation,
  continued

These consolidated financial statements include the financial
statements of Argentex and SCRN. All significant intercompany balances and
transactions have been eliminated from the consolidated financial results.

Comparative Figures

Certain prior period amounts in the consolidated financial
statements and notes thereto have been reclassified to conform to the current
periods presentation. Expenses of $58,762 recorded as consulting fees during
the year ended January 31, 2012 were reclassified to mineral property interests
expense, with no change to the Companys reported loss.

Use of Estimates

The preparation of the Company's consolidated financial
statements requires the Company to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the related disclosures at
the date of the consolidated financial statements and the reported amounts of
expenses during the reporting period. The more significant areas requiring the
use of managements estimates and assumptions relate to indications of
impairment for mineral property interests; valuation allowances for deferred tax
assets; and estimates with respect to assumptions regarding stock-based
compensation expense. The Company bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances. Actual results may differ significantly from these estimates.

Foreign Currency

The functional currency of an entity is the currency of the
primary economic environment in which the entity operates. The functional
currency of the Company is the Canadian dollar (CDN$). The functional currency
of SCRN is the U.S. dollar (US$).

The accounts of the Company are translated into our reporting
currency, the U.S. dollar as follows:

|a) | all of the assets and liabilities are translated at the
      rate of exchange in effect on the date of the balance sheets;                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                     
|b) | revenue and expenses are translated at the exchange rate
      approximating those in effect on the date of the transactions;
  and                                 
|   |                                                                                                                                                                     
|c) | exchange gains and losses arising from translation are
      included in accumulated other comprehensive income/loss, which is a
      separate component of equity.

Monetary assets and liabilities denominated in foreign
currencies are translated using period end foreign currency exchange rates and
expenses are translated using average foreign currency exchange rates during the
reporting periods in which the expenses were transacted. Non-monetary assets and
liabilities are translated at their historical foreign currency exchange rates.
Gains and losses resulting from foreign exchange transactions are included in
the determination of net income/loss for the period.

F-10

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

Fair Value Measurements

FASB ASC topic 820 establishes a three-level valuation
hierarchy for classification of fair value measurements. The valuation hierarchy
is based upon the transparency of inputs to the valuation of an asset or
liability as of the measurement date. Inputs refer broadly to the assumptions
that market participants would use in pricing an asset or liability. Inputs may
be observable or unobservable. Observable inputs are inputs that reflect the
assumptions market participants would use in pricing the asset or liability
developed based on market data obtained from independent sources. Unobservable
inputs are inputs that reflect our own assumptions about the assumptions market
participants would use in pricing the asset or liability developed based on the
best information available in the circumstances. The three-tier hierarchy of
inputs is summarized below:

- Level 1  Valuation is based upon quoted prices (unadjusted) for identical
  assets or liabilities in active markets.
- Level 2  Valuation is based upon quoted prices for similar assets and
  liabilities in active markets, or other inputs that are observable for the
  asset or liability, either directly or indirectly, for substantially the full
  term of the financial instrument.
- Level 3  Valuation is based upon other unobservable inputs that are
  significant to the fair value measurement.

The classification of assets and liabilities within the
valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement in its entirety.

Cash and Cash Equivalents, and Short-term
Investments

The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents and investments
with initial maturities of more than three months to be short-term investments.
The following tables summarize the Companys financial assets adjusted cost,
unrealized gains and fair value by significant investment category recorded as
cash and cash equivalents as of January 31, 2013 and January 31, 2012:

|January 31, 2013
|----------------

Adjusted Cost
    Unrealized 
      Gains
    Fair Value
    Cash and 
      Cash
      EquivalentsLevel 1:
    Cash
    $
      2,116,467
    $
      675
    $
      2,117,142
    $
      2,117,142


|January 31, 2012
|----------------

Adjusted Cost
    Unrealized 
      Gains
    Fair Value
    Cash and 
      Cash
      EquivalentsLevel 1:
    Cash
    $
      9,246,422
    $
      2,885
    $
      9,249,307
    $
      9,249,307


The Companys cash equivalent instruments are classified within
Level 1 of the fair value hierarchy because they are valued using quoted market
prices. The Company had no transfers between level 1 and level 2 during the
year.

F-11

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

Property, Plant and Equipment

Equipment is recorded at cost and depreciated using the
declining balance method over their estimated useful lives at 20% for furniture,
fixtures and exploration equipment and 30% for computer equipment. Buildings are
recorded at cost and depreciated using the straight line method over their
estimated useful lives of 10 years.

Impairment of Long-Lived Assets

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

Mineral Property Interests

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

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

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

Title to mineral properties involves certain inherent risks due
to the difficulties of determining the validity of permits and the potential for
problems arising from government conveyance accuracy, prior unregistered
agreements or transfers, indigenous land claims, confirmation of physical
boundaries, and title may be affected by undetected defects. The Company does
not carry title insurance. The Company has evaluated title to all of its mineral
properties and believes, to the best of its knowledge, that evidence of title is
adequate and acceptable given the current stage of exploration.

F-12

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

Asset Retirement Obligations

The Company records the fair value of estimated asset
retirement obligations (AROs) associated with tangible long-lived assets once
there is a legal obligation to settle under existing or enacted law, statute,
written or oral contract or by legal construction. These obligations, which are
initially estimated based on discounted cash flow estimates, are accreted to
full value over time through charges to operations. In addition, asset
retirement costs (ARCs) would be capitalized as part of the related assets
carrying value and are depreciated (primarily on a unit-of-production basis)
over the assets respective useful life. Reclamation costs for future
remeditation will be recognized as an ARO and a related ARC in the period when
an ARO arises. Changes in regulations or laws, any instances of non-compliance
with laws or regulations that result in fines, or any unforeseen environmental
contamination could result in a material impact to the amounts charged to
earnings for reclamation and remediation. Significant judgments and estimates
are made when estimating the fair value of AROs. Expected cash flows relating to
AROs could occur over long periods of time and the assessment of the extent of
environmental remediation work is highly subjective. Considering all of these
factors that go into the determination of an ARO, the fair value of the AROs can
materially change over time.

Income Taxes

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

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

In the unlikely event that an uncertain tax position exists in
which the Company could incur income taxes, the Company would evaluate whether
there is a probability that the uncertain tax position taken would be sustained
upon examination by the taxing authorities. Reserves for uncertain tax position
would then be recorded if the Company determined it is probable that a position
would not be sustained upon examination or if a payment would have to be made to
a taxing authority and the amount is reasonably estimable. As of January 31,
2013, management of the Company does not believe it has any uncertain tax
positions that would result in the Company having a liability to the taxing
authorities. However, as a result of the Companys change in its corporate
jurisdiction from the United States to Canada, management of the Company
believes that it may encounter certain uncertain tax positions as follows:

F-13

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

United States Federal Income Tax Consequences

The change in the Companys corporate jurisdiction for U.S.
federal income tax purposes is treated as the transfer of the assets from the
United States to Canada. The Company has recognized a gain on the assets held by
it at the time of the change in its corporate jurisdiction to the extent that
the fair market value of the transferred assets exceeded their respective
accounting values. The calculation of the gain was made separately for each
asset held by the Company. The determination of fair market value was estimated
by the Companys management and is subject to review by U.S. tax authorities. In
addition, the Company may still be treated as a U.S. corporation and taxed on
its worldwide income and/or classified as a passive foreign investment
company.

Canadian Federal Income Tax Consequences

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

As at January 31, 2013, the Company had net operating loss
carry forwards; however, due to the uncertainty of realization, the Company has
provided a full valuation allowance for the potential deferred tax assets
resulting from these losses carry forwards.

Basic and Diluted Net Loss per Common Share

Basic net loss per share includes no potential dilution and is
computed by dividing the net loss attributable to common stockholders by the
weighted average number of shares of common stock outstanding for the period.
Diluted net loss per share reflects the potential dilution of securities that
could share in the loss of the Company. The 22,686,706 common shares potentially
issuable on the exercise of stock options and warrants were not included in the
calculation of weighted average number of shares outstanding because the effect
is anti-dilutive. Accordingly, diluted net loss per share is equal to basic net
loss per share.

Other Comprehensive Income/Loss

Other comprehensive income/loss reflects changes in equity that
result from transactions and economic events from non-owner sources.

F-14

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

Stock Based Compensation

The Company follows ASC 718, Compensation - Stock
Compensation, which addresses the accounting for stock based payment
transactions, requiring such transactions to be accounted for using the fair
value method. Awards of shares for property or services are recorded at the more
readily measurable of the fair value of the stock and the fair value of the
preparation service. The Company uses the Black-Scholes option-pricing model to
determine the grant date fair-value of stock based awards under ASC 718. The
fair value is recorded in expenses depending on the terms and conditions of the
award, and the nature of the relationship of the recipient of the award to the
Company. The Company records the grant date fair value in expenses in line with
the period over which it was earned. For employees and management this is
typically considered to be the vesting period of the award. For consultants the
fair value of the award is recorded in expenses over the term of the service
period, and unvested amounts are revalued at each reporting period over the
service period. The Company estimates the expected forfeitures and updates the
valuation accordingly.

Recent Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update
(ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts
Reclassified Out of Accumulated Other Comprehensive Income. The updated
guidance requires expanded disclosures for amounts reclassified out of
accumulated other comprehensive income by component. The guidance requires the
presentation of amounts reclassified out of accumulated other comprehensive
income by the respective line items of net income but only if the amount
reclassified is required under GAAP to be reclassified to net income in its
entirety in the same reporting period. For other amounts that are not required
under GAAP to be reclassified in their entirety to net income, a cross-reference
to other disclosures that provide additional detail about those amounts is
required. The guidance is to be applied prospectively for reporting periods
beginning after December 15, 2012. Accordingly, the Company will adopt ASU No.
2013-02 commencing February 1, 2013. The new guidance affects disclosures only
and will have no impact on the Company's results of operations or financial
position.

In October 2012, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) 2012-04, ''Technical
Corrections and Improvements". The amendments in this update cover a wide
range of Topics in the Accounting Standards Codification. These amendments
include technical corrections and improvements to the Accounting Standards
Codification and conforming amendments related to fair value measurements. The
amendments in this update will be effective for fiscal periods beginning after
December 15, 2012. We will adopt ASU 2012-02 effective February 1, 2013 however
we do not expect such adoption to have a material impact on our financial
position or results of operations.

In August 2012, the FASB issued ASU 2012-03, "Technical
Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs
Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments
Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting
Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No.
2012-03. This update amends various SEC paragraphs pursuant to the issuance of
SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material
impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, "Intangibles -
Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for
Impairment" in Accounting Standards Update No. 2012-02. This update amends
ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing
Indefinite-Lived Intangible Assets for Impairment and permits an entity first to
assess qualitative factors to determine whether it is more likely than not that
an indefinite-lived intangible asset is impaired as a basis for determining
whether it is necessary to perform the quantitative impairment test in
accordance with Subtopic 350-30, Intangibles Goodwill and Other General
Intangibles Other than Goodwill. The amendments are effective for annual and
interim impairment tests performed for fiscal years beginning after September
15, 2012. Early adoption is permitted, including for annual and interim
impairment tests performed as of a date before July 27, 2012, if a public
entity's financial statements for the most recent annual or interim period have
not yet been issued or, for non-public entities, have not yet been made
available for issuance. We will adopt ASU 2012-02 effective February 1, 2013
however we do not expect such adoption to have a material impact on our
financial position or results of operations.

F-15

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued

Recent Accounting Pronouncements, continued

In November 2011, ASC guidance was issued related to
disclosures about offsetting assets and liabilities. The new standard requires
disclosures to allow investors to better compare financial statements prepared
under U.S. GAAP with financial statements prepared under IFRS. The update is
effective for the Companys fiscal year beginning February 1, 2013, and interim
periods within those annual periods. Retrospective application is required. In
January 2013, ASC guidance was issued to clarify that the disclosure
requirements are limited to derivatives, repurchase agreements, and securities
lending transactions to the extent that they are (i) offset in the financial
statements or (ii) subject to an enforceable master netting arrangement or
similar agreement. The Company does not expect the updated guidance to have an
impact on the consolidated financial position, results of operations or cash
flows.

NOTE 3  GOING CONCERN

These consolidated financial statements have been prepared
using accounting principles generally accepted in the United States of America
applicable to a going concern, which implies the Company will continue to
realize its assets and discharge its liabilities in the normal course of
business. However, although the Company has working capital of $1,752,179, it
has a history of operating losses since its inception in 2001, and has an
accumulated deficit of $39,169,460. The Company has not generated any revenues
from mineral sales since inception, has never paid any dividends and is unlikely
to pay dividends or generate significant earnings in the immediate or
foreseeable future.

The continuation of the Company as a going concern is dependent
upon the continued financial support of its shareholders, the ability of the
Company to obtain financing and the attainment of profitable operations, or the
sale, option or joint venture of one or more of the Companys resource
properties. The Companys ability to achieve and maintain profitability and
positive cash flows is dependent upon its ability to locate profitable mineral
properties, generate revenues from mineral production and control production
costs. Based upon its current plans, the Company expects to incur operating
losses in future periods. The Company plans to obtain sufficient working capital
to execute its business plans through additional equity or new strategic
relationships. There is no assurance that the Company will be able to generate
significant revenues in the future or be successful with any financing
ventures.

These factors cast substantial doubt on the Companys ability
to continue as a going concern. Accordingly, the consolidated financial
statements do not give any effect to any adjustments that would be necessary
should the Company be unable to continue as a going concern and therefore be
required to realize its assets and discharge its liabilities in other than the
normal course of business and at amounts different from those reflected in the
accompanying consolidated financial statements.

F-16

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 4  PROPERTY, PLANT AND EQUIPMENT

|                         |   | January 31, 2013 | 
|------------------------ | - | ---------------- | 
|                         |   |                  | 
|                         |   | Cost             | 
|                         |   |                  | 
|Buildings                | $ | 294,961          | 
|Equipment                |   | 183,407          | 
|Furniture and fixtures   |   | 19,185           | 
|Computer
      equipment |   | 56,697           | 
|                         | $ | 554,250          | 

|                       |   | January 31, 2012 | 
|---------------------- | - | ---------------- | 
|                       |   |                  | 
|                       |   | Cost             | 
|                       |   |                  | 
|Buildings              | $ | 294,961          | 
|Equipment              |   | 155,376          | 
|Furniture and fixtures |   | 19,185           | 
|Computer equipment     |   | 45,829           | 
|                       | $ | 515,351          | 

NOTE 5  MINERAL PROPERTY INTERESTS

|a) | Pinguino Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Pursuant to the terms of a mineral property option
      agreement, dated February 24, 2004, between the Company and an affiliate
      of an ex-director, the Company purchased a 100% interest in a mineral
      property located in the Santa Cruz Province of the Republic of Argentina,
      known as the Pinguino Property.The agreement also provides for an
      area of interest such that, in the event that the optionor records any
      property claims within five (5) kilometers of the boundaries of the
      property, such claims will become subject to the mineral property option
      agreement.                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | To acquire the property the Company made the following
      payments: approximately $43,710 (CDN$50,000) on or before July 1, 2004
      (paid); approximately $65,565 (CDN$75,000) on or before July 1, 2005
      (paid); approximately $87,420 (CDN$100,000) on or before July 1, 2006
      (paid); approximately $87,420 (CDN$100,000) on or before July 1, 2007
      (paid); and approximately $109,275 (CDN$125,000) on or before July 1, 2008
      (paid). The Company wrote off the acquisition costs in a prior year. The
      agreement is subject to a 2% net smelter royalty. The Company has the
      right at any time up to 60 days after commencement of commercial
      production to repurchase either one-half of the royalty for approximately
      $1,000,000 (CDN$1,000,000) or all of the royalty for approximately
      $2,000,000 (CDN$2,000,000).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On December 10, 2010, the Company entered into an
      agreement with a land owner whereby the Company purchased surface rights
      to the major portion of the property, known as El Piche, for $815,000. The
      Company completed this acquisition on December 17,
2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-17

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 5  MINERAL PROPERTY INTERESTS, continued

|b) | Condor Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Pursuant to the terms of a mineral property acquisition
      agreement, dated February 20, 2004, between the Company and an affiliate
      of an ex-director, the Company paid approximately $7,528 (CDN$10,000) to
      acquire a 100% interest in certain mineral claims located in the Santa
      Cruz Province of the Republic of Argentina, known as the Condor
      Property,subject to a 2% net smelter return royalty in favor of an
      ex-director. The Company wrote off the acquisition costs in a prior year.
      The Company has the right to repurchase either one-half of the royalty for
      approximately $1,000,000 (CDN$1,000,000) or all of the royalty for
      $2,000,000 (CDN$2,000,000).                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|c) | Contreras, other Santa Cruz and Rio Negro
      Projects                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Pursuant to the terms of a Mineral Property Acquisition
      Agreement, dated February 24, 2004, between the Company and an affiliate
      of an ex-director of the Company, the Company acquired mineral claims
      located in the Santa Cruz Province of the Republic of Argentina, then
      known as the Dyakowski Propertyfor total consideration of 833,333
      common shares of the Company (subsequently increased, as a result of a
      stock dividend, to 2,499,999). The shares have been issued and were
      subject to an Escrow Agreement dated March 2, 2004.                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On June 30, 2005, the Company entered into an amending
      agreement whereby the Company amended the Escrow Agreement. This amending
      agreement was restated August 8, 2005 whereby the Company agreed to
      release the 4,999,998 shares of its common stock that were being held in
      escrow. Of the 4,999,998 released shares, 4,749,998 of these shares were
      returned to treasury and cancelled and 250,000 of these shares were
      released to an ex-director of the Company for the transfer of the mineral
      claims to the Company.                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In addition, pursuant to the terms of a Share Purchase
      Agreement, dated February 24, 2004, between the Company and an affiliate
      of an ex-director of the Company, the Company acquired a 100% interest in
      SCRN Properties Ltd. (SCRN), a Delaware corporation, the sole asset of
      which consisted of mineral claims located in the Rio Negro Province of the
      Republic of Argentina, known as the SCRN Property, for total
      consideration of 833,333 common shares of the Company (subsequently
      increased, as a result of a stock dividend, to 2,499,999). The shares have
      been issued and were subject to an Escrow Agreement dated March 2,
      2004.                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Pursuant to the terms of a mineral property acquisition
      agreement, dated February 20, 2004, between the Company and an affiliate
      of an ex-director, the Company paid approximately $7,528 (CDN$10,000) to
      acquire a 100% interest in mineral claims located in the Santa Cruz and
      Rio Negro Provinces of the Republic of Argentina, known as the Storm
      Cat Property.Subsequent to acquisition of these properties, the
      Company has accounted for expenditures by province. The Company wrote off
      the acquisition costs in a prior year.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|d) | British Columbia Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On June 7, 2010, the Company acquired a group of three
      contiguous mineral tenures known as the Clapperton Property, covering an
      aggregate of approximately 825 hectares of land located in south central
      British Columbia, Canada, approximately 25 kilometers northeast of the
      town of Merritt, British Columbia. The total purchase amount was $324. On
      May 25, 2011, the Company made a cash-in-lieu payment of approximately
      $3,781 (CDN$3,632) which advances the expiry date of the three mineral
      tenures to June 7, 2012. On May 31, 2012, the Company made a cash-in-lieu
      payment of approximately $4,067 (CDN$4,201) which advances the expiry date
      of the three mineral tenures to June 7, 2013.

F-18

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 5  MINERAL PROPERTY INTERESTS, continued

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

|                                               |   |             |  |   |                       |  |   |            |  |   | December   | 
|---------------------------------------------- | - | ----------- |  | - | --------------------- |  | - | ---------- |  | - | ---------- | 
|                                               |   | Years       |  |   | 21, 2001              | 
|                                               |   | Ended       |  |   | (Inception) to        | 
|                                               |   | January 31, |  |   | January 31,           | 
|                                               |   | 2013        |  |   | 2012                  |  |   | 2011       |  |   | 2013       | 
|                                               |   |             |  |   |                       |  |   |            |  |   |            | 
|Pinguino Project:                              |   |             |  |   |                       |  |   |            |  |   |            | 
|Assaying, testing and analysis                 | $ | 178,337     |  | $ | 256,359               |  | $ | 147,444    |  | $ | 1,150,093  | 
|Camp, salaries and supplies                    |   | 1,841,027   |  |   | 1,674,527             |  |   | 601,174    |  |   | 5,751,273  | 
|Claim maintenance                              |   | 31,243      |  |   | 59,626                |  |   | 28,602     |  |   | 137,859    | 
|Drilling                                       |   | 1,680,359   |  |   | 3,020,527             |  |   | 1,443,459  |  |   | 10,312,761 | 
|Engineering                                    |   | 666,707     |  |   | 330,095               |  |   | 131,160    |  |   | 1,127,962  | 
|Environmental                                  |   | 35,518      |  |   | 139,647               |  |   | -          |  |   | 175,165    | 
|Geological and geophysical                     |   | 281,229     |  |   | 261,902               |  |   | 230,050    |  |   | 1,587,268  | 
|Metallurgical                                  |   | 264,543     |  |   | 1,064                 |  |   | 69,437     |  |   | 335,044    | 
|Travel and accommodation                       |   | 35,736      |  |   | 94,693                |  |   | 48,940     |  |   | 307,325    | 
|                                               |   | 5,014,699   |  |   | 5,838,440             |  |   | 2,700,266  |  |   | 20,884,750 | 
|Condor Project:                                |   |             |  |   |                       |  |   |            |  |   |            | 
|Camp and field supplies                        |   | 8,260       |  |   | 26,097                |  |   | -          |  |   | 34,555     | 
|Claim maintenance                              |   | 12,435      |  |   | 18,858                |  |   | -          |  |   | 38,821     | 
|Geological and geophysical                     |   | 15,712      |  |   | 90,615                |  |   | -          |  |   | 110,512    | 
|                                               |   | 36,407      |  |   | 135,570               |  |   | -          |  |   | 183,888    | 
|Contreras and other Santa Cruz
      Projects: |   |             |  |   |                       |  |   |            |  |   |            | 
|Assaying, testing and analysis                 |   | -           |  |   | -                     |  |   | 60,247     |  |   | 60,247     | 
|Camp and field supplies                        |   | 5,013       |  |   | 1,548                 |  |   | 169,916    |  |   | 176,477    | 
|Claim maintenance                              |   | 12,646      |  |   | -                     |  |   | -          |  |   | 34,497     | 
|Environmental                                  |   | 4,900       |  |   | -                     |  |   | -          |  |   | 4,900      | 
|Geological and geophysical                     |   | 248         |  |   | 98,129                |  |   | 33,830     |  |   | 132,207    | 
|Travel and accommodation                       |   | -           |  |   | -                     |  |   | 28,814     |  |   | 28,814     | 
|                                               |   | 22,807      |  |   | 99,677                |  |   | 292,807    |  |   | 437,142    | 
|Rio Negro Project:                             |   |             |  |   |                       |  |   |            |  |   |            | 
|Assaying, testing and analysis                 |   | 496         |  |   | -                     |  |   | -          |  |   | 496        | 
|Camp and field supplies                        |   | 13,476      |  |   | -                     |  |   | -          |  |   | 65,312     | 
|Claim maintenance                              |   | 54,301      |  |   | 8,499                 |  |   | -          |  |   | 69,908     | 
|Geological and geophysical                     |   | 602         |  |   | -                     |  |   | -          |  |   | 40,435     | 
|Travel and
      accommodation                 |   | 818         |  |   | -                     |  |   | 303        |  |   | 10,735     | 
|                                               |   | 69,693      |  |   | 8,499                 |  |   | 303        |  |   | 186,886    | 
|                                               |   |             |  |   |                       |  |   |            |  |   |            | 
|British Columbia Claims and
      other:       |   | 4,067       |  |   | 3,781                 |  |   | 324        |  |   | 39,577     | 
|                                               | $ | 5,147,673   |  | $ | 6,085,967 $ 2,993,700 |  | $ | 21,732,243 | 

F-19

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 6  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

|                                   |   | Year     |  |   | Year     | 
|---------------------------------- | - | -------- |  | - | -------- | 
|                                   |   | Ended    |  |   | Ended    | 
|                                   |   | January  |  |   | January  | 
|                                   |   | 31, 2013 |  |   | 31, 2012 | 
|                                   |   |          |  |   |          | 
|Accounts payable                   | $ | 244,741  |  | $ | 455,012  | 
|Accrued liabilities                |   | 114,330  |  |   | 78,636   | 
|Accrued taxes and related interest |   | 82,567   |  |   | 88,429   | 
|                                   | $ | 441,638  |  | $ | 622,077  | 

NOTE 7 - RELATED PARTY TRANSACTIONS

A summary of director and officer compensation for the years
ended January 31, 2013, 2012 and 2011 is as follows:

|                                        |   | 2013      |  |   | 2012      |  |   | 2011      | 
|--------------------------------------- | - | --------- |  | - | --------- |  | - | --------- | 
|Salaries and benefits                   | $ | 161,199   |  | $ | -         |  | $ | -         | 
|Consulting                              |   | 555,685   |  |   | 685,521   |  |   | 502,265   | 
|Director fees                           |   | 24,797    |  |   | 26,205    |  |   | -         | 
|Stock-based
      compensation (Note 8) |   | 374,535   |  |   | 431,949   |  |   | 509,408   | 
|                                        |   |           |  |   |           |  |   |           | 
|                                        | $ | 1,116,216 |  | $ | 1,143,675 |  | $ | 1,011,673 | 

As at January 31, 2013 the Company owed directors and officers
$13,639 (2012 - $28,425). All balances owing were unsecured, non-interest
bearing and had no fixed terms of repayment.

Details of the related party transactions and balances, are as
follows:

|a) | During the year ended January 31, 2013, the Company paid
      or accrued consulting fees of $nil (2012 - $3,594; 2011  $43,998) and
      recorded stock based compensation of $nil (2012 - $nil; 2011 - $71,199) to
      a former officer of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|b) | During the year ended January 31, 2013 the Company paid
      consulting fees of $nil (2012 - $373,696; 2011  $359,416) and recorded
      stock based compensation of $nil (2012 - $1,560; 2011 - $29,226) to a
      company owned by a fomer President of the Company. The 2012 fees included
      severance of approximately $225,000 (CDN$225,000) and the 2011 consulting
      fees included a discretionary cash bonus of approximately $200,000
      (CDN$200,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|c) | On January 7, 2011 the Company entered into a one year
      consulting agreement with a company controlled by the Companys Chief
      Financial Officer whereby it agreed to pay a consulting fee for services
      ordinarily provided by a Chief Financial Officer of approximately $12,500
      (CDN$12,500) per month plus sales tax. In addition, on January 7, 2011 the
      Company granted stock options pursuant to its 2007 Stock Option Plan to
      the Companys Chief Financial Officer to purchase an aggregate of 150,000
      shares of the Companys common stock at an exercise price of $0.80 per
      share, for a three (3) year term expiring January 7, 2014. During March, 2012,
      pursuant to Board approval, the Company paid this company a discretionary
      cash bonus of approximately $10,000 (CDN$10,000) plus sales tax. Effective
      January 1, 2012 the Company renewed the consulting agreement for one year
      and increased the monthly consulting fee to approximately $15,000
      (CDN$15,000) per month plus sales tax. Effective January 1, 2013, the
  consulting agreement automatically renewed for one year.

F-20

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 7 - RELATED PARTY TRANSACTIONS, continued

|   | During the year ended January 31, 2013, the Company paid
      or accrued consulting fees of $181,442 (2012 - $167,098; 2011 - $9,538)
      and recorded stock based compensation of $103,049 (2012 - $135,649; 2011 -
      $nil) related to this consulting agreement. At January 31, 2013 and 2012,
      the Company was indebted to an officer of this Company in the respective
      amounts of $5,422 and $16,744. On August 24, 2011 the Company granted
      stock options pursuant to its 2007 Stock Option Plan to a company
      controlled by the Companys Chief Financial Officer to purchase an
      aggregate of 250,000 shares of the Companys common stock at an exercise
      price of $1.15 (CDN$1.15) per share, for a five (5) year term expiring
      August 24, 2016. The options vested in four installments over 12 months on
      November 1, 2011, February 1, 2012, May 1, 2012 and August 1, 2012. On
      November 1, 2012 the Company granted stock options pursuant to its 2012
      Stock Option Plan to a company controlled by the Companys Chief Financial
      Officer to purchase an aggregate of 250,000 shares of the Companys common
      stock at an exercise price of $0.305 (CDN$0.305) per share, for a three
      (3) year term expiring October 31, 2015. These options vested
      immediately.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|d) | On March 11, 2011, the Company entered into a consulting
      agreement with a company controlled by the Companys Executive Vice
      President of Corporate Development whereby it agreed to pay a monthly
      consulting fee for services ordinarily provided by an Executive Vice
      President of Corporate Development of approximately $12,500 (CDN$12,500)
      plus sales tax. In addition, on March 11, 2011 the Company granted stock
      options pursuant to its 2007 Stock Option Plan to the Companys Executive
      Vice President of Corporate Development to purchase an aggregate of
      150,000 shares of the Companys common stock at an exercise price of $1.04
      per share, for a three (3) year term expiring March 11, 2014. The options
      vested in four installments over 12 months on June 1, 2011, September 1,
      2011, December 1, 2011 and March 1, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the year ended January 31, 2013, the Company paid
      or accrued consulting fees of $192,795 (2012 - $143,126; 2011 - $nil) and
      recorded stock based compensation of $110,686 (2012 - $150,625; 2011 -
      $nil) related to this consulting agreement. At January 31, 2013 and 2012,
      the Company was indebted to an officer of this Company in the respective
      amounts of $986 and $11,681. On August 24, 2011 the Company granted stock
      options pursuant to its 2007 Stock Option Plan to a company controlled by
      the Companys Executive Vice President of Corporate Development to
      purchase an aggregate of 250,000 shares of the Companys common stock at
      an exercise price of $1.15 (CDN$1.15) per share, for a five (5) year term
      expiring August 24, 2016. The options vested in four installments over 12
      months on November 1, 2011, February 1, 2012, May 1, 2012 and August 1,
      2012. Effective March 1, 2012 the Company renewed the consulting agreement
      for one year and increased the monthly consulting fee to approximately
      $15,000 (CDN$15,000) per month plus sales tax. In addition, effective
      January 20, 2012 until July 31, 2012 the VP Corporate Development assumed
      the additional role of interim President of the Company for which he was
      compensated an additional fee of approximately $2,500 (CDN$2,500) per
      month. On November 1, 2012 the Company granted stock options pursuant to
      its 2012 Stock Option Plan to a company controlled by the Companys
      Executive Vice President of Corporate Development to purchase an aggregate
      of 250,000 shares of the Companys common stock at an exercise price of
      $0.305 (CDN$0.305) per share, for a three (3) year term expiring October
      31, 2015. These options vested immediately.

F-21

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 7 - RELATED PARTY TRANSACTIONS, continued

|e) | Effective August 1, 2012 the Company signed an employment
      agreement with its new President and CEO, pursuant to which the Company
      agreed to pay to him an annual salary of $250,000 (CDN$250,000) plus
      benefits, including 1,000,000 stock options, medical insurance and a bonus
      of up to 50% of his annual salary. On November 1, 2012 the Company granted
      its new President and CEO stock options pursuant to its 2012 Stock Option
      Plan to purchase an aggregate of 1,000,000 shares of the Companys common
      stock at an exercise price of $0.305 (CDN$0.305) per share, for a three
      (3) year term expiring October 31, 2015. These options vested
      immediately.      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the year ended January 31, 2013, the Company paid
      its President and CEO consulting fees of $7,237 (CDN$7,000) for services
      provided prior to his employment and salary and benefits of $161,199
      (December 31, 2012 - $nil), including a relocation allowance of $34,048
      related to this employment agreement. At January 31, 2013, the Company was
      indebted in the amount of $7,231 related to this employment
    agreement.                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|f) | During the year ended January 31, 2013, the Company paid
      aggregate director fees of approximately $24,797 (CDN$25,000 (2012-
      $26,205 (CDN$25,000; 2011 - $nil)) to five directors and recorded stock
      based compensation of $201,000 (2012 - $144,115; 2011 - $246,897) related
      to stock options granted to five directors (2012 - one director). In
      addition, during the year ended January 31, 2013, the Company paid
      (recovered) consulting fees of nil (2012 - ($1,993); 2011 - $15,916)) to a
      Company controlled by one director and paid a Company related to another
      director approximately $13,411 (CDN$13,575) for consulting fees (2012 -
      $nil; 2011 - $18,381).

During the year ended January 31, 2013, the Companys directors
and officers exercised a total of nil (2012 - 1,042,500; 2011 - 333,334) stock
options for $478,700 and exercised nil (2012 - nil; 2011  775,000) warrants for
$nil (2012 - $nil; 2011 - $116,000).

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

NOTE 8  CAPITAL STOCK

Stock Transactions

From April to June 2005, 2,000 non-voting Series A convertible
preferred shares were converted into 2,222,223 common shares.

During June 2005, the Company issued 666,667 Units at a price
of $0.30 per Unit for total proceeds of $200,000. Each Unit was comprised of one
common share and a warrant to purchase one additional common share at $0.40 per
share until June 30, 2007.

In August 2005, 4,749,998 escrowed shares were returned to the
treasury and cancelled.

In March 2006, the Company issued 833,333 common shares on the
conversion of a $250,000 promissory note.

F-22

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Transactions,
  continued

In July 2006, the Company issued 200,000 common shares for
proceeds of $50,000 on the exercise of stock options.

Between October 2, 2006 and January 18, 2007, the Company
completed six private placements and issued an aggregate of 1,534,500 units for
gross proceeds of $1,534,500. Each unit consisted of one common share and one
half of one share purchase warrant. Each whole warrant entitled the holder to
acquire one additional common share at $1.75 per share on or before 24 months
from the date of issuance. In the case of each private placement, each whole
warrant entitled the holder to purchase one additional common at a purchase
price of $1.75 for a period of 24 months from the closing date; provided,
however, that if at any time the average closing price for shares of the
Companys common stock on either the TSX Venture Exchange in Canada or the
OTC-Bulletin Board in the United States exceeds $2.25 for a period of 20 trading
days or more, the Company shall have the right, upon written notice to the
subscriber, to reduce the exercise period of the warrants to a period of 30 days
beginning on the date of the written notice. The Company incurred aggregate
expenses of $78,750 in the form of finders fees and other expenses for net
proceeds of $1,455,750 for these six private placements.

On December 13, 2006, the Company issued 30,000 common shares
to two employees as a bonus. The fair value of these shares at the date of
issuance was $49,500.

On February 27, 2007, the Company completed a private placement
and issued 130,720 units for gross proceeds of $156,864. Each unit consisted of
one common share and one half of one share purchase warrant. Each whole warrant
entitled the holder to acquire one additional common share at $1.85 per share on
or before February 27, 2009. The Company incurred share issue costs of $12,708,
including finders fees in the amount of $11,340, in relation to the private
placement.

Between March 12, 2007 and April 2, 2007 the Company issued
666,667 common shares for proceeds of $214,667 on the exercise of stock
options.

On May 31, 2007, the Company issued 666,667 common shares for
proceeds of $266,667 on the exercise of 666,667 warrants.

On June 7, 2007, the Company issued 3,720,776 common shares on
the conversion of three promissory notes with an aggregate face value of
$1,250,000 and aggregate accrued interest of $140,068.

On July 4, 2007, the Company completed a private placement and
issued 1,800,000 units for gross proceeds of $2,070,000. Each unit consisted of
one common share and one half of one share purchase warrant. Each whole warrant
entitled the holder to acquire one additional common share at $1.50 per share on
or before July 4, 2009.

F-23

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Transactions, continued

On August 7, 2007, the Company issued 180,000 units to a finder
in payment of a finders fee 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 was 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 the Company completed on July 4, 2007.

Between March 20, 2008 and March 25, 2008, the Company
completed two brokered private placements and one non-brokered private placement
and issued 3,080,000 units for gross proceeds of $3,850,000.

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. The Company paid cash commissions of $330,893 to an agent and
co-operating broker as a commission and $5,000 for a finders fee for services
rendered in the transaction. The agent applied $92,500 of this cash commission
towards the purchase of an additional 74,000 units, which were issued at the
same terms as the units issued in the brokered private placement.

Between March 20, 2008 and March 25, 2008, the Company issued
an aggregate of 270,000 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 brokered private placement. Each agents warrant entitled the holder to
purchase one common share of the Companys common stock at an exercise price of
$1.30 for a period of 18 months. The agents warrants were valued, using the
Black Scholes valuation model, at $87,934 and recorded as a cost of capital. The
assumptions used in the Black Scholes model were: risk free interest rate  2.6%
-2.7%; expected life of the warrants  1-1.5 years; annualized volatility 
44%-63%; and dividend rate  0%.

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s sponsor regarding the Companys
listing application to the Canadian TSX Venture Stock Exchange. These share
purchase warrants entitled the holder to purchase one share of the Companys
common stock at a price of $1.34 until March 25, 2009. The agents warrants were
valued, using the Black Scholes valuation model, at $5,559 and recorded as a
cost of capital. The assumptions used in the Black Scholes model were: risk free
interest rate  2.7%; expected life of the warrants  1 year; annualized
volatility  39%; and dividend rate  0%.

On January 15, 2009, the Company sold an aggregate of 1,125,000
units to five Company directors for a purchase price of $0.10 for aggregate
gross proceeds of $112,500. Each unit consisted of one common share and one
non-transferable common share purchase warrant. Each of the share purchase
warrants entitled the holder to purchase one additional common share of our
company at an exercise price of $0.15 until their expiration date of January 15,
2011.

Between March 29 and April 7, 2009, the Company issued an
aggregate of 200,000 common shares to a director on the exercise of 200,000
stock options for aggregate proceeds of $50,000 (note 7).

On each of April 24, 2009 and May 22, 2009, the Company
completed a private placement and issued an aggregate of 1,913,116 units for
gross proceeds of $593,500. Each unit consisted of one share of common stock and
one non-transferable stock purchase warrant exercisable at $0.45 for a period of
24 months from the date of issuance.

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

F-24

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Transactions,
  continued

Between June 5, 2009 and October 13, 2009, the Company issued
an aggregate of 350,000 shares of common stock to two of its directors for
proceeds of $52,500 on the exercise of warrants (note 7).

Between June 18, 2009 and July 13, 2009, the Company completed
two private placements and issued an aggregate of 1,182,272 units for gross
proceeds of $650,250. Each unit consisted of one share of common stock and one
non-transferable stock purchase warrant exercisable at $0.65 for a period of 24
months expiring on June 18, 2011.

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

On November 12, 2009, the Company issued 1,000,000 units on
conversion of two $50,000 convertible debentures. Each unit consisted of one
share of common stock and one non-transferable stock purchase warrant
exercisable at $0.15 for a period of 24 months expiring on November 12,
2011.

On November 27, 2009, the Company completed a brokered private
placement of 5,960,813 units at a price of CDN$0.70 ($0.662) per unit for gross
proceeds of CDN$4,172,570 ($3,940,038). Each unit consisted of one common share
of the Companys common stock and one-half of one non-transferable common share
purchase warrant. Each warrant entitles the purchaser to purchase one additional
common share of the Company at a price of CDN$0.90 ($0.90) for a period of two
years after closing, subject to early expiration in the event that the common
shares of the Company trade on the TSX-V or the OTCBB with an average closing
price greater than CDN$1.25 ($1.25) for a period of 30 consecutive trading days.
We also paid a cash commission of 6% or CDN$250,354 ($236,760) to an agent for
services rendered in the closing of the private placement.

On November 27, 2009, the Company issued an aggregate of
357,648 non-transferrable broker warrants to the brokers as a commission for the
proceeds raised by the brokers in the brokered private placement. Each brokers
warrant entitled the holder to purchase one common share of the Companys common
stock at an exercise price of CDN$0.72 ($0.68) for a period of 1year. The
agents warrants were valued, using the Black Scholes valuation model, at
$145,488 and recorded as a cost of capital. The assumptions used in the Black
Scholes model were: risk free interest rate  1.03%; expected life of the
warrants 1 year; annualized volatility  120%; and dividend rate  0%.

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

On February 2, 2010, the Company issued 40,000 shares of its
common stock at $0.25 per share to a director for proceeds of $10,000 on the
exercise of 40,000 stock options.

During the year ended January 31, 2011, the Company issued an
aggregate of 775,000 shares of its common stock at $0.15 per share to two
directors, to a company controlled by one the Companys directors and to the
spouse of one of the Companys directors for proceeds of $116,250 on the
exercise of 775,000 warrants.

Between June 21, 2010 and July 16, 2010, the Company issued an
aggregate of 183,334 shares of its common stock at $0.25 per share for proceeds
of $45,834 on the exercise of 183,334 stock options. 133,334 of the options
exercised were exercised by one of the Companys directors (note 7).

F-25

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Transactions,
  continued

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

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

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

On November 3, 2010, the Company issued 170,000 shares of its
common stock at $0.45 per share for proceeds of $76,500 on the exercise of
170,000 warrants.

Between November 3, 2010 and January 12, 2011, the Company
issued an aggregate of 200,000 shares of its common stock at $0.65 per share for
proceeds of $130,000 on the exercise of 200,000 warrants.

On December 22, 2010, the Company issued 140,000 shares of its
common stock at $0.37 per share to a director for proceeds of $51,800 on the
exercise of 140,000 stock options (note 7).

On December 30, 2010, the Company issued 20,000 shares of its
common stock at $0.49 per share to a director for proceeds of $9,800 on the
exercise of 20,000 stock options (note 7).

On August 19, 2011, the Company closed a "bought-deal" offering
in which it sold 8,700,000 units at a price of approximately $1.16 (CDN$1.15)
per unit for gross proceeds of $10,120,058 (CDN$10,005,000) and net cash
proceeds of $9,134,809. Each unit consists of one common share and one-half of
one non-transferable common share purchase warrant. Each warrant entitles the
holder to purchase one additional common share for approximately $1.60
(CDN$1.60) until August 19, 2013.

Pursuant to the terms of the underwriting agreement, the
underwriters collectively received an aggregate cash commission equal to 6% of
the gross proceeds or $607,203 (CDN$600,300) and 522,000 broker warrants. Each
broker warrant entitles the holder to purchase one unit at approximately
(CDN$1.15) until August 19, 2013. The fair value of the brokers warrants was
estimated at the date of grant using the Black Scholes pricing model with the
following assumptions: risk free interest rate - 0.87%, expected dividend yield-
0%, volatility factor - 77.5%, and expected life - 2 years. Using these
assumptions, the fair value of these broker warrants granted amounted to
$124,343. This amount has been recorded as a reduction to common stock and
credited to additional paid-in capital. In addition, the underwriters were
granted an over-allotment option to purchase up to an additional 1,305,000 units
at approximately $1.15 (CDN$1.15) per unit and/or up to an additional 652,500
warrants, or any combination thereof, to cover over-allotments. On August 30,
2011, the Company issued 300,000 shares of its common stock at $0.37 per share
to its former President for proceeds of $111,000 on the exercise of 300,000
stock options (note 7).

On September 20, 2011, the Company issued 200,000 shares of its
common stock at $0.37 per share to a former consultant of the Company for
proceeds of $74,000 on the exercise of 200,000 stock options.

On November 2, 2011, the Company issued 100,000 shares of its
common stock at $0.37 per share to its former President for proceeds of $37,000
on the exercise of 100,000 stock options (note 7).

F-26

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Transactions,
  continued

On February 2, 2012, the Company issued 60,000 shares of its
common stock at $0.25 per share to a former director for proceeds of $15,000 on
the exercise of 60,000 stock options. (note 7)

On February 16, 2012, the Company issued 160,000 shares of its
common stock at $0.37 per share to the Companys former President for proceeds
of $59,200 on the exercise of 160,000 stock options. (note 7)

On February 16, 2012, the Company issued 20,000 shares of its
common stock at $0.37 per share to a former consultant for proceeds of $7,400 on
the exercise of 20,000 stock options.

Share purchase warrants

Share purchase warrant transactions are summarized as
follows:

|                            |  |            |   |   | Weighted | 
|--------------------------- |  | ---------- | - | - | -------- | 
|                            |  |            |   |   | Average  | 
|                            |  | Number of  |   |   | Exercise | 
|                            |  | Warrants   |   |   | Price    | 
|                            |  |            |   |   |          | 
|Balance at January 31, 2010 |  | 9,458,443  |   | $ | 0.61     | 
|Issued                      |  | 10,804,706 |   |   | 1.14     | 
|Exercised                   |  | (1,403,128 | ) |   | 0.36     | 
|Expired                     |  | (99,520    | ) |   | 0.72     | 
|Balance at January 31, 2011 |  | 18,760,501 |   | $ | 0.94     | 
|Issued                      |  | 5,524,500  |   |   | 1.56     | 
|Exercised                   |  | (4,906,895 | ) |   | 0.50     | 
|Expired                     |  | (2,148,900 | ) |   | 0.85     | 
|Balance at January 31, 2012 |  | 17,229,206 |   | $ | 1.28     | 
|Expired                     |  | (900,000   | ) |   | 1.25     | 
|Balance at January 31, 2013 |  | 16,329,206 |   | $ | 1.28     | 

At January 31, 2013, the following share purchase warrants were
outstanding and exercisable:

|Number of  |  | Exercise         |  |                 
|---------- |  | ---------------- |  | ----------------
|Warrants   |  | Price            |  | Expiry Date     
|5,002,500  |  | $1.60 (CDN$1.60) |  | August 19, 2013 
|522,000    |  | $1.15 (CDN$1.15) |  | August 19, 2013 
|10,804,706 |  | $1.14 (CDN$1.14) |  | October 26, 2015
|16,329,206 |  |                  |  |                 

Stock Options

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

F-27

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Options, continued

At the Companys Annual General Meeting held on September 18,
2012, the Companys shareholders approved its 2012 stock option plan, which
permits the Company to grant stock options to its employees, officers and
directors and consultants to acquire up to an aggregate of 10% of the number of
issued and outstanding common shares at the time of the grant. The Company can
no longer grant stock options under its 2007 stock option plan but it will
remain in effect until all of the stock options granted under it have either
expired or been exercised. As all of the options granted by the Company under
its 2005 stock option plan have now either expired or been exercised, the
Company has terminated its 2005 stock option plan.

On February 10, 2009, the board of directors granted 1,385,000
stock options. Of these stock options a total of 1,150,000 were issued to three
directors, a total of 35,000 were issued to two employees and 200,000 were
issued to an investor relations firm. These stock options are exercisable at
$0.37, expire in five years on February 10, 2014 and vest in accordance with the
Companys stock option plan at 346,250 stock options each quarter. These stock
options were valued, using the Black Scholes valuation model, at $377,501 which
is being recorded in consulting and investor relations fees in accordance with
the Companys stock option plan. The assumptions used in the Black Scholes model
were: risk free interest rate  1.18%; expected life of the options  5 years;
annualized volatility  98%; and dividend rate  0%.

On July 14, 2009, the Company granted 1,000,000 stock options
to an officer in accordance with the terms of a consulting agreement. These
stock options are exercisable at $0.60, expire in three years on July 14, 2012
and vest in four installments each in the amount of 250,000 stock options on
January 14, 2010, April 14, 2010, July 14, 2010 and January 14, 2011. These
stock options were valued, using the Black Scholes valuation model, at $341,623
which is being recorded in consulting fees in accordance with the Companys
stock option plan. The assumptions used in the Black Scholes model were: risk
free interest rate  1.29%; expected life of the options  3 years; annualized
volatility  89%; and dividend rate  0%.

On September 2, 2009, the Company granted 100,000 stock options
to a director in consideration for services rendered. These stock options are
exercisable at $0.675, expire on in three years on September 2, 2012 and vest in
four installments each in the amount of 25,000 stock options on March 2, 2010,
June 2, 2010, September 2, 2010 and March 2, 2011. The stock options were
valued, using the Black Scholes valuation model, at $38,968 which is being
recorded in consulting fees in accordance with the Companys stock option plan.
The assumptions used in the Black Scholes model were: risk free interest rate 
1.15%; expected life of the options  3 years; annualized volatility  90%; and
dividend rate  0%.

On January 19, 2010, the Company granted 550,000 stock options.
Of these stock options, a total of 300,000 were granted to two directors,
150,000 to an officer and 100,000 to a consultant. These stock options are
exercisable at $0.855, expire in five years on January 19, 2015 and vest in
accordance with the Companys stock option plan at 137,500 stock options each
quarter. These stock options were valued, using the Black Scholes valuation
model, at $325,198 which is being recorded in consulting fees in accordance with
the Companys stock option plan. The assumptions used in the Black Scholes model
were: risk free interest rate  1.25%; expected life of the options  5 years;
annualized volatility  88%; and dividend rate  0%.

On May 11, 2010, the Company granted 400,000 stock options to a
director. These stock options are exercisable at approximately $0.64 (CDN$0.64),
expire in five years on May 11, 2015 and vest in accordance with the Companys
stock option plan at 100,000 stock options each quarter. These stock options
were valued, using the Black Scholes valuation model, at $248,616 which is being
recorded in consulting fees in accordance with the Companys stock option plan.
The assumptions used in the Black Scholes model were: risk free interest rate 
2.65%; expected life of the options  5 years; annualized volatility  93%; and
dividend rate  0%.

F-28

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Options, continued

On January 7, 2011, the Company granted 150,000 stock options
to an officer of the Company. These stock options are exercisable at $0.80,
expire on January 14, 2014 and vest in accordance with the Companys stock
option plan at 37,500 stock options each quarter. The fair value of these stock
options was estimated at the date of grant using the Black Scholes pricing model
with the following assumptions: risk free interest rate  2.19%, expected
dividend yield- 0%, volatility factor - 96%, and expected life - 3 years. Using
these assumptions, the fair value of these stock options granted amounted to
$72,435.

On March 11, 2011, the Company granted 150,000 stock options to
an officer of the Company. These stock options are exercisable at $1.04, expire
on March 11, 2014 and vest in accordance with the Companys stock option plan at
37,500 stock options on each of June 1, 2011, September 1, 2011,

December 1, 2011 and March 1, 2012. The fair value of these
stock options was estimated at the date of grant using the Black Scholes pricing
model with the following assumptions: risk free interest rate  2.19%, expected
dividend yield- 0%, volatility factor - 96%, and expected life - 3 years. Using
these assumptions, the fair value of these stock options granted amounted to
$95,049.

Between August 24, 2011 and August 29, 2011, the Company
granted options to purchase an aggregate total of 1,500,000 shares of its common
stock to two officers, 14 employees and consultants of the Company. These stock
options are exercisable at approximately $1.15 (CDN$1.15) per share and expire
between August 23 and August 28, 2016 and vest in accordance with the Companys
stock option plan and 337,500 of these stock options vest on November 1, 2011,
February 1, 2012, May 1, 2012 and August 1, 2012, and 25,000 of these stock
options vest on November 29, 2011, February 29, 2012, May 29, 2012, August 29,
2012, November 29, 2012 and February 28, 2013. The fair value of these stock
options was estimated at the date of grant using the Black Scholes pricing model
with the following assumptions: risk free interest rate  1.6%, expected
dividend yield- 0%, volatility factor - 86%, and expected life - 5 years. Using
these assumptions, the fair value of these stock options granted amounted to
$761,695.

On November 1, 2012 the Company granted stock options to
purchase an aggregate of 3,360,000 shares of its common stock. All options were
granted with an exercise price of $0.305 (CDN$0.305) per share, for a three (3)
year term expiring October 31, 2015. These options vested immediately. The fair
value of these stock options was estimated at the date of grant using the Black
Scholes pricing model with the following assumptions: risk free interest rate 
1.16%, expected dividend yield- 0%, volatility factor - 86%, and expected life -
3 years. Using these assumptions, the fair value of these stock options granted
amounted to $540,288.

F-29

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Options, continued

Stock option transactions are summarized as follows:

|                            |  |            |   |   | Weighted | 
|--------------------------- |  | ---------- | - | - | -------- | 
|                            |  |            |   |   | Average  | 
|                            |  | Number of  |   |   | Exercise | 
|                            |  | Options    |   |   | Price    | 
|                            |  |            |   |   |          | 
|Balance at January 31, 2010 |  | 4,393,334  |   | $ | 0.56     | 
|Granted                     |  | 550,000    |   |   | 0.67     | 
|Exercised                   |  | (458,334   | ) |   | 0.36     | 
|Expired                     |  | (1,015,000 | ) |   | 0.60     | 
|Balance at January 31, 2011 |  | 3,470,000  |   |   | 0.59     | 
|Granted                     |  | 1,650,000  |   |   | 1.15     | 
|Exercised                   |  | (1,242,500 | ) |   | 0.44     | 
|Expired                     |  | (300,000   | ) |   | 1.10     | 
|Balance at January 31, 2012 |  | 3,577,500  |   |   | 0.85     | 
|Granted                     |  | 3,360,000  |   |   | 0.305    | 
|Exercised                   |  | (240,000   | ) |   | 0.34     | 
|Expired                     |  | (340,000   | ) |   | 0.81     | 
|Balance at January 31, 2013 |  | 6,357,500  |   | $ | 0.58     | 

The weighted average fair value per stock option granted during
the year ended January 31, 2013 was $0.16 (2012- $0.52; 2011 - $0.58).

At January 31, 2013, the following stock options were
outstanding:

|Number of           |  | Exercise            |  |                  
|------------------- |  | ------------------- |  | -----------------
|Stock
      Options |  | Price               |  | Expiry Date      
|150,000             |  | $ 0.35              |  | October 28, 2013 
|137,500             |  | $ 0.80              |  | January 7, 2014  
|400,000             |  | $ 0.37              |  | February 10, 2014
|150,000             |  | $ 1.04              |  | March 11, 2014   
|300,000             |  | $ 0.855             |  | January 19, 2015 
|400,000             |  | $ 0.64 (CDN$ 0.64)  |  | May 10, 2015     
|1,310,000           |  | $ 1.15 (CDN$ 1.15)  |  | August 23, 2016  
|150,000             |  | $ 1.15 (CDN$ 1.15)  |  | August 28, 2016  
|3,360,000           |  | $ 0.305 (CDN$0.305) |  | October 31, 2015 
|6,357,500           |  |                     |  |                  

The fair value of stock options granted during the year ended
January 31, 2013 was $540,288 (2012 -$856,744; 2011 - $321,051). The stock
options granted in the year ended January 31, 2013 vested immediately, while the
stock options granted in 2012 and 2011 are being recognized over the respective
option vesting periods. At January 31, 2013, 6,332,500 (2012  1,212,500) stock
options were exercisable.

Total stock-based compensation recognized during the year ended
January 31, 2013 was $883,210 (2012 -$647,382; 2011 - $556,875). Stock-based
compensation has been recorded in the consolidated statements of operations as
follows, with corresponding additional paid-in capital recorded in stockholders'
equity:

F-30

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 8  CAPITAL STOCK, continued

Stock Options, continued

|                            |   | Year     |  |   | Year     |  |   | Year     | 
|--------------------------- | - | -------- |  | - | -------- |  | - | -------- | 
|                            |   | Ended    |  |   | Ended    |  |   | Ended    | 
|                            |   | January  |  |   | January  |  |   | January  | 
|                            |   | 31, 2013 |  |   | 31, 2012 |  |   | 31, 2011 | 
|Consulting fees             | $ | 300,506  |  | $ | 509,196  |  | $ | 556,875  | 
|Director fees               |   | 201,000  |  |   | -        |  |   | -        | 
|Mineral property interests  |   | 178,677  |  |   | 105,212  |  |   | -        | 
|Salaries and
      benefits |   | 203,027  |  |   | 32,974   |  |   | -        | 
|                            | $ | 883,210  |  | $ | 647,382  |  | $ | 556,875  | 

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

|                         |  | Year        |  |  | Year        |  |  | Year        | 
|------------------------ |  | ----------- |  |  | ----------- |  |  | ----------- | 
|                         |  | Ended       |  |  | Ended       |  |  | Ended       | 
|                         |  | January 31, |  |  | January 31, |  |  | January 31, | 
|                         |  | 2013        |  |  | 2012        |  |  | 2011        | 
|Risk-free interest rate  |  | 1.16%       |  |  | 1.31-2.19%  |  |  | 1.69-2.65%  | 
|Expected life of options |  | 3 years     |  |  | 3-5 years   |  |  | 3-5 years   | 
|Annualized volatility    |  | 81%         |  |  | 86-96%      |  |  | 93-96%      | 
|Dividend rate            |  | 0%          |  |  | 0%          |  |  | 0%          | 

As at January 31, 2013, the aggregate intrinsic value of all
outstanding, vested stock options and exercised stock options was $44,400
(2012-$693,150).

NOTE 9 - SEGMENTED INFORMATION

At January 31, 2013 and 2012, the Company and its subsidiary
operated in two reportable segments. Identifiable assets and net loss in each
geographic area are as follows:

|                    |   | January 31, |  |   | January 31, | 
|------------------- | - | ----------- |  | - | ----------- | 
|                    |   | 2013        |  |   | 2012        | 
|                    |   |             |  |   |             | 
|Identifiable assets |   |             |  |   |             | 
|Canada              | $ | 2,161,650   |  | $ | 9,297,302   | 
|Argentina           |   | 1,282,113   |  |   | 1,349,008   | 
|                    | $ | 3,443,763   |  | $ | 10,646,310  | 

|                      |   | Year        |  |   | Year        |  |   | Year        | 
|--------------------- | - | ----------- |  | - | ----------- |  | - | ----------- | 
|                      |   | Ended       |  |   | Ended       |  |   | Ended       | 
|                      |   | January 31, |  |   | January 31, |  |   | January 31, | 
|                      |   | 2013        |  |   | 2012        |  |   | 2011        | 
|                      |   |             |  |   |             |  |   |             | 
|Net loss for the year |   |             |  |   |             |  |   |             | 
|Canada                | $ | 2,486,208   |  | $ | 2,569,352   |  | $ | 1,775,834   | 
|Argentina             |   | 5,441,742   |  |   | 6,429,030   |  |   | 3,388,364   | 
|                      | $ | 7,927,950   |  | $ | 8,998,382   |  | $ | 5,164,198   | 

F-31

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 10  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair Value of Financial Instruments

The Company accounts for the fair value measurement and
disclosure of financial instruments in accordance with FASB ASC topic 820 which
requires a publicly traded company to include disclosures about the fair value
of its financial instruments whenever it issues summarized financial information
for reporting periods. Such disclosures include the fair value of all financial
instruments, for which it is practicable to estimate that value, whether
recognized or not recognized in the consolidated financial statements; the
related carrying amount of these financial instruments; and the method(s) and
significant assumptions used to estimate the fair value.

The carrying values and fair values of the Companys financial
instruments were as follows:

January 31, 2013
    
    
    January 31, 2012Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairLevel
    
    
    value
    
    
    value
    
    
    value
    
    
    valueCash and cash equivalents
    
    Level 1
    
    $
    2,117,142
    
    $
    2,117,142
    
    $
    9,249,307
    
    $
    9,249,307Receivables
    
    Level 2
    
    $
    33,357
    
    $
    33,357
    
    $
    67,093
    
    $
    67,093Accounts payable
    
    Level 2
    
    $
    441,638
    
    $
    441,638
    
    $
    622,077
    
    $
    622,077Due to related parties
    
    Level 2
    
    $
    13,639
    
    $
    13,639
    
    $
    28,425
    
    $
    28,425


The Company's cash and cash equivalents and short-term
investments are classified within Level 1 of the fair value hierarchy because
they are valued using quoted market prices. The fair value of these balances
approximates the carrying amounts due to the short-term nature and historically
negligible credit losses. The cash equivalent instruments that are valued based
on quoted market prices in active markets are primarily money market
securities.

The fair value of accounts payable and accrued liabilities
approximates the carrying amounts due to the short-term nature and historically
negligible credit losses.

Risk Management

The Companys activities expose it to credit, liquidity and
market risks, which is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of the changes in market prices.
Market risk includes foreign exchange risk, interest rate risk and other price
risk. The Company does not participate in the use of financial instruments to
mitigate these risks and has no designated hedging transactions. The Board
approves and monitors the risk management processes. The Boards main objectives
for managing risks are to ensure liquidity, the fulfillment of obligations, the
continued exploration of the Companys mineral properties, and to limit exposure
to risks. The types of risk exposure and the way in which such exposures are
attempted to be managed are as follows:

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or
third party to a financial instrument fails to meet its contractual obligations.
The Companys credit risk is primarily attributable to its cash. The Company
maintains its Canadian and U.S. cash in major chartered Canadian bank deposit
accounts and major Canadian credit unions and in certain financial instruments
such as bankers acceptances and term deposits. The Companys bank deposit
account is insured by the Canadian Deposit Insurance Corporation up to $100,000
and funds in its credit union accounts are guaranteed by the provincial
government of British Columbia. The Companys Canadian dollar bank account
balance, at times, may exceed federally

F-32

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 10  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT,
continued

Credit Risk, continued

insured limits. The Company maintains its Argentinean pesos in
an Argentinean bank deposit account. The Company keeps its Argentinean peso bank
deposit account balance within federally insured limits. As part of the
Companys cash management process, management performs periodic evaluations of
the relative credit standing of these financial institutions. The Company has
not lost any cash and does not believe its cash is exposed to any significant
credit risk.

At January 31, 2013 and 2012, the Company had approximately
$150,000 and $1,924,000, respectively in U.S. cash, $560,000 and $1,793,000 in
Canadian cash and approximately $1,350,000 and $5,500,000, respectively in
Canadian dollar term deposits guaranteed by the provincial government of British
Columbia.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they fall due. The Company manages liquidity
risk through the management of its capital structure, more specifically, the
issuance of new common shares, to ensure there is sufficient capital in order to
meet short term business requirements, after taking into account the Companys
holdings of cash and potential equity financing opportunities. The Company
believes that these sources will be sufficient to cover the known short and
long-term requirements at this time. There is no assurance that potential equity
financing opportunities will be available to meet these obligations.

Foreign Exchange Risk

The Company is subject to foreign exchange risk for purchases
denominated in foreign currencies. The Company operates outside of the U.S.
primarily in Argentina and Canada and the Company is exposed to foreign currency
risk due to the fluctuation between the currencies in which the Company operates
in and the United States Dollar. Foreign currency risk arises from the
fluctuation of foreign exchange rates and the degree of volatility of these
rates relative to the United States dollar. Management monitors its foreign
currency balances and make adjustments based on anticipated need for foreign
currencies.

At January 31, 2013, the Company was exposed to foreign
exchange risk through the following assets and liabilities denominated in
foreign currencies:

|                          |  | Argentinian      |   |  | CDN        |  
|------------------------- |  | ---------------- | - |  | ---------- | -
|                          |  | Peso
      (ARS) |   |  | Dollar ($) |  
|                          |  |                  |   |  |            |  
|Cash and cash equivalents |  | 257,169          |   |  | 1,908,477  |  
|Receivables and advances  |  | -                |   |  | 236        |  
|Accounts payable          |  | (1,012,464       | ) |  | (152,576   | )
|Net exposure              |  | (755,295         | ) |  | 1,756,137  |  

Based on the above net exposures, and assuming that all other
variables remain constant, a 10% change in the value of the Argentinian Peso and
the CDN Dollar against the U.S. Dollar would have resulted in an
increase/decrease of approximately $159,845 in the net loss for the year ended
January 31, 2013. The sensitivity analyses included in the table above should be
used with caution as the results are theoretical, based on management's best
assumptions using material and practicable data which may generate results that
are not necessarily indicative of future performance. In addition, in deriving
this analysis, the Company has made assumptions based on the structure and
relationships of variables as at the balance sheet date which may differ due to fluctuations throughout the year with
all other variables assumed to remain constant. Actual changes in one variable
may contribute to changes in another variable, which may amplify or offset the
effect on the net loss of the Company.

F-33

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 10  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT,
continued

Foreign Exchange Risk, continued

To date, as exposure to the Argentinian peso has been limited,
management has determined that buying fixed rate forward contracts has not been
warranted.

The Argentine government recently launched a series of
regulations in order to control the sale of foreign currency. The measures aim
to slow the rise in value of the American dollar, of which the Argentine Central
Bank has had to reduce its reserves in order to avoid the continuing devaluation
of the Argentine peso against the dollar. This could impact the delivery of
funds to the Companys operations in Argentina and impact the conversion rate of
transferred funds.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of changes in market
interest rates. As the Companys cash is held in non-interest bearing bank
accounts and fixed rate interest bearing cash equivalents or short-term
investments, management considers the interest rate risk to be limited.

Commodity Price Risk

The Company closely monitors commodity prices to determine the
appropriate course of action to be taken by the Company. A dramatic decline in
commodity prices could impact the viability of the Company and the carrying
value of its property. The Company is exposed to price risk with respect to
commodity prices. There is minimal price risk at the present time as the Company
is not yet in the production phase.

NOTE 11  COMMITMENTS

Lease Commitments

On December 8, 2010, the Company entered into a five year lease
agreement, commencing January 1, 2011 at approximately $6,954 (CDN$6,954) per
month for the first three years of the lease, and approximately $7,289
(CDN$7,289) per month for the last two years of the term.

On July 25, 2011 the Company entered into a rental agreement
for office space in La Plata, Argentina with a consultant, for the period July
2011 to June 2014 at a cost of $2,500 per month.

At January 31, 2013, the minimum future lease payments under
the Companys operating leases are as follows:

2014
    $
    113,3982015
    $
    99,962


F-34

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 11  COMMITMENTS, continued

Consulting Commitments

As disclosed in note 7 to these financial statements, effective
January 1, 2012, the Company renewed a one year consulting agreement with a
company controlled by an officer whereby the Company agreed to pay a consulting
fee of approximately $15,000 (CDN$15,000) per month until December 31, 2013.

As disclosed in note 7 to these financial statements, effective
March 1, 2012, the Company renewed a one year consulting agreement with a
company controlled by an officer whereby the Company agreed to pay a consulting
fee of approximately $15,000 (CDN$15,000) per month until February 28, 2014.

At January 31, 2013, the minimum future payments under the
Companys consulting contracts are as follows:

2014
    $
    330,0002015
    $
    15,000


NOTE 12  INCOME TAXES

Income tax expense has not been recognized for the years ended
January 31, 2013, 2012 and 2011 and no taxes were payable at January 31, 2013
and 2012 as the Company has incurred losses since its inception. The actual
income tax benefit differs from the expected amounts calculated by applying the
combined income tax rates applicable in each jurisdiction to the Companys loss
before income taxes. The components of these differences are as follows:

|                                                       |   | Year ended  |   |   | Year ended  |   |   | Year ended  |  
|------------------------------------------------------ | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                       |   | January 31, |   |   | January 31, |   |   | January 31, |  
|                                                       |   | 2013        |   |   | 2012        |   |   | 2011        |  
|                                                       |   |             |   |   |             |   |   |             |  
|Net loss for the year before income tax                | $ | (7,906,000  | ) | $ | (8,998,000  | ) | $ | (5,164,000  | )
|Combined federal
      and provincial tax rate         |   | 25 %        |   |   | 26 %        |   |   | 34%         |  
|                                                       |   |             |   |   |             |   |   |             |  
|Expected income tax recovery                           |   | (1,977,000  | ) |   | (2,373,000  | ) |   | (1,756,000  | )
|Items not deductible for tax purposes                  |   | 218,000     |   |   | 168,000     |   |   | 1,031,000   |  
|Adjustment to prior years net operating losses        |   | 39,000      |   |   | -           |   |   | 76,000      |  
|Financing fees charged to equity                       |   | -           |   |   | (247,000    | ) |   | -           |  
|Effect of rate change                                  |   | -           |   |   | 109,000     |   |   | -           |  
|Net tax effect of assets recorded on
      re-domicile |   | -           |   |   | (1,420,000  | ) |   | -           |  
|Change in
      valuation allowance                    |   | 1,742,119   |   |   | 3,763,000   |   |   | 649,000     |  
|Income tax provision                                   | $ | 22,119      |   | $ | -           |   | $ | -           |  

F-35

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 12  INCOME TAXES, continued

At January 31, 2013 and 2012, the Company had the following
deferred tax assets. The Company established a 100% valuation allowance, as
management believes it is more likely than not that the deferred tax assets will
not be realized.

|                                                     |   | January 31, |   |   | January 31, |  
|---------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                     |   | 2013        |   |   | 2012        |  
|Capital assets and cumulative eligible
      capital | $ | 36,000      |   | $ | 46,000      |  
|Mineral resource expenditures                        |   | 5,721,000   |   |   | 4,504,000   |  
|Financing costs                                      |   | 170,000     |   |   | 264,000     |  
|Non-capital losses-Canada                            |   | 3,251,000   |   |   | 2,622,000   |  
|Less: valuation allowance                            |   | (9,178,000  | ) |   | (7,436,000  | )
|                                                     | $ | -           |   | $ | -           |  

The Company has mineral resources tax assets of approximately
$22,876,000 for Canadian tax purposes. These tax assets may reduce resource
income in future years, and the tax assets may be carried forward indefinitely
under normal operating circumstances. The Company has available non-capital
losses of approximately $13,005,000 for Canadian income tax purposes.

During the year ended January 31, 2013 the Company incurred
$22,119 in minimum taxes in Argentina. These taxes can be carried forward for
ten years and applied to reduce taxable income.

These losses may be carried forward to reduce taxable income in
future years until they expire:

2015
    $
    507,0002026
    
    910,0002027
    
    536,0002028
    
    586,0002029
    
    1,467,0002030
    
    2,131,0002031
    
    2,564,0002032
    
    1,822,0002033
    
    2,482,000$
    13,005,000


At January 31, 2013, the Company has branch tax loss carry
forwards in Argentina totaling approximately $3,688,000 that expire as
follows:

2013
    $
    189,0002014
    
    83,0002015
    
    258,0002016
    
    1,416,0002017
    
    1,742,000$
    3,688,000


The non-capital losses available to carry forward in the United
States as at January 31, 2011 expired as a result of the re-domicile of the
Company to Canada from the United States on June 2, 2012.

F-36

---

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS
ENDED JANUARY 31, 2013 AND 2012(Stated in U.S. Dollars)

NOTE 12  INCOME TAXES, continued

The Company and its subsidiary file income tax returns in
Canada and Argentina. These tax returns are subject to examination by local
taxation authorities provided the tax years remain open to audit under the
relevant statute of limitations. The following summarizses the open tax years by
major jurisdiction:

Canada: 2011 to 2012 
Argentina: 2012

NOTE 13  SUBSEQUENT EVENT

On March 22, 2013 the Company signed a Term Sheet with Austral
Gold Limited ("Austral Gold") (ASX: AGD) pursuant to which Austral Gold agreed
that it or one of its affiliates will purchase, in a private placement,
17,347,866 units (each, a "Unit") of the Company at a price of CDN$0.2882 per
Unit for gross proceeds of CDN$5,000,000. Each Unit will consist of one Argentex
common share and one-half of one share purchase warrant (each whole warrant a
"Unit Warrant"), and each Unit Warrant will entitle the holder to purchase one
additional Argentex common share at an exercise price of CDN$0.40 for a period
of 60 months from closing.

F-37

---

|ITEM 19                                                                                                                       | Exhibits                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|The following exhibits are being
      filed as part of this annual report, or are incorporated by reference
where indicated:
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|1.                                                                                                                            | Incorporation
      Documents                                                                                                                                                                                                                                                                                                                 
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|1.1                                                                                                                           | Notice of
      Articles (incorporated by reference to an exhibit to our quarterly report
      on Form 10-Q filed on June 10, 2011).                                                                                                                                                                                                         
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|1.2                                                                                                                           | Articles
      (incorporated by reference to an exhibit to our quarterly report on Form
      10-Q filed on June 10, 2011).                                                                                                                                                                                                                   
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.                                                                                                                            | Material
      Agreements                                                                                                                                                                                                                                                                                                                     
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.1                                                                                                                           | Equity and
      Warrant Subscription Agreement dated September 24, 2010 (incorporated by
      reference to an exhibit to our current report on Form 8-K filed on
      September 27, 2010).                                                                                                                                                 
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.2                                                                                                                           | Lease Agreement
      dated December 2, 2010 with Sun Life Assurance Company of Canada and
      Concert Real Estate Corporation (incorporated by reference to an exhibit
      to our current report on Form 8-K filed on December 14, 2010).                                                                                                
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.3                                                                                                                           | Agreement dated
      December 10, 2010 with Julián Michudis (incorporated by reference to an
      exhibit to our current report on Form 8-K filed on December 14, 2010 and
  8-K/A filed on January 4, 2011, February 23, 2011 and March 14, 2011).                                                                                         
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.4                                                                                                                           | English
      Translation of Agreement dated December 10, 2010 with Julián Michudis
      (incorporated by reference to Exhibit 10.3 to our current report on Form
      8-K/A filed on March 14, 2011).                                                                                                                                      
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.5                                                                                                                           | Independent
      contractor agreement dated January 7, 2011 with Jeffrey Finkelstein and
      JBD Consulting Ltd (incorporated by reference to an exhibit to our current
      report on Form 8-K filed on January 11, 2011.                                                                                                                
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.6                                                                                                                           | Independent
      contractor agreement dated March 11, 2011 with Peter A. Ball and Ariston
      Capital (incorporated by reference to an exhibit to our current report on
      Form 8-K filed on March 14, 2011).                                                                                                                           
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.7                                                                                                                           | Independent
      contractor agreement dated effective January 1, 2012, with Jeffrey
      Finkelstein and JBD Consulting Ltd. (incorporated by reference to an
      exhibit to our Form 20-F filed on May 10, 2012).                                                                                                                        
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.8                                                                                                                           | Independent
      contractor agreement dated effective March 1, 2012 with Peter A. Ball and
      Ariston Capital, together with side letter dated March 16, 2012 pertaining
      to services and remuneration for acting as Interim President.
      (incorporated by reference to an exhibit to our Form 20-F filed on May 10,
      2012).
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.9                                                                                                                           | Indemnification
      Agreement with Peter A. Ball dated January 1, 2012 (incorporated by
      reference to an exhibit to our Form 20-F filed on May 10, 2012).                                                                                                                                                                              
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.10                                                                                                                          | Indemnification
      Agreement with Jeffrey Finkelstein dated January 1, 2012 (incorporated by
      reference to an exhibit to our Form 20-F filed on May 10, 2012).                                                                                                                                                                        
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|4.11*                                                                                                                         | Employment
      agreement with Michael Brown dated August 1, 2012.                                                                                                                                                                                                                                                                           
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|***8.***                                                                                                                      | List of
      Subsidiaries                                                                                                                                                                                                                                                                                                                    
|                                                                                                                              |                                                                                                                                                                                                                                                                                                                                               
|8.1                                                                                                                           | The Company currently
      holds a 100% interest in SCRN Property Ltd., a British Columbia
      corporation.                                                                                                                                                                                                                                

77

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|12.  | Rule 13a-14(a) Certifications                                                         
|---- | --------------------------------------------------------------------------------------
|     |                                                                                       
|12.1 | Section 302 Certification under Sarbanes-Oxley Act of
    2002 for Michael Brown.     
|     |                                                                                       
|12.2 | Section 302 Certification under Sarbanes-Oxley Act of
      2002 for Jeff Finkelstein.
|     |                                                                                       
|13.  | Rule 13a-14(b) Certifications                                                         
|     |                                                                                       
|13.1 | Section 906 Certification under Sarbanes-Oxley Act of
      2002 for Michael Brown.   
|     |                                                                                       
|13.2 | Section 906 Certification under Sarbanes-Oxley Act of
      2002 for Jeff Finkelstein.

|101.      | Interactive Data
      File                                 
|--------- | ------------------------------------------------------------
|          |                                                             
|101.INS * | XBRL Instance Document                                      
|          |                                                             
|101.SCH*  | XBRL Taxonomy Extension Schema
      Document               
|          |                                                             
|101.CAL*  | XBRL Taxonomy Extension
      Calculation Linkbase Document 
|          |                                                             
|101.DEF*  | XBRL Taxonomy Extension
      Definition Linkbase Document  
|          |                                                             
|101.LAB*  | XBRL Taxonomy Extension Label
      Linkbase Document       
|          |                                                             
|101.PRE*  | XBRL Taxonomy Extension
      Presentation Linkbase Document

* Filed herewith.

78

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SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on this annual report on Form 20-F and that it has duly
caused and authorized the undersigned to sign this annual report on its
behalf.

ARGENTEX MINING CORPORATION

/s/Michael
BrownMichael BrownChief Executive Officer and President (Principal
Executive Officer)

Date: April 26, 2013

/s/Jeff
FinkelsteinJeff Finkelstein Chief Financial Officer(Principal Financial
Officer and Principal Accounting Officer)

Date: April 26, 2013

79

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