---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,
D.C.20549

FORM 10-K

(Mark One)

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

For the fiscal year ended January 31, 2011

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

For the transition period from
______________to________________

Commission file number 000-49995

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

|Delaware                                                             | 71-0867623                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1100 Melville Street, Suite 835, Vancouver, BC                       | V6E 4A6                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
604.568.2496

Securities registered under Section 12(b) of the Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

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

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

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. 
Yes[ ] No [ x ]

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

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

---

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[
]

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

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


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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $25,125,954 based on a price of $0.61 per
share, being the average bid and asked price of such common equity on July 31,
2010.

APPLICABLE ONLY TO REGISTRANTS 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 Section 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[ ]N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
59,162,006 shares of common stock as of April 29, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

- ii -

---

PART I

Forward Looking Statements.

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

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

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

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

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

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

- 3 -

---

Our consolidated financial statements are stated in United
States dollars and are prepared in accordance with United States generally
accepted accounting principles. The following discussion should be read in
conjunction with our consolidated financial statements and the related notes
that appear elsewhere in this annual report.

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

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

ITEM 1. BUSINESS

Corporate History

We were incorporated in the State of Nevada on December 21,
2001 under the name Delbrook Corporation with authorized capital of
100,000,000 shares of common stock with a par value of $0.001 and 100,000,000
shares of preferred stock with a par value of $0.001. On March 15, 2004, we
changed our name to Argentex Mining Corporation. We effected this name change
by merging with our wholly owned subsidiary, Argentex Mining Corporation, a
Nevada corporation that we formed specifically for this purpose. Our company was
the surviving company in the merger. On November 5, 2007, we moved our state of
domicile from Nevada to Delaware. This re-domicile was effected by merging with
our wholly owned subsidiary Argentex Mining Corporation, a Delaware
corporation that we formed specifically for this purpose. Our subsidiary was the
surviving entity upon completion of the merger. Since November 5, 2007, we have
been a Delaware corporation.

Relocation of Corporate Jurisdiction

On January 14, 2011, we filed a registration statement on Form
S-4 with the Securities and Exchange Commission. On March 17, 2011, the
Securities and Exchange Commission declared this registration statement
effective. This registration statement has been filed in connection with, among
other annual general matters such as the election of directors, a proposed
transaction whereby we propose to redomicile our company from the State of
Delaware, in the United States, to the Province of British Columbia, Canada.
This transaction requires the approval of our shareholders. In particular, we
are seeking shareholder approval of the following:

- The merger of our company with our wholly-owned subsidiary incorporated in
  the State of Nevada for the purpose of changing our corporate jurisdiction
  from the State of Delaware to the State of Nevada; and
- Subject to the consummation of the merger, the continuation of our company
  from the State of Nevada to the Province of British Columbia, Canada.

We believe that the change of our corporate jurisdiction from
the State of Delaware to the Province of British Columbia, Canada will more
accurately reflect our operations, which are headquartered in and managed from
the Province of British Columbia, Canada. We also believe that changing our
corporate jurisdiction to the Province of British Columbia, Canada more
accurately reflects the identity of our company because Canada is the country
from which we have derived much of our financing, and our common stock is listed
on the TSX Venture Exchange in Canada. Furthermore, all of our officers and the
majority of our directors are located in British Columbia, Canada, and a large
amount of our issued and outstanding stock is owned of record by persons not
resident in the United States. We believe that the change of our corporate
jurisdiction may also enable us to qualify as a foreign private issuer in the
United States. As a foreign private issuer, we believe that our regulatory
compliance costs may decrease and our ability to raise capital should improve
because it should, under certain circumstances, enable us to issue securities in
private placement offerings with a four-month hold period (for which we believe
there is more demand than there is for securities issued in a private
placement with a minimum hold period of six months, which is currently the case)
without limiting our access to the U.S. capital markets.

- 4 -

---

Subsidiaries

We have two wholly-owned subsidiaries. One of these, Argentex
Mining Corporation, is a Nevada corporation that we formed on June 18, 2010 for
the sole purpose of enabling the proposed merger whereby our company would
change its corporate jurisdiction from the State of Delaware to the State of
Nevada (see discussion, above). The other subsidiary is SCRN Properties Ltd., a
Delaware corporation incorporated on February 13, 2004, which we formed for the
purpose of acquiring and exploring natural resource properties in Argentina.

Our Business

We are a junior exploration stage company that has not yet
generated or realized any revenues from business operations. We currently hold
interests in mineral properties located in the Rio Negro and Santa Cruz
provinces of Argentina and in the Province of British Columbia, Canada. All of
the surface rights and the mineral exploration licenses with respect to the
Argentine claims are registered in the name of our Delaware subsidiary, SCRN
Properties Ltd., while all of the mineral tenures with respect to our British
Columbia claims are registered in the name of our company. One of the properties
located in the Santa Cruz province of Argentina consists of surface rights and a
group of claims that we refer to as the Pinguino property and we have
concentrated the majority of our exploration efforts on this property. During
the next year we intend to continue to focus our exploration efforts primarily
on the Pinguino property, where we have had exploration success in discovering
polymetallic mineralization in the past, though we also plan to increase our
pre-drilling exploration efforts on our Cerro Contreras and Condor properties
and conduct reconnaissance level exploration on other select properties. We
believe that additional targeted exploration expenditures in the form of
geophysics, soil geochemistry, trenching and drilling on the Pinguino property
continues to be warranted to test the limits of known mineralization as well as
new target testing.

Our British Columbia claims were acquired on June 7, 2010. They
consist of group of three contiguous mineral tenures known as the Clapperton
Property, covering an aggregate of approximately 825 hectares of land located in
south central British Columbia, Canada, approximately 25 kilometers northeast of
the town of Merritt, British Columbia. These mineral tenures will expire on June
7, 2011 unless we maintain ownership by spending at least $3,301 in annual
exploration expenses on these properties or paying an equivalent amount in lieu.
We plan to conduct reconnaissance exploration and a property examination in
order to assess the mineral potential of these claims on a going forward basis
and we do not plan to let them expire on June 7, 2011.

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

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

We have not generated any revenue from operations since our
inception. We incurred a net loss of $5,164,198 during the year ended January
31, 2011. From inception through January 31, 2011, we have incurred a net loss
of $22,243,128. We anticipate that we will continue to incur losses without
generating any revenue from operations unless and until we are able to sell one
or more of our resource properties or identify a mineral resource in a
commercially exploitable quantity on one or more of our mineral properties and
build and operate a mine, and there can be no assurance that we will ever be able to do so. In
their report on our financial statements for the year ended January 31, 2011,
our independent auditors included an explanatory paragraph expressing concern
about our ability to continue as a going concern.

- 5 -

---

Our principal offices are located at Suite 835, 1100 Melville
Street, Vancouver, British Columbia V6E 4A6, Canada. Our telephone number at our
principal offices is (604) 568-2496. Our fax number is (604) 568-1540.

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 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.

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 29, 2011, our company has one employee and our
subsidiary, SCRN Properties Ltd., has eight full time permanent employees, nine
full time temporary employees and two consultants in Argentina. Our President,
our Chief Financial Officer and our Executive Vice President of Corporate
Development provide services pursuant to consulting agreements and our IT
consultant and another consultant who provides corporate secretary functions
provide services on an hourly basis. None of our consultants, including our
Chief Financial Officer but excluding our President and our Executive Vice
President of Corporate Development, are required by the terms of their
consulting agreements to spend all of their time on our affairs. Our President
is required to spend substantially all of his working 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

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.

- 6 -

---

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.

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 is an exploration concession which does not permit
mining but gives the owner a preferential right to 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 awarding of a cateo. A recent
amendment to the law requires that this canon fee be paid upon application for
the 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)

- 7 -

---

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.

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 three conditions as part
of its mining concession in order to maintain its title in good standing: (i)
payment of mining canons; (ii) provision of minimum investment; and (iii)
reactivation of the mine if it is 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.

- 8 -

---

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.

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. As discussed above, 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 National
Income Tax (35%), Gross Revenue Tax (one percent of revenue, depending on the
province) 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.

- 9 -

---

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.

Research and Development Expenditures

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

Patents and Trademarks

We do not own any patents or trademarks.

ITEM 1A. RISK FACTORS

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

Risks Relating to our Proposed Merger and Continuation

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

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

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

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

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

Because we expect that most of our assets after the merger and
continuation will be cash or cash equivalents and shares of our wholly-owned
subsidiary, SCRN Properties Ltd., we may in the future be classified as a PFIC.
If we are classified as a PFIC after migration, 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.

- 10 -

---

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

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

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

If we complete the merger and continuation, insiders of
our company will no longer be required to file insider reports under Section
16(a) of the Securities Exchange Act of 1934 and they will no longer be subject
to the short swing profit rule of Section 16(b) of the Securities Exchange Act
of 1934.

As a foreign private issuer, our directors, officers and
stockholders owning more than 10% of our outstanding common stock will be
subject to the insider filing requirements imposed by Canadian securities laws
but they will be exempt from the insider requirements imposed by Section 16 of
the Securities Exchange Act of 1934. The Canadian securities laws do not impose
on insiders any equivalent of the short swing profit rule imposed by Section
16 and, after completion of the continuation, our insiders will not be subject
to liability for profits realized from any short swing trading transactions,
or a purchase and sale, or a sale and purchase, of our equity securities within
less than six months. As a result, our stockholders may not enjoy the same
degree of protection against insider trading as they would under Section 16 of
the Securities Exchange Act of 1934.

If we complete the continuation, our company will no
longer be required to comply with Regulation FD.

Regulation FD, which was promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934 to prevent certain
selective disclosure by reporting companies, does not apply to non-United States
companies and will not apply to us upon completion of the continuation. As a
result, our stockholders may not enjoy the same degree of protection against
selective disclosure as they would under Section 16 of the Securities Exchange
Act of 1934.

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

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

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

- 11 -

---

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

Risks Associated With Mining

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

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business may fail. A
mineral reserve is defined by the Securities and Exchange Commission in its
Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/about/forms/industryguides.pdf) as that part of a
mineral deposit which could be economically and legally extracted or produced at
the time of the reserve determination. The probability of an individual prospect
ever having a reserve that meets the requirements of the Securities and
Exchange Commissions Industry Guide 7 is extremely remote; in all probability
none of our mineral resource properties contains any reserve and any funds
that we spend on exploration will probably be lost.

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

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

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

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

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

- 12 -

---

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

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

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

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

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

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

Risks Associated with Our Company

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

We have not generated any revenue from operations since our
incorporation. During the year ended January 31, 2011, we incurred a net loss of
$5,164,198. From inception through January 31, 2011, we have incurred an
aggregate loss of $22,243,128. We anticipate that we will continue to incur
operating expenses without revenues unless and until we are able to identify a
mineral resource in a commercially exploitable quantity on one or more of our
mineral properties and build and operate a mine or sell one or more of our
resource properties. On March 31, 2011, we had cash and cash equivalents in the
amount of approximately $5,300,000. We estimate our average monthly operating
expenses will be approximately $190,000, excluding exploration but including
general and administrative expenses, and we plan to spend approximately $15
million on the exploration of our mineral properties during this period. We believe that our cash on hand
will not be sufficient to fund our currently budgeted operating requirements for
the 12 month period ending March 31, 2012. 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 even more capital in order
to properly address these items. As we cannot assure a lender that we will be
able to successfully explore and develop our mineral properties, we will
probably find it difficult to raise debt financing from traditional lending
sources. We have traditionally raised our operating capital from sales of equity
and debt securities, but there can be no assurance that we will continue to be
able to do so. The unpredictable economy in the United States and the volatile
public equity markets may make it more difficult for us to raise capital as and
when we need it, and it is difficult for us to assess the impact this might have
on our operations or liquidity and to determine whether the prices we might
receive on the sale of minerals, if we discover any in commercially exploitable
quantities, would exceed the cost of mineral exploitation and development. If we
cannot raise the funds that we require to continue exploration of our mineral
properties, we may be forced to delay, scale back, or eliminate our exploration
activities. If any of these were to occur, there is a substantial risk that our
business would fail.

- 13 -

---

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

Although we have been in the business of exploring mineral
resource properties since 2002, we have not yet located any mineral reserve and
we have never had any revenues from our operations. In addition, our operating
history has been restricted to the acquisition and exploration of our mineral
properties and this does not provide a meaningful basis for an evaluation of our
prospects if we ever determine that we have a mineral reserve and commence the
construction and operation of a mine. We have no way to evaluate the likelihood
of whether our mineral properties contain any mineral reserve or, if they do,
that we will be able to build or operate a mine successfully. We anticipate that
we will continue to incur operating costs without realizing any revenues during
the period when we are exploring our properties. During the 12 month period
ending March 31, 2012, we expect to spend approximately $17.5 million on the
exploration of our mineral properties and on general and administrative
expenses. We therefore expect to continue to incur significant losses into the
foreseeable future. If we are unable to generate significant revenues from
mining operations and any dispositions of our properties, we will not be able to
earn profits or continue operations. At this early stage of our operation, we
also expect to face the risks, uncertainties, expenses and difficulties
frequently encountered by companies at the start up stage of their business
development. We cannot be sure that we will be successful in addressing these
risks and uncertainties and our failure to do so could have a materially adverse
effect on our financial condition. There is no history upon which to base any
assumption as to the likelihood that we will prove successful and we can provide
investors with no assurance that we will generate any operating revenues or ever
achieve profitable operations.

Because all of our officers and directors are located
outside of the United States, you may have no effective recourse against them
for misconduct and you may not be able to enforce judgment and civil liabilities
against them.

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

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

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

- 14 -

---

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

Trends, Risks and Uncertainties

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

ITEM 2. PROPERTIES.

Principal Offices

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$7,289 (CDN $7,289) 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 $2,500 per month. We believe that our office space
and facilities are sufficient to meet our present needs and we do not anticipate
any difficulty securing alternative or additional space, as needed, on terms
acceptable to us.

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

Mineral Properties

Our wholly-owned subsidiary company, SCRN Properties Ltd., owns
interests in four mineral properties located in the Rio Negro and Santa Cruz
provinces 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 kilometers northeast of the town of Merritt, British Columbia.
These mineral tenures will expire on June 7, 2011 unless we maintain ownership
by spending at least $3,301 in annual exploration expenses on these properties
or paying an equivalent amount in lieu. We plan to conduct reconnaissance
exploration and a property examination in order to assess the mineral potential
of these claims on a going forward basis and we do not plan to let them expire
on June 7, 2011.

- 15 -

---

To date, we have concentrated the bulk of our exploration
efforts and expenditures on the Pinguino property, which is located in the Santa
Cruz province of Argentina. During the next 12 months, we intend to continue to
focus our efforts primarily on this property and two of our other properties
that are also located in the Santa Cruz province of Argentina  the Contreras
property and the Condor property.

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

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

Pinguino Property

Acquisition

We purchased the Pinguino property pursuant to a mineral
property option agreement dated February 24, 2004 between our company and
Christopher Dyakowski, who became our President, Secretary, Treasurer and a
member of our board of directors immediately after the agreement was signed. The
purchase price for the property was approximately $393,390 (CAD$450,000) and was
paid in five installments as follows:

- approximately $43,710 (CAD$50,000), paid on July 1, 2004;
- approximately $65,565 (CAD$75,000), paid on September 9, 2005;
- approximately $87,420 (CAD$100,000), paid on July 1, 2006;
- approximately $87,420 (CAD$100,000), paid on June 26, 2007; and
- approximately $109,275 (CAD$125,000) paid on June 5, 2008.

Now that we have finished paying for the Pinguino property, we
own it 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 Pinguino property for the sum of approximately $1,000,000
(CAD$1,000,000) and all of it for the sum of approximately $2,000,000
(CAD$2,000,000). Title to all of the claims comprising the Pinguino 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 our Pinguino mineral property located in the Santa Cruz
Province of Argentina for a purchase price of $815,000.

Location

The Pinguino property is located in southern Argentina in the
north-central part of the Province of Santa Cruz, centered at longitude 68o34 West and latitude 48o00 South. The location is shown on
the map below:

- 16 -

---



Description of Mineral Claims

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

|Property Name | Expediente No. (File No.) | Registered Holder    | Claim Type                            | Size (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          
|Pinguino      | 414.409/00                | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 1,500          

- 17 -

---

|Property Name          | Expediente No. (File No.)                   | Registered Holder    | Claim Type  | Size (Hectares)
|---------------------- | ------------------------------------------- | -------------------- | ----------- | ---------------
|Pertinencias 1  30(1) | Described by Gauss Kruger
      Coordinates | SCRN Properties Ltd. | Pertinencia | 180            

Note

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

Maintenance fees to be paid on a Manifestacion de
Descubrimiento and a Pertinencia are known as canons. The canons are to be
paid twice a year (first of which is due before or in the beginning of the first
half of each year and the second of which is due before or in the beginning of
the second half of each year). We are current in the payment of our canons and
maintenance fees on our Pinguino property.

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

Prior Work

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

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

Our Work on the Pinguino Property to Date

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

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

In March 2006, we undertook a second drill program on the
Pinguino property. We continued to focus on the Marta vein system, much of which
remained untested from the previous drilling. The method of drill target
definition in this drilling was different than previous drilling in that
geophysical anomalies along the Marta trend were tested. Again, a number of
mineralized silver-gold intervals were discovered in the northern part of the
Marta vein but, in the southern portion, two drill holes intersected into a
substructure of the main Marta vein that revealed high 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.

- 18 -

---

A follow-up drill program consisting of 30 holes for a total of
3,000 meters was completed in mid-January 2007. We focused on the central part
of the Marta vein system, which included a number of new sulphide targets
discovered by detailed mapping, prospecting and geophysics. The results of this
program proved the existence of multiple sulphide veins in the central part of
the Marta vein system. This sulphide vein system discovered to date occurred
within an area of approximately 4 square kilometres (2.4 square miles). We
announced the analytical results for this 30 hole drilling program on April 16
and April 23, 2007.

In late 2007, we initiated a large drill program on the
Pinguino property, targeting existing mineralized zones along strike and to
depth as well as new targets with little or no existing testing. The first zone
tested was Marta Centro and results released in early April 2008 confirmed the
continuation of known base metal mineralization to depths further than
previously tested. 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 meters (68,185 feet) of HQ diamond drilling at Pinguino
using two independent drill contractors. A total of 15 base-metal and
precious-metal veins were tested 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.

The last hole in the 2007-2008 program, hole P269, was located
in Marta Centro and was the deepest hole ever drilled at Pinguino. It returned
an intersection of 8.85 meters (29 feet) returned 92 g/t silver and 6.55%
combined lead-zinc at a depth of approximately 400 meters (1,312 feet) below the
top of the mineralized zone. Our management believes this may be the deepest and
thickest mineralized intercept yet discovered in the entire Deseado Massif of
Santa Cruz province.

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

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

In December 2009, we commenced the diamond drilling for the
2009-2010 exploration program at Pinguino. 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 meters (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.

The Pinguino property has been the focus of pre-drilling
advanced exploration and target definition exploration work in the last quarter
of 2010. We completed approximately 275 linear km of ground magnetometer surveys
with 1200 meters 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
Pinguino 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.

We signed a drill contract with Major Perforaciones S.A. on
January 3, 2011 for drilling on the Pinguino property in 2011 for a minimum of
10,000 meters of reverse circulation drilling in the shallow oxidized portion of
the silver-enriched high grade zones discovered previously. Our objective is to
expand those centers of significant mineralization along strike and at depth. We
have recently signed a second contract with the same drilling contractor to provide a diamond drill rig for a minimum of
2,000 meters of diamond core drilling on the Pinguino property. The objective of
the core rig is to test extensions of known mineralization to significant depth
as determined by results of the deep Induced Polarization test and for new
target testing.

- 19 -

---

On March 28, 2011 we announced the first drilling results of
our 2011 exploration program at Pinguino. Marta Noroeste was the first target
tested in the 2011 exploration program. The focus of the current drilling
campaign is shallow testing of 2010 reconnaissance discoveries to expand these
zones along strike and at depth with the goal of expanding the near surface
silver resource at Pinguino. This drilling has returned the highest silver
grades ever returned on Marta Noroeste with an intersection of 4 meters of 965
g/t Ag and 3.23 g/t Au.

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.

Geology

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

Mineralization in the Pinguino area was discovered by a prior
owner in 1994. This prior owner made the decision to divest itself of the
property in 1998. We acquired the property in early 2004, at which time we
initiated a comprehensive work program. Our initial exploration program was
focused on an Ag epithermal deposit, but in 2006 we redefined our program in
light of our discovery of a polymetallic epithermal deposit type.

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

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

A total of 14 additional line kilometers (8.7 additional line
miles) of veins were discovered in 12 new structures. Mapped veins at the
property now cover a combined strike length of 74 kilometers (45 miles).
Mineralization has been tested and found at depth to more than 410 meters below
surface and in drilling in 15 of 47 mapped veins. Two types of veins can be
recognized.

Quartz-rich veins are represented by four NW-striking
orientations. There are silver-gold rich hydrothermal breccias; with several
silver-rich ore shoots along the structure. The sulphide-rich veins are
represented by both northwest and two east-northeast vein orientations. The
majority of these veins are located in a 6 square kilometer area that is just
above an east-northeast dioritic shallow intrusion. This type of vein has
silver, zinc, gold, indium, copper, lead, with minor tin, tungsten and bismuth
anomalous contents.

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

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

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

- 20 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)AREA:
      KaeP117
    25.00
    43.00
    18.00
    3
    0.02
    8.0
    0.28
    1.02P117
    33.00
    43.00
    10.00
    6
    0.02
    10.8
    0.35
    1.47P117
    36.00
    42.00
    6.00
    6
    0.02
    12.7
    0.43
    1.81AREA:
      KasiaP110
    32.80
    34.15
    1.35
    1
    0.08
    52.4
    2.63
    3.17P110
    40.05
    63.95
    23.90
    3
    0.04
    13.8
    0.67
    1.39P110
    41.05
    44.10
    3.05
    3
    0.06
    11.6
    0.58
    2.40P110
    57.42
    60.40
    2.98
    12
    0.11
    23.6
    1.05
    2.40P111
    41.90
    64.78
    22.88
    21
    0.10
    9.1
    0.51
    1.72P111
    50.55
    62.75
    12.20
    33
    0.16
    14.4
    0.80
    2.65P111
    60.36
    62.75
    2.39
    145
    0.66
    29.3
    0.81
    6.25P112
    37.10
    38.60
    1.50
    25
    0.01
    11.2
    0.74
    2.06P112
    37.10
    47.70
    10.60
    11
    0.02
    11.7
    0.37
    1.25P112
    43.50
    46.70
    3.20
    16
    0.03
    19.9
    0.57
    1.77P242
    41.00
    45.75
    4.75
    16
    0.02
    30.0
    0.43
    2.31P243
    34.60
    54.50
    19.90
    36
    0.03
    23.3
    0.52
    4.19P244
    47.50
    57.30
    9.80
    4
    0.85
    8.7
    0.36
    1.55P244
    61.00
    65.90
    4.90
    13
    0.06
    16.9
    0.45
    1.84P245
    36.26
    48.00
    11.74
    17
    0.08
    9.3
    0.48
    1.39AREA:
      Marta CentroP001
    33.80
    37.65
    3.85
    na*
    3.92
    91.6
    na*
    na*P005
    11.85
    14.50
    2.65
    na*
    1.22
    128.0
    na*
    na*P006
    27.30
    28.87
    1.57
    na*
    0.49
    208.0
    na*
    na*P007
    43.65
    46.95
    3.30
    na*
    0.53
    93.2
    na*
    na*P010
    26.35
    36.00
    9.65
    na*
    0.41
    91.5
    na*
    na*P011
    43.90
    52.04
    8.14
    na*
    2.44
    158.7
    na*
    na*P012
    58.27
    60.34
    2.07
    na*
    2.84
    84.9
    na*
    na*P012
    72.09
    73.50
    1.41
    na*
    0.87
    193.0
    na*
    na*P013
    14.60
    17.74
    3.14
    na*
    1.22
    126.5
    na*
    na*P014
    28.09
    30.70
    2.61
    na*
    2.50
    106.8
    na*
    na*P014
    35.10
    37.80
    2.70
    na*
    4.87
    98.8
    na*
    na*P015
    53.90
    56.18
    2.28
    na*
    1.51
    67.5
    na*
    na*


- 21 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P016
    73.19
    76.00
    2.81
    na*
    3.83
    272.3
    na*
    na*P017
    16.54
    18.60
    2.06
    na*
    0.44
    98.2
    na*
    na*P021
    76.75
    77.15
    0.40
    na*
    12.43
    24.0
    na*
    na*P023
    43.78
    44.23
    0.45
    na*
    3.89
    131.9
    na*
    na*P023
    51.08
    53.15
    2.07
    na*
    0.79
    164.9
    na*
    na*P024
    32.00
    33.90
    1.90
    na*
    8.19
    916.7
    na*
    na*P025
    14.00
    17.38
    3.38
    na*
    1.14
    525.9
    na*
    na*P026
    23.00
    25.40
    2.40
    na*
    2.26
    620.3
    na*
    na*P026
    29.15
    32.00
    2.85
    na*
    0.70
    201.3
    na*
    na*P027
    49.20
    52.00
    2.80
    na*
    1.09
    411.8
    na*
    na*P028
    14.15
    17.00
    2.85
    na*
    0.41
    324.8
    na*
    na*P029
    33.50
    35.07
    1.57
    na*
    0.14
    393.7
    na*
    na*P029
    37.14
    39.05
    1.91
    na*
    0.36
    523.4
    na*
    na*P053
    45.70
    56.50
    10.80
    177
    0.85
    138.7
    3.02
    8.09P054
    56.00
    64.00
    8.00
    70
    0.90
    50.8
    1.06
    5.00P054
    56.00
    64.00
    8.00
    70
    0.90
    50.8
    1.06
    5.00P071
    21.70
    25.50
    3.80
    7
    0.88
    157.0
    0.70
    0.02P072
    13.20
    25.90
    12.70
    2
    0.60
    18.0
    0.54
    0.03P073
    34.90
    37.50
    2.60
    27
    5.52
    704.0
    1.28
    0.06P074
    44.65
    50.50
    5.85
    207
    1.05
    201.0
    4.34
    8.18P075
    46.90
    56.14
    9.24
    59
    0.29
    45.0
    1.83
    5.64P076
    48.00
    51.30
    3.30
    158
    0.81
    113.0
    2.52
    9.98P077
    33.75
    50.25
    16.50
    30
    0.23
    29.0
    0.39
    2.34P078
    29.50
    49.00
    19.50
    30
    0.17
    25.0
    0.48
    2.70P079
    57.57
    59.66
    2.09
    14
    0.77
    239.0
    0.78
    0.63P080
    64.20
    72.80
    8.60
    64
    0.56
    53.0
    0.81
    4.36P081
    55.07
    70.00
    14.93
    105
    0.41
    78.0
    2.03
    6.91P082
    59.10
    71.40
    12.30
    188
    0.58
    101.0
    1.95
    9.37P082
    99.20
    117.92
    18.72
    15
    0.12
    29.0
    0.98
    1.34P083
    60.60
    70.80
    10.20
    91
    0.33
    78.0
    1.70
    6.92P084
    84.70
    96.00
    11.30
    33
    0.45
    38.0
    0.54
    3.51P085
    76.87
    91.10
    14.23
    45
    0.29
    52.0
    1.41
    4.14P086
    82.40
    97.10
    14.70
    117
    0.42
    73.0
    1.72
    7.22


- 22 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P087
    68.00
    182.80
    114.80
    9
    0.08
    18.0
    0.45
    1.34P087
    86.50
    98.00
    11.50
    54
    0.38
    130.0
    3.08
    6.17P088
    53.37
    67.15
    13.78
    26
    0.24
    36.0
    0.52
    2.92P089
    74.75
    87.67
    12.92
    17
    0.17
    24.0
    0.48
    2.52P090
    62.30
    76.70
    14.40
    25
    2.06
    32.0
    0.36
    1.96P091
    52.85
    69.46
    16.61
    10
    0.06
    5.0
    0.09
    1.03P092
    44.53
    55.03
    10.50
    2
    0.01
    3.0
    0.11
    0.62P093
    53.67
    60.80
    7.13
    9
    0.17
    43.0
    1.10
    3.56P122
    63.00
    66.20
    3.20
    15
    0.70
    91.0
    1.90
    5.00P123
    60.00
    68.50
    8.50
    12
    0.30
    61.0
    0.70
    0.90P126
    61.60
    67.90
    6.30
    3
    1.70
    38.0
    1.00
    2.60P130
    103.00
    108.80
    5.80
    69
    0.40
    45.0
    1.00
    3.40P131
    94.50
    114.80
    20.30
    23
    0.20
    31.0
    0.70
    3.10P132
    95.90
    108.90
    13.00
    52
    0.30
    33.0
    0.80
    4.60P133
    100.30
    169.70
    69.40
    30
    0.20
    22.0
    0.50
    2.40P134
    96.20
    114.00
    17.80
    36
    0.20
    58.0
    1.60
    3.20P135
    97.50
    109.40
    11.90
    4
    0.10
    18.0
    0.40
    1.50P136
    125.80
    135.70
    9.90
    97
    0.40
    22.0
    0.40
    4.00P138
    106.20
    127.10
    20.90
    32
    0.20
    34.0
    0.90
    3.10P139
    124.10
    129.00
    4.90
    74
    0.50
    103.0
    2.40
    6.10P140
    116.48
    123.00
    6.52
    44.7
    0.41
    103.4
    3.43
    7.07P141
    115.60
    124.70
    9.10
    4
    0.20
    73.0
    0.80
    2.00P163
    208.80
    222.32
    13.52
    46
    0.35
    50.6
    1.61
    7.91P164
    198.00
    210.70
    12.70
    60
    0.44
    141.0
    3.34
    6.05P165
    182.10
    198.85
    16.75
    18
    0.18
    50.9
    0.58
    2.45P166
    203.60
    208.10
    4.50
    15.9
    0.50
    107.6
    1.39
    6.13P167
    195.30
    206.35
    11.05
    51
    0.28
    44.3
    1.06
    5.13P168
    213.00
    221.00
    8.00
    11
    0.22
    30.7
    0.62
    2.44P169
    200.90
    212.56
    11.66
    20
    0.28
    32.0
    0.66
    3.58P170
    245.87
    256.23
    10.36
    24
    0.30
    29.5
    0.46
    2.28P172
    251.40
    262.25
    10.85
    46
    0.34
    26.8
    0.89
    7.26P173
    246.80
    256.78
    9.98
    54
    0.46
    90.8
    2.22
    6.74P264
    72.80
    83.80
    11.00
    18
    0.11
    33.8
    0.66
    2.44


- 23 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P264
    91.40
    94.85
    3.45
    7
    0.53
    46.3
    0.54
    3.39P265
    86.52
    96.50
    9.98
    1
    0.21
    44.7
    0.73
    1.49P266
    104.85
    108.85
    4.00
    1
    0.06
    11.3
    0.62
    1.27P268
    227.40
    232.80
    5.40
    11
    0.70
    59.0
    1.13
    3.06P269
    364.60
    373.45
    8.85
    2
    0.35
    92.3
    2.08
    4.47AREA:
      Marta EstePR14-11
    0.00
    32.00
    32.00
    na*
    0.07
    41.7
    na*
    na*5.00
    6.00
    1.00
    na*
    1.02
    659.0
    na*
    na*PR16-11
    23.00
    24.00
    1.00
    na*
    0.02
    8.6
    na*
    na*PR18-11
    23.00
    42.00
    19.0
    na*
    0.17
    39.3
    na*
    na*26.00
    27.00
    1.00
    na*
    2.18
    692.0
    na*
    na*PR20-11
    24.00
    32.00
    8.00
    na*
    0.32
    105.9
    na*
    na*26.00
    29.00
    3.00
    na*
    0.36
    214.3
    na*
    na*PR21-11
    118.00
    125.00
    7.00
    na*
    0.28
    51.0
    na*
    na*124.00
    125.00
    1.00
    na*
    1.40
    274.0
    na*
    na*PR23-11
    19.00
    28.00
    9.00
    na*
    1.97
    473.0
    na*
    na*23.00
    27.00
    4.00
    na*
    3.23
    965.0
    na*
    na*PR28-11
    18.00
    20.00
    2.00
    na*
    0.33
    67.5
    na*
    na*41.00
    44.00
    3.00
    na*
    0.28
    46.4
    na*
    na*PR-54-11
    14.00
    28.00
    14.00
    na*
    1.6
    114.2
    na*
    na*23.00
    28.00
    5.00
    na*
    2.68
    202.8
    na*
    na*PR55-11
    18.00
    31.00
    13.00
    na
    1.08
    144.7
    na*
    na*23.00
    28.00
    5.00
    na*
    2.36
    309.4
    na*
    na*PR58-11
    24.00
    27.00
    3.00
    na*
    1.35
    128.3
    na*
    na*PR59.11
    17.00
    27.00
    10.00
    na*
    1.47
    149.5
    na*
    na*17.00
    19.00
    2.00
    na*
    2.29
    201.0
    na*
    na*PR-61-11
    9.00
    29.00
    20.00
    na*
    0.22
    34.9
    na*
    na*PR62-11
    8.00
    32.00
    24.00
    na*
    0.68
    277.4
    na*
    na*17.00
    29.00
    12.00
    na*
    1.12
    512.5
    na*
    na*PR63-11
    23.00
    25.00
    2.00
    na*
    0.29
    41.5
    na*
    na*PR65-11
    8.00
    9.00
    1.00
    na*
    0.02
    14.9
    na*
    na*P055
    50.30
    55.80
    5.50
    na*
    0.43
    80.6
    0.08
    0.04P056
    61.50
    71.60
    10.10
    na*
    1.17
    375.1
    0.16
    0.08


- 24 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P057
    36.60
    39.50
    2.90
    na*
    0.31
    149.2
    0.17
    0.04P057
    52.20
    54.00
    1.80
    na*
    0.87
    133.4
    1.31
    0.03P058
    31.1
    43.7
    12.6
    na*
    0.78
    108.9
    0.25
    0.05P058
    47.50
    50.10
    2.60
    na*
    0.63
    230.9
    1.22
    0.09P059
    22.10
    24.40
    2.30
    na*
    0.37
    158.2
    0.14
    0.03P059
    48.00
    62.00
    14.00
    na*
    1.74
    235.4
    1.52
    0.38P140
    115.50
    126.20
    10.70
    34
    0.30
    68.0
    2.25
    5.05P140
    169.20
    178.20
    9.00
    25
    0.10
    12.0
    0.40
    2.37P140
    190.60
    194.50
    3.90
    3
    0.10
    13.0
    0.56
    1.05P143
    73.20
    83.70
    10.50
    0
    1.10
    23.0
    0.60
    0.90P144
    87.50
    90.46
    3.00
    3
    0.20
    35.0
    2.50
    1.60P145
    65.60
    84.70
    19.10
    1
    0.80
    384.0
    1.50
    1.60P146
    63.85
    79.00
    15.20
    1
    0.40
    185.0
    1.10
    0.80P147
    62.30
    69.00
    6.70
    3
    1.50
    112.0
    2.50
    1.30P147
    74.40
    76.90
    2.50
    0.3
    5.32
    29.0
    0.75
    0.76P148
    65.05
    73.50
    8.50
    4
    0.70
    48.0
    0.20
    0.10P151
    59.60
    69.50
    9.90
    0
    0.90
    29.0
    0.10
    0.10P152
    61.40
    70.55
    9.20
    1
    1.10
    48.0
    0.07
    0.03P153
    65.10
    81.30
    16.20
    7
    2.30
    371.0
    0.20
    0.10P154
    59.10
    77.80
    18.70
    2
    1.90
    422.0
    0.10
    0.10P155
    63.90
    76.80
    12.90
    1
    0.50
    168.0
    0.65
    0.08P160
    91.00
    94.00
    3.00
    10
    1.00
    213.0
    0.31
    0.28P160
    100.60
    105.00
    4.40
    6
    0.90
    92.0
    0.42
    0.31P160
    56.81
    58.05
    1.24
    0.1
    1.24
    191.1
    0.12
    0.07P161
    85.90
    98.60
    12.70
    1
    0.50
    160.0
    2.09
    0.56P161
    38.13
    40.44
    2.31
    0
    2.57
    172.8
    0.06
    0.03P205
    160.25
    161.75
    1.50
    0.9
    3.06
    10.4
    0.79
    0.8P206
    109.35
    111.40
    2.05
    0.3
    0.33
    269.2
    1.37
    1.75P206
    116.00
    121.75
    5.75
    1.4
    0.52
    75.0
    1.09
    1.94P206
    118.10
    119.4
    1.30
    5.1
    0.96
    192.5
    2.19
    5.28P206
    118.10
    120.96
    2.86
    2.6
    0.78
    113.2
    1.14
    3.05P208
    104.32
    112.95
    8.63
    4
    0.55
    164.7
    1.14
    5.09P209
    145.50
    150.00
    4.50
    8
    0.35
    168.4
    0.60
    4.98


- 25 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P209
    145.50
    150.00
    4.50
    7.7
    0.35
    168.4
    3.92
    4.98P209
    145.50
    150.00
    4.50
    7.7
    0.35
    168.4
    0.6
    4.98P210
    106.00
    112.95
    6.95
    1
    0.27
    26.4
    0.94
    1.85P211
    142.60
    145.78
    3.18
    2
    0.14
    14.7
    0.33
    2.59P211
    164.70
    170.30
    5.60
    0
    0.09
    14.4
    0.68
    0.91P211
    175.00
    177.50
    2.50
    2
    0.31
    47.2
    1.78
    2.40P212
    65.64
    66.67
    1.03
    0
    1.42
    302.0
    0.13
    0.09P214
    119.12
    121.47
    2.35
    8
    0.87
    250.2
    0.35
    0.39P215
    157.74
    160.7
    2.96
    6.2
    1.11
    27.3
    0.42
    0.68P215
    157.74
    162.63
    4.89
    8
    0.91
    21.1
    0.40
    0.61P217
    157.00
    163.74
    6.74
    19
    1.65
    245.0
    1.73
    3.82P217
    157.00
    161.96
    4.96
    22.2
    2.17
    314.0
    2.13
    4.76P221
    164.20
    172.10
    7.90
    20
    0.33
    74.2
    1.46
    3.08P225
    127.24
    130.71
    3.47
    13
    0.25
    58.4
    1.20
    2.57P227
    152.62
    162.08
    9.46
    24
    0.29
    127.2
    2.00
    4.36P227
    42.00
    50.00
    8.00
    0
    1.24
    1.4
    0.03
    0.02P227
    172.08
    174.08
    2.00
    2.3
    0.14
    43.1
    1.27
    1.46P227
    231.68
    233.66
    1.98
    0.1
    0.94
    1.6
    0.04
    0.19P227
    240.60
    242.55
    1.95
    1
    2.25
    35.3
    0.67
    1.84P229
    16.70
    19.45
    2.75
    22
    1.12
    255.7
    0.26
    0.16P232
    221.30
    230.95
    9.65
    2
    0.15
    34.3
    1.76
    3.27P233
    215.25
    220.50
    5.25
    1
    0.48
    32.9
    0.96
    2.09P234
    204.50
    211.25
    6.75
    9
    0.32
    37.8
    1.17
    3.96AREA:
      Marta NoroesteP060
    42.60
    44.60
    2.00
    na*
    1.42
    2.6
    0.01
    0.01P061
    24.60
    25.60
    1.00
    na*
    0.06
    107.4
    0.15
    0.03P062
    47.50
    52.30
    4.80
    na*
    0.18
    74.1
    0.04
    0.01P062
    63.00
    69.30
    6.30
    na*
    2.11
    60.3
    0.06
    0.01P196
    79.18
    79.60
    0.42
    na*
    251.2 6
    >100
    0.51
    0.16P197
    99.15
    100.50
    1.35
    0
    6.99
    773.5
    0.15
    0.11P290-10
    32.60
    35.40
    2.80
    0.0
    0.68
    138.3
    0.08
    0.01AREA:
      Marta Norte


- 26 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P031
    43.60
    46.50
    2.90
    na*
    0.56
    509.3
    na*
    na*P032
    28.30
    37.10
    8.80
    na*
    0.90
    1094.9
    na*
    na*P063
    52.00
    54.00
    2.00
    na*
    0.28
    466.9
    0.07
    0.01P064
    41.00
    48.00
    7.00
    na*
    0.26
    241.2
    0.71
    0.01P065
    57.40
    59.40
    2.00
    na*
    0.04
    67.0
    0.05
    0.19P066
    31.00
    35.00
    4.00
    na*
    0.10
    118.0
    0.06
    0.05P067
    14.90
    16.20
    1.30
    na*
    0.26
    173.6
    0.12
    0.09P068
    20.90
    22.20
    1.30
    na*
    0.18
    224.0
    0.04
    0.03P068
    48.60
    50.50
    1.90
    na*
    0.21
    277.0
    0.79
    0.58P069
    42.70
    45.30
    2.60
    na*
    0.18
    191.0
    0.21
    0.05P070
    30.00
    36.20
    6.20
    na*
    0.15
    100.0
    0.14
    0.02P174
    71.10
    75.10
    4.00
    0
    0.21
    403.7
    0.99
    0.47P176
    67.90
    71.50
    3.60
    0
    0.75
    245.5
    2.07
    0.26P177
    87.05
    90.48
    3.43
    0
    0.31
    180.7
    8.27
    0.25P178
    77.35
    80.20
    2.85
    0
    0.20
    274.3
    0.14
    0.17P183
    85.00
    93.10
    8.10
    0
    0.38
    178.1
    0.70
    0.70P183
    114.70
    115.75
    1.05
    1
    0.09
    151.2
    1.01
    5.79P270-10
    28.20
    31.20
    3.00
    0.0
    0.04
    147.0
    0.02
    0.02P271-10
    14.40
    20.50
    6.10
    0.0
    0.25
    383.9
    0.14
    0.02P272-10
    12.70
    20.70
    8.00
    0.0
    0.28
    273.2
    013
    0.01P273-10
    3.10
    25.10
    22.00
    0.0
    0.42
    205.2
    0.07
    0.01P274-10
    15.90
    17.10
    1.20
    0.0
    0.01
    28.8
    0.04
    0.05P275-10
    0.45
    25.20
    24.75
    0.0
    0.06
    114.7
    0.06
    0.01P276-10
    5.20
    21.62
    16.42
    0.0
    0.10
    99.7
    0.13
    0.02P277-10
    21.70
    22.70
    1.00
    0.0
    0.20
    373.0
    0.42
    0.01P278-10
    7.60
    19.30
    11.70
    0.0
    0.44
    394.5
    0.05
    0.01P279-10
    26.20
    31.65
    5.45
    0.0
    0.10
    177.7
    0.06
    0.02P280-10
    0.50
    1.30
    0.80
    0.0
    0.01
    84.8
    0.03
    0.02P281-10
    7.52
    11.55
    4.03
    0.0
    0.52
    297.4
    0.03
    0.02P282-10
    16.27
    19.85
    3.58
    0.1
    0.03
    127.6
    0.06
    0.02P283-10
    31.00
    33.00
    2.00
    0.0
    0.00
    50.1
    0.00
    0.01P291-10
    60.80
    61.00
    0.20
    0.1
    0.09
    99.0
    1.21
    1.99P292-10
    121.58
    122.07
    0.49
    0.0
    0.02
    78.0
    2.64
    2.98


- 27 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P293-10
    73.30
    73.55
    0.25
    0.0
    0.09
    2.9
    0.03
    0.05P320-10
    23.90
    24.70
    0.80
    0.0
    0.00
    14.4
    0.01
    0.00AREA:
      Marta SurP040
    37.20
    41.71
    4.51
    na*
    0.50
    168.2
    na*
    na*P040
    40.20
    41.71
    1.51
    na*
    1.16
    375.0
    na*
    na*P041
    47.25
    58.95
    11.70
    na*
    0.55
    134.6
    na*
    na*P041
    57.50
    58.95
    1.45
    na*
    1.15
    175.0
    na*
    na*P044
    47.00
    51.65
    4.65
    na*
    2.62
    37.6
    na*
    na*P044
    56.64
    62.50
    5.86
    na*
    4.79
    23.6
    na*
    na*P044
    57.25
    59.90
    2.65
    na*
    8.69
    37.2
    na*
    na*P051
    42.00
    43.20
    1.20
    na*
    1.68
    16.0
    0.01
    0.04P051
    50.90
    51.90
    1.00
    na*
    1.55
    33.4
    0.01
    0.03P052
    66.80
    82.40
    15.60
    na*
    0.23
    21.0
    0.01
    0.08PR66-11
    27.00
    29.00
    2.00
    na*
    0.56
    13.6
    na*
    na*PR68-11
    24.00
    41.00
    17.00
    na*
    0.15
    64.6
    na*
    na*27.00
    30.00
    3.00
    na*
    0.36
    118.0
    na*
    na*PR69-11
    18.00
    36.00
    18.00
    na*
    0.03
    26.5
    na*
    na*20.00
    21.00
    1.00
    na*
    0.15
    83.0
    na*
    na*PR71-11
    18.00
    38.00
    20.00
    na*
    0.04
    26.9
    na*
    na*28.00
    29.00
    1.00
    na*
    0.17
    167.0
    na*
    na*PR73-11
    13.00
    46.00
    33.00
    na*
    0.17
    41.5
    na*
    na*27.00
    37.00
    10.00
    na*
    0.12
    85.0
    na*
    na*45.00
    46.00
    1.00
    na*
    3.89
    42.8
    na*
    na*PR74-11
    32.00
    36.00
    4.00
    na*
    0.27
    12.9
    na*
    na*PR76-11
    23.00
    24.00
    1.00
    na*
    0.55
    5.3
    na*
    na*PR78-11
    21.00
    22.00
    1.00
    na*
    0.30
    0.4
    na*
    na*PR79-11
    21.00
    34.00
    13.00
    
    0.11
    44.5
    na*
    na*21.00
    22.00
    1.00
    
    0.66
    327.0
    na*
    na*PR81-11
    20.00
    27.00
    7.00
    
    0.13
    37.2
    na*
    na*21.00
    22.00
    1.00
    
    0.50
    123.00
    na*
    na*AREA:
      SavaryP115
    28.30
    28.80
    0.50
    1
    1.08
    45.0
    1.59
    0.47P116
    37.70
    39.70
    2.00
    33
    0.72
    35.3
    0.84
    2.48


- 28 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P256
    39.42
    42.85
    3.43
    30.1
    0.88
    39.5
    0.67
    2.4P257
    17.65
    19.65
    2.00
    2.6
    1.97
    11.2
    0.10
    0.05P257
    25.65
    29.55
    3.90
    16.4
    0.87
    20.1
    6.02
    0.04P262
    41.00
    45.00
    4.00
    17.8
    1.42
    5.2
    0.10
    0.03P262
    65.00
    68.78
    3.78
    1.2
    2.21
    3.0
    0.10
    0.04AREA:
      Sonia12.3P113
    31.45
    33.30
    1.85
    121
    0.73
    273.6
    5.33
    5P113
    31.45
    56.00
    24.55
    21
    0.17
    30.2
    0.58
    1.56P118
    18.47
    19.03
    0.56
    13
    0.03
    14.6
    0.95
    0.07P118
    31.10
    34.40
    3.30
    1
    0.87
    45.3
    0.48
    0.08AREA:
      YvonneP046
    54.50
    56.07
    1.57
    37
    2.29
    50.9
    0.09
    1.76P046
    66.44
    67.60
    1.16
    31
    0.89
    15.0
    0.09
    1.54P047
    40.20
    41.70
    1.50
    152
    2.55
    22.3
    0.49
    5.65P047
    65.40
    66.95
    1.55
    14
    2.06
    8.3
    0.04
    0.50P047
    69.00
    71.50
    2.50
    31
    1.40
    47.1
    0.10
    1.17P048
    19.30
    24.24
    4.94
    20
    6.68
    49.9
    0.16
    0.14P048
    22.30
    23.30
    1.00
    73
    30.64
    100.0
    0.57
    0.31P049
    82.25
    84.50
    2.25
    48
    3.54
    40.6
    0.12
    0.64P050
    37.00
    38.40
    1.40
    80
    5.20
    101.9
    0.24
    1.73P050
    50.30
    72.48
    22.18
    na*
    na*
    na*
    0.06
    0.55P095
    35.37
    36.37
    1.00
    107
    8.00
    95.0
    0.34
    0.51P096
    28.50
    35.15
    6.65
    15
    2.38
    54.0
    0.11
    0.03P097
    27.25
    30.37
    3.12
    17
    1.44
    31.0
    0.38
    0.04P097
    39.33
    39.83
    0.50
    81
    2.30
    96.0
    0.34
    2.87P098
    17.75
    18.46
    0.71
    48
    2.37
    35.0
    0.05
    0.41P101
    56.18
    60.18
    4.00
    69
    3.06
    41.0
    0.12
    1.49P102
    52.56
    57.40
    4.84
    71
    1.98
    61.0
    0.21
    2.16P106
    76.07
    77.43
    1.36
    82
    3.64
    75.9
    0.12
    0.98P107
    71.90
    97.10
    25.20
    12
    0.48
    7.0
    0.05
    0.69P108
    44.98
    84.17
    39.19
    11
    0.53
    9.0
    0.06
    0.56P109
    65.05
    67.05
    2.00
    28
    1.81
    16.7
    0.02
    0.39


- 29 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P109
    71.05
    74.86
    3.81
    22
    1.22
    18.3
    0.06
    0.93AREA:
      Yvonne NorteP103
    36.10
    38.15
    2.05
    14
    0.10
    12.8
    0.12
    1.36P103
    49.00
    63.45
    14.45
    13
    0.13
    5.8
    0.13
    1.08P103
    51.48
    52.60
    1.12
    118
    0.39
    29.8
    0.33
    4.78P104
    20.70
    31.60
    10.90
    15
    0.14
    11.8
    0.07
    0.02P105
    50.35
    51.85
    1.50
    33
    4.48
    72.6
    0.36
    0.42P105
    50.35
    61.30
    10.95
    10
    1.06
    16.9
    0.10
    0.17P105
    55.90
    56.46
    0.56
    34
    5.49
    68.4
    0.10
    0.11AREA:
      Yvonne SurP094
    25.60
    29.10
    3.50
    56
    0.71
    268.6
    2.22
    0.04P099
    43.40
    45.40
    2.00
    37
    0.16
    11.0
    0.20
    1.39P100
    33.50
    36.00
    2.50
    11
    1.13
    13.0
    0.03
    0.06P100
    42.00
    46.00
    4.00
    34
    0.89
    48.2
    0.07
    0.32P100
    71.30
    79.30
    8.00
    51
    0.51
    13.5
    0.35
    2.46P200
    38.63
    52.90
    14.27
    34
    0.26
    41.5
    1.43
    4.07P200
    70.38
    81.28
    10.90
    33
    0.25
    130.2
    6.49
    7.89P251
    47.40
    58.40
    11.00
    5
    0.08
    11.4
    0.51
    1.32P252
    43.70
    63.90
    20.20
    4
    0.08
    18.2
    0.87
    2.19P252
    81.70
    93.95
    12.25
    2
    0.04
    8.5
    0.42
    1.27AREA:
      YvonneSur-MarcellaP200
    69.84
    82.33
    12.49
    31
    0.25
    119.7
    6.05
    7.39P200
    89.05
    97.00
    7.95
    5
    0.04
    10.5
    0.47
    1.41P200
    101.50
    109.98
    8.48
    14
    0.06
    35.1
    1.40
    3.25P249
    46.00
    49.40
    3.40
    11
    0.03
    21.5
    0.90
    0.98AREA:
      MNNP284-10
    24.32
    24.93
    0.61
    0.0
    0.19
    20.4
    0.04
    0.04P321-10
    34.50
    35.80
    1.30
    0.3
    0.61
    96.8
    0.39
    0.14AREA:
      IslaP285-10
    21.00
    42.78
    21.78
    0.1
    0.21
    17.8
    0.00
    0.02P286-10
    29.00
    31.00
    2.00
    0.1
    0.01
    0.6
    0.00
    0.01P287-10
    22.00
    24.00
    2.00
    0.0
    0.01
    0.5
    0.00
    0.01


- 30 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P288-10
    50.10
    62.05
    11.95
    0.1
    0.25
    21.1
    0.01
    0.02P289-10
    16.93
    17.42
    0.49
    0.0
    0.80
    1.4
    0.00
    0.00P322-10
    20.50
    22.50
    2.00
    0.0
    0.51
    6.1
    0.00
    0.01P330-10
    41.00
    41.20
    0.20
    0.0
    0.16
    3.0
    0.01
    0.02P331-10
    35.60
    45.50
    9.90
    0.0
    2.57
    34.5
    0.19
    0.17P332-10
    52.60
    53.57
    0.97
    0.0
    0.32
    13.9
    0.00
    0.02P333-10
    26.50
    28.50
    2.00
    0.1
    0.27
    44.5
    0.00
    0.01AREA:
      TranquiloP294-10
    25.15
    28.15
    3.00
    0.0
    0.00
    31.0
    0.15
    0.29P295-10
    43.10
    44.15
    1.05
    0.0
    0.01
    31.4
    0.00
    0.01P296-10
    23.06
    24.00
    0.94
    0.0
    0.00
    60.7
    0.14
    0.18P297-10
    32.20
    32.90
    0.70
    0.0
    0.04
    13.5
    0.03
    0.11P298-10
    36.30
    41.60
    5.30
    0.0
    0.22
    11.6
    0.05
    0.01P299-10
    44.40
    45.65
    1.25
    0.0
    0.28
    4.9
    0.26
    0.06P300-10
    46.50
    47.40
    0.90
    0.0
    0.02
    6.6
    0.01
    0.00P312-10
    53.60
    63.10
    9.50
    0.0
    0.89
    6.7
    0.00
    0.01P313-10
    34.40
    35.10
    0.70
    0.4
    0.06
    127.0
    1.50
    0.41P314-10
    2.50
    19.70
    17.20
    0.0
    0.09
    48.6
    0.08
    0.02P315-10
    62.40
    63.40
    1.00
    0.0
    0.20
    1.5
    0.03
    0.12P316-10
    38.45
    38.80
    0.35
    0.0
    0.62
    11.1
    0.01
    0.01P317-10
    22.20
    30.20
    8.00
    0.0
    0.00
    64.4
    0.00
    0.01P323-10
    25.80
    29.50
    3.70
    0.0
    0.03
    124.1
    0.47
    0.27P324-10
    30.20
    33.90
    3.70
    0.0
    0.00
    78.7
    0.03
    0.05P325-10
    9.60
    10.20
    0.60
    0.1
    0.00
    89.6
    0.11
    0.01P326-10
    32.40
    34.40
    2.00
    0.0
    0.00
    6.8
    0.01
    0.03P327-10
    33.00
    46.30
    13.30
    0.0
    0.01
    31.7
    0.02
    0.13P328-10
    29.80
    44.30
    14.50
    0.1
    0.02
    116.9
    1.30
    0.81P329-10
    14.20
    16.30
    2.10
    0.1
    0.00
    3.7
    0.01
    0.08P331-10
    35.60
    45.50
    9.90
    0.0
    2.57
    34.5
    0.19
    0.17P348-10
    22.70
    45.90
    23.20
    0.1
    0.04
    50.7
    0.05
    0.03P349-10
    9.00
    20.20
    11.20
    0.1
    0.14
    1315.8
    0.45
    0.09


- 31 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead(%)
    **Zinc** (%)P350-10
    38.15
    49.25
    11.10
    0.0
    0.03
    80.5
    0.08
    0.19P351-10
    65.21
    67.10
    1.89
    0.0
    0.00
    21.0
    0.14
    0.56P352-10
    63.05
    65.25
    2.20
    0.0
    0.00
    35.2
    0.06
    0.44P353-10
    31.55
    48.16
    16.61
    0.0
    0.07
    117.2
    1.57
    0.67P354-10
    105.75
    112.60
    6.85
    0.0
    0.00
    33.8
    0.23
    0.94P355-10
    100.45
    102.25
    1.80
    0.0
    0.02
    30.5
    0.16
    0.37P356-10
    149.00
    149.70
    0.70
    0.0
    0.02
    14.3
    0.44
    1.42P357-10
    39.70
    48.55
    8.85
    0.0
    0.03
    27.1
    0.26
    0.25P358-10
    45.20
    54.30
    9.10
    0.0
    0.09
    168.1
    1.25
    0.23AREA:
      LunaP301-10
    23.50
    25.00
    1.50
    0.1
    0.13
    97.3
    0.03
    0.02P302-10
    42.80
    44.80
    2.00
    0.0
    0.15
    2.8
    0.07
    0.02P303-10
    27.30
    30.00
    2.70
    0.0
    0.10
    202.3
    0.15
    0.04P304-10
    24.30
    26.80
    2.50
    0.1
    0.52
    89.0
    0.50
    0.10P306-10
    28.40
    30.60
    2.20
    0.0
    0.15
    46.3
    0.09
    0.02P307-10
    27.00
    29.80
    2.80
    0.0
    0.28
    91.8
    0.54
    0.01P308-10
    23.90
    30.30
    6.40
    0.0
    1.91
    486.6
    1.05
    0.10P309-10
    34.10
    52.60
    18.50
    0.0
    0.06
    26.5
    0.06
    0.04P310-10
    8.30
    10.10
    1.80
    0.0
    0.30
    49.9
    0.28
    0.02P311-10
    8.80
    10.10
    1.30
    0.0
    2.43
    212.3
    0.48
    0.07P334-10
    42.20
    52.60
    10.40
    0.0
    0.16
    64.6
    0.58
    0.11P335-10
    46.80
    50.45
    3.65
    0.1
    0.29
    49.4
    0.26
    0.06P337-10
    21.90
    25.50
    3.60
    0.1
    0.28
    67.5
    0.67
    0.07P336-10
    29.90
    32.20
    2.30
    0.0
    0.09
    36.0
    0.16
    0.02P338-10
    26.10
    33.35
    7.25
    0.0
    0.06
    31.5
    0.10
    0.02P339-10
    37.50
    49.90
    12.40
    0.1
    0.17
    108.9
    0.34
    0.12P340-10
    46.50
    47.30
    0.80
    0.2
    0.07
    53.9
    0.54
    0.05P341-10
    105.60
    110.90
    5.30
    0.0
    0.05
    23.4
    0.02
    0.03P342-10
    46.50
    47.50
    1.00
    0.0
    0.26
    57.4
    0.06
    0.04P343-10
    75.10
    77.10
    2.00
    0.0
    0.13
    66.4
    0.14
    0.07P344-10
    69.60
    72.10
    2.50
    0.2
    0.25
    94.6
    0.20
    0.06


- 32 -

---

Drill Hole
    From (m)
    To (m)
    Length (m)*
    Indiu m (g/t)
    Gold (g/t)
    Silver (g/t)
    Lead (%)
    Zinc (%)P345-10
    71.80
    74.10
    2.30
    0.0
    0.21
    84.3
    0.37
    0.07P346-10
    127.20
    137.10
    9.90
    0.0
    0.04
    61.8
    0.07
    0.19P347-10
    170.10
    173.00
    2.90
    0.2
    0.03
    29.9
    0.48
    0.45AREA:
      FantasmaP305-10
    28.30
    30.15
    1.85
    0.0
    0.23
    85.5
    0.09
    0.04P318-10
    33.80
    35.60
    1.80
    0.0
    0.44
    63.4
    0.07
    0.05P319-10
    44.50
    46.50
    2.00
    0.0
    0.05
    15.1
    0.01
    0.01


*True widths are estimated to be 85-90%
of the stated core length

Physiography

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

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

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

Accessibility

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

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

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

Infrastructure

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

- 33 -

---

Budget

We intend to spend approximately $10 million on our Pinguino
property over the 12 month period ending March 31, 2012. During this period, we
plan to test the majority of our 75 line-km Pinguino vein system at strike and
at depth, to complete metallurgical testing and update our preliminary economic
assessment of a portion of the Pinguino property.

There are no known reserves on the Pinguino property and any
proposed program by us is exploratory in nature. We have not conducted a
significant amount of drilling in targeted areas on the Pinguino property,
testing our proposed geological model of mineral deposition. We have not
conducted any economic assessment or development or mining work on the Pinguino
property. We plan to review these mineral claims after each work program and, if
warranted, undertake 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 Pinguino property.

Santa Cruz Properties

Acquisition

We own interests in 25 additional mineral claims in the Santa
Cruz Province of Argentina that form two groups, or properties. We refer to one
of these groups of mineral claims, consisting of 19 claims, as the Santa Cruz
properties. We refer to the remaining six mineral claims as the El Condor
property. These claims collectively cover approximately 78,459 hectares.

The Santa Cruz Properties are described as follows:

|                | Expediente No. |                      |                                       | Size      
|--------------- | -------------- | -------------------- | ------------------------------------- | ----------
|Property Name   | (File No.)     | Registered Holder    | Claim Type                            | (Hectares)
|                |                |                      |                                       |           
|Diamante 1      | 407.929/03     | SCRN Properties Ltd. | Manifestacion de
      Descubrimiento | 2,862     
|Diamante 2      | 407.928/03     | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 2,906     
|CV Norte        | 407.935/03     | SCRN Properties Ltd. | Cateo                                 | 4,177     
|MD Norte 1      | 404.213/07     | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 2177      
|Boreal          | 408.338/06     | SCRN Properties Ltd. | Cateo                                 | 3484      
|CV 1            | 407.931/03     | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 2,956     
|CV2             | 407.930/03     | SCRN Properties Ltd. | Manifestacion de
      Descubrimiento | 2,994     
|CV 3            | 407.932/03     | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 2,983     
|La Leona        | 407.220/03     | SCRN Properties Ltd  | Cateo                                 | 4400      
|La Leona 1      | 404.214/07     | SCRN Properties Ltd  | Manifestacion de Descubrimiento       | 2400      
|Cerro Contreras | 407.182/03     | SCRN Properties Ltd. | Cateo                                 | 5,875     

- 34 -

---

|Nuevo Oro 1       | 407.933/03 | SCRN Properties Ltd. | Manifestacion de
      Descubrimiento | 2,903 
|----------------- | ---------- | -------------------- | ------------------------------------- | ------
|Nuevo Oro 2       | 407.934/03 | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 2,951 
|Merlot 1          | 407.077/03 | SCRN Properties Ltd. | Manifestacion de
      Descubrimiento | 2,200 
|Cabernet 1        | 406.860/03 | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 3,777 
|Cabernet 2        | 406.859/03 | SCRN Properties Ltd. | Manifestacion de
      Descubrimiento | 2,981 
|Plata Leon        | 407.423/06 | SCRN Properties Ltd. | Cateo                                 | 10,000
|Cerro Verde Norte | 410.781/06 | SCRN Properties Ltd. | Manifestacion de
      Descubrimiento | 4,348 
|Cerro Verde Sur   | 410.782/06 | SCRN Properties Ltd. | Manifestacion de Descubrimiento       | 5,570 

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

As consideration for the Dyakowski property, we issued to Mr.
Dyakowski, subject to escrow and return to treasury conditions, a total of
833,333 shares of our common stock. As the result of a March 15, 2004 share
dividend, these 833,333 shares were increased to 2,499,999 shares. Under the
agreement, these shares were to be returned to treasury if we did not commence
work on the Dyakowski property, the Pinguino property and a third property (see
discussion of the SCRN property, below) on or before April 30, 2004. As we
commenced our work program prior to April 30, 2004, these 2,499,999 shares were
not returned to treasury at that time. Under the agreement, these shares were to
continue to be held in escrow and released to Mr. Dyakowski, if at all, in
installments over a period of time and upon the occurrence of certain events.
These escrow provisions were subsequently deleted, and the number of shares to
be released to Mr. Dyakowski was reduced, pursuant to the terms of a Restated
Amendment to Mineral Property Acquisition Agreements dated as of August 8,
2005.

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

Our El Condor property is described as follows:

|Property Name                                   | Expediente No.      | Registered Holder          | Claim Type                            | Size      
|----------------------------------------------- | ------------------- | -------------------------- | ------------------------------------- | ----------
|                                                | (File No.)          |                            |                                       | (Hectares)
|Bajo Condor                                     | 410.783/SCRN/06     | SCRN Properties
      Ltd. | Manifestacion
      de Descubrimiento | 2000      
|                                                |                     |                            |                                       |           
|Alto Condor                                     | 400.720/SCRN/07     | SCRN Properties
      Ltd. | Manifestacion
      de Descubrimiento | 3015      
|                                                |                     |                            |                                       |           
|Condor Manifestacion de
      Descubrimiento(1) | 414.085/Palacios/00 | SCRN Properties
      Ltd. | Manifestacion
      de Descubrimiento | 1,500     
|                                                |                     |                            |                                       |           
|Condor Pertinencia 1(2)                         | N/A                 | SCRN Properties
      Ltd. | Pertinencias                          | 6         

- 35 -

---

|Property Name           | Expediente No. | Registered Holder    | Claim Type   | Size      
|----------------------- | -------------- | -------------------- | ------------ | ----------
|                        | (File No.)     |                      |              | (Hectares)
|Condor Pertinencia 2(2) | N/A            | SCRN Properties Ltd. | Pertinencias | 6         
|                        |                |                      |              |           
|Condor Pertinencia 3(2) | N/A            | SCRN Properties Ltd. | Pertinencias | 6         

Notes

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

We acquired the El Condor property pursuant to a mineral
property acquisition agreement dated February 20, 2004 between our company and
San Telmo Energy Ltd. As consideration for the Condor property we paid to San
Telmo Energy Ltd. the sum of approximately $7,528 (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 (CAD$1,000,000) and all of this royalty for
approximately $2,000,000 (CAD$2,000,000). At the time of this acquisition in
February, 2004, San Telmo Energy Ltd. was an affiliate of Christopher Dyakowski,
our former President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and director.

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

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

Samples collected in 2004 from a reconnaissance traverse to
Cerro Contreras returned the following results:

Sample
    Easting
    Northing
    Sample type
    Au
    Ag
    Cu
    Pb
    Zn
    As
    Sbppm
    ppm
    ppm
    ppm
    ppm
    ppm
    ppm404968
    2525522
    4761553
    Float
    0.036
    5.0
    30.9
    55.7
    345
    537
    8.0404969
    2525444
    4761455
    Float
    0.110
    1.5
    14.9
    26.0
    127
    258
    3.7404970
    2525940
    4761378
    0.6 m
      composite
    0.074
    0.5
    4.4
    15.9
    81
    104
    2.1404971
    2526385
    4761595
    1.6 m
      chip
    0.005
    1.8
    23.7
    84.8
    80
    181
    1.9404972
    2526688
    4761650
    10 m
      composite
    na
    0.8
    7.5
    135.1
    93
    170
    7.3404973
    2526696
    4761600
    3 m
      chip
    0.013
    0.8
    4.5
    403.9
    36
    183
    4.3404974
    2526700
    4761524
    10 m
      composite
    0.011
    5.5
    27.8
    2128.0
    87
    1112
    18.3404975
    2526703
    4761481
    3 m
      chip
    0.010
    7.4
    77.6
    1078.2
    185
    989
    26.8404976
    2526695
    4761431
    10 m
      composite
    0.006
    4.7
    20.6
    587.7
    89
    420
    9.5404977
    2526543
    4762044
    Composite
    <0.005
    7.1
    27.0
    702.9
    178
    562
    11.3404978
    2526629
    4761976
    1.3 m
      chip
    0.006
    2.6
    26.3
    257.2
    139
    302
    2.4404979
    2526597
    4761958
    0.45
      m chip
    <0.005
    0.9
    20.3
    314.9
    174
    353
    2.6404980
    2526597
    4761958
    1.9 m
      chip
    0.011
    1.2
    17.2
    356.7
    168
    305
    3.0


- 36 -

---

Sample
    Easting
    Northing
    Sample type
    Au
    Ag
    Cu
    Pb
    Zn
    As
    Sbppm
    ppm
    ppm
    ppm
    ppm
    ppm
    ppm404981
    2526574
    4761944
    0.3 m
      chip
    0.007
    1.4
    13.5
    300.5
    231
    228
    2.8404982
    2526803
    4761885
    4.5 m
      Composite
    <0.005
    0.6
    6.0
    91.3
    76
    194
    7.6404983
    2526861
    4762018
    Grab
    <0.005
    2.2
    6.3
    187.7
    71
    241
    8.5404984
    2526655
    4761280
    2.2 m
      chip
    <0.005
    0.7
    6.6
    115.8
    72
    216
    5.5404985
    2526655
    4761280
    2.8 m
      chip
    <0.005
    0.6
    4.8
    25.5
    54
    92
    1.6404986
    2526648
    4761323
    1 m
      chip
    <0.005
    0.2
    3.9
    35.8
    71
    111
    2.5404987
    2525850
    4758729
    1.2 m
      chip
    0.054
    7.5
    27.8
    113.9
    717
    157
    7.8


Access

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



- 37 -

---

In May, 2004 we conducted reconnaissance prospecting and
limited soil sampling and geophysics on the El Condor property. Historical
results showed indications of visible gold within a small area and the
exploration program was directed to expand the area of potential mineralization
through geochemical and geophysical means. The anomalous geochemistry was spotty
and did not show a coherent pattern. Geophysics showed an extension of the
resistive material to depth. We have not conducted any further work on El
Condor.

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

Cerro Contreras is a property located in the Deseado Massif
silver-gold epithermal region, in the center of Santa Cruz province, Argentina.
The geology of the area is characterized by an intermediate to acid Jurassic
lava complex, with some pyroclastic components, overlaid by Cretaceous, Tertiary
and modern sediments. The volcanic rocks were separated into three lithological
units: intermediate to basic (IB), intermediate to acid (IA) and acid (A). There
are some evidences of a volcanic center in the area, with a magmatic evolution
from basic (basaltic andesite) to acid (rhyolite) compositions. This fossil
volcano is located in the intersection of regional NW and ENE structures.
Mineralization in the area is represented by several occurrences of low
sulphidation epithermal veins, breccias and veinlets, associated with the
volcanic rocks. Two main areas were recognized: NW Dome and Main Vein, both
associated with the more acidic rock faces. Expedite recognizance of these areas
shows anomalous precious metals values in both and some base metals in the NW
Dome Area. Nevertheless, the areas are different; the NW Dome has potential for
fracture disseminated sulphide-rich mineralization, and the Main Vein Area has
potential for deeper high grade precious metals ore-shoots.

History

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

Regional Geology

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

Our Work on the Santa Cruz Properties to Date

The Cerro Contreras project is an advancing low sulphidation
epithermal gold project in the northern part of the Deseado Massif where
previous sampling by us has identified a number of key areas with anomalous gold
mineralization for follow-up. New work conducted on the property has included
detailed mapping in two areas; Main Vein (2.5 km by 2 km) and NW Dome (1.2 km by
0.5 km). A comprehensive program of soil sampling (544), lag sampling (636) and
rock channel sampling (126) was carried out for geochemical analysis. In
addition, approximately 60 km of gradient IP geophysics was completed on the
Main Vein target and detailed ground magnetometer surveys totaling 500 linear km
were completed on both targets. Analytical data is being compiled and
interpreted together with geophysics.

Follow-up exploration on the Condor property focused on
investigation of a new geological model based on evidence derived from previous
work. The model is low grade large tonnage gold mineralization composed of
chalcedony and sulphide-rich hydrothermal breccias within rhyolitic domes.
Therefore, we conducted detailed mapping of approximately 16 km2 and collected
35 rock chip samples from the area. In addition, we collected approximately 1600 soil and lag samples for geochemical
analysis. Preliminary results of the mapping and sampling were successful with
the discovery of several breccias, several of them with anomalies over 0.1 g/t
gold, two over 0.5 g/t gold and one with 14 g/t gold. Work is continuing at the
present time and additional results will be released as they are received.

- 38 -

---

Budget

We intend to spend approximately $5 million on our Santa Cruz
properties (excluding Pinguino but including Cerro Contreras and El Condor) over
the 12 month period ending March 31, 2012. During this period, we plan to have
extensive geological and geophysical work completed and drill test targets by
drilling approximately 40,000 meters.

There are no known reserves on our Santa Cruz properties and
any program proposed by us for these properties is exploratory in nature. We
have not conducted any significant amount of exploration activities on our Santa
Cruz properties, nor have we conducted any economic assessment or development or
mining work on these properties. We plan to review these mineral claims after
the completion of each work program and, if warranted, undertake 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 any of the Santa Cruz properties.

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 cover 46,028 hectares and are described as
follows:

|Property Name | Expediente No. | Registered Holder          | Claim Type                            | Size      
|------------- | -------------- | -------------------------- | ------------------------------------- | ----------
|              | (File No.)     |                            |                                       | (Hectares)
|Mochas 2      | 28.045-03      | SCRN Properties
      Ltd. | Cateo                                 | 9,959     
|Mochas 3      | 28.046-03      | SCRN Properties Ltd.       | Cateo                                 | 9,877     
|Pilquin 4     | 28.034-03      | SCRN Properties
      Ltd. | Manifestacion
      de Descubrimiento | 1,950     
|Pilquin 5     | 28.035-03      | SCRN Properties Ltd.       | Manifestacion de Descubrimiento       | 1,950     
|Pilquin 6     | 28.036-03      | SCRN Properties
      Ltd. | Manifestacion
      de Descubrimiento | 2,999     
|Pilquin 7     | 28.037-03      | SCRN Properties Ltd.       | Manifestacion de Descubrimiento       | 2,880     
|Pilquin 8     | 28.038-03      | SCRN Properties
      Ltd. | Manifestacion
      de Descubrimiento | 2,959     
|Pilquin 9     | 28.039-03      | SCRN Properties Ltd.       | Manifestacion de Descubrimiento       | 2,999     
|Pilquin 10    | 28.040-03      | SCRN Properties
      Ltd. | Manifestacion
      de Descubrimiento | 2,730     
|Pilquin 11    | 28.041-03      | SCRN Properties Ltd.       | Manifestacion de Descubrimiento       | 1,840     
|Pilquin 12    | 28.042-M-2003  | SCRN Properties
      Ltd. | Manifestacion
      de Descubrimiento | 2,920     
|Pilquin 13    | 28.043-M-2003  | SCRN Properties Ltd.       | Manifestacion de Descubrimiento       | 2,965     

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

- 39 -

---

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

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

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

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

Access

Our Rio Negro properties can be accessed from Viedma, the
capitol of the Rio Negro province, which is approximately 450 kilometers to the
east or from Neuquen, approximately 300 kilometers to the north. Well-maintained
provincial highways access the community of Los Menucos, which is located in the
heart of our Rio Negro properties. The location of our Rio Negro properties is
as shown on the map below:

- 40 -

---



Our Work on the Rio Negro Properties to Date

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

ELEMENT
    Mo
    Cu
    Pb
    Zn
    As
    Sb
    Ag
    AuSAMPLES
    ppm
    ppm
    Ppm
    ppm
    ppm
    ppm
    ppm
    PpmSeven
      samples on Pilquin 9 vein #1118918
    25.87
    4.08
    3.82
    2.6
    1.7
    0.33
    1.15
    0.014118919
    61.07
    6.83
    5.99
    10.4
    3.7
    0.6
    0.70
    0.012118920
    11.53
    5.42
    7.71
    7.4
    11.6
    0.54
    0.26
    0.009118921
    12
    7.95
    6.58
    3
    6.8
    0.37
    1.14
    0.059118922
    56.43
    5.01
    4.47
    3.1
    5.7
    0.56
    0.54
    0.005118923
    14.59
    5.01
    3.93
    2.8
    3.3
    0.32
    0.67
    0.003118924
    113.28
    4.8
    3.26
    2.2
    2.5
    0.33
    1.40
    0.022Six samples on Pilquin 9 vein #2


- 41 -

---

118911
    4.98
    7.42
    6.38
    11.5
    3.6
    0.45
    0.16
    0.022118912
    6.64
    20.49
    55.98
    24.5
    9.8
    1.07
    6.66
    0.061118913
    5.76
    10.53
    12.56
    22.8
    14.1
    0.62
    0.58
    0.013118914
    15.64
    9.76
    6.02
    8.3
    12
    0.54
    3.92
    0.071118915
    16.48
    7.1
    9.02
    7.3
    20.4
    0.91
    0.87
    0.035118916
    5.15
    7.16
    6.41
    13.6
    4.5
    0.52
    0.81
    0.009


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

The primary focus of our exploration activities in Argentina
has been our Pinguino property, though we have recently expanded our focus to
include our Cerro Contreras and Condor properties. All three of these properties
are located in Santa Cruz province. These and our other Santa Cruz properties
are located within a physiographic region known as the Deseado Massif, which was
the locus of Jurassic extensional tectonic activity. The resulting graben and
half graben structures, northwest trending regional structural grain and
rhyolitic pyroclastic and flow volcanism produced a favorable environment for
brittle vein formation. The Deseado Massif is the host region for the large
majority of precious metal vein occurrences, deposits and operating mines in the
province of Santa Cruz.

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

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

As with the Santa Cruz properties, the geology underlying the
Rio Negro properties is prospective for exploration because of the rock type and
the structural history of the region.

Regional Geology

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

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

Budget

We intend to spend approximately $100,000 over the 12 month
period ending March 31, 2012 to define regional structures and property
definition of our Rio Negro properties .

There are no known reserves on our Rio Negro property and any
proposed program by us is exploratory in nature. We have not conducted any
significant exploration activities on our Rio Negro property. We plan to review
these mineral claims after market conditions improve and, if warranted,
undertake 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 our Rio Negro property.

- 42 -

---

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 kilometers northeast of the town of Merritt, British
Columbia. These mineral tenures will expire on June 7, 2011 unless we maintain
ownership by spending at least $3,301 in annual exploration expenses on these
properties or paying an equivalent amount in lieu. We plan to conduct
reconnaisance exploration and property examination work to assess the mineral
potential of the claims going forward and we do not intend to let these claims
expire on June 7, 2011.

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



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 3. LEGAL PROCEEDINGS.

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

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

ITEM 4. REMOVED AND RESERVED.

- 43 -

---

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

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

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

On March 26, 2008 our shares were listed for trading on the TSX
Venture Exchange under the Symbol ATX.

The following table reflects the high and low bid information
for our common stock for each fiscal quarter during the fiscal year ended
January 31, 2010 and 2011. The bid information was obtained from the
Over-the-Counter Bulletin Board and the TSX Venture Exchange and reflects
inter-dealer prices, without retail mark-up, markdown or commission, and may not
necessarily represent actual transactions.

OTC Bulletin Board
      (US Dollars)
    TSX Venture Exchange
      (Canadian Dollars)Quarter
      Ended
    High
    Low
    High
    LowJanuary 31, 2009
    $0.36
    $0.07
    $0.45
    $0.02April 30, 2009
    $0.44
    $0.42
    $0.54
    $0.54July 31, 2009
    $0.80
    $0.74
    $0.80
    $0.80October 31, 2009
    $0.74
    $0.72
    $0.80
    $0.80January 31, 2010
    $0.81
    $0.75
    $0.89
    $0.80April 30, 2010
    $0.82
    $0.62
    $0.84
    $0.64July 31, 2010
    $0.82
    $0.52
    $0.84
    $0.53October 31, 2010
    $0.82
    $0.43
    $0.84
    $0.46January 31, 2011
    $1.00
    $0.71
    $1.00
    $0.71


Our common shares are issued in registered form. Our transfer
agent is Computershare Trust Company, 3rd Floor 510 Burrard Street, Vancouver,
British Columbia Canada V6C 3B8 (Telephone: 604.661.9400; Facsimile:
604.661.9401) . We have no other exchangeable securities.

Holders of our Common Stock

As of April 29, 2011, there were 83 holders of record of our
common stock. As of such date 59,162,006 of our common shares were issued and
outstanding.

- 44 -

---

Dividends

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

Recent Sales of Unregistered Equity Securities

Since the beginning of our fiscal year ended January 31, 2011,
we have not sold any equity securities that were not registered under the
Securities Act of 1933 that were not previously reported in a quarterly report
on Form 10-Q or in a current report on Form 8-K.

Securities Authorized for Issuance Under Equity Compensation
Plans

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

Stock Option Plans

On February 16, 2005 our board of directors approved our 2005
Incentive Stock Plan, or 2005 Incentive Plan. Under the 2005 Incentive Plan,
options may be granted only to our directors, officers, employees and
consultants as determined by our board of directors. Pursuant to the Plan, we
reserved for issuance 2,500,000 shares of our common stock. As at January 31,
2011, there were 10,000 shares of our common stock still available for future
grants under the plan.

On November 10, 2007, our board of directors adopted our 2007
Stock Option Plan. Our 2007 Stock Option Plan permits our company to issue up to
5,662,310 shares of our common stock to directors, officers, employees and
consultants of our company, subject to certain limitations (including
limitations on the number of options that can be granted to insiders,
consultants and others). Options granted under our 2007 Stock Option Plan are
granted pursuant to Stock Option Agreements that contain the terms and
conditions of exercise, including vesting provisions, limitations on transfer
and other terms commonly found in stock option agreements. The form of our 2007
Stock Option Plan has been approved by the TSX Venture Exchange and our
stockholders and a copy was filed on EDGAR as an exhibit to a Form 8-K on
November 15, 2007.

On September 1, 2009, with retroactive effect to August 1,
2009, we entered into a consulting agreement with Frontera Geological Services
Ltd. and Kenneth Hicks, our President, Chief Executive Officer and a director of
our company, pursuant to which Frontera Geological Services Ltd. agreed to cause
Kenneth Hicks to provide, among other things, services to our company consistent
with those ordinarily provided by a Chief Executive Officer, including the
duties and responsibilities set out at schedule A to the consulting agreement
and we agreed, among other things, to (i) pay Frontera Geological Services Ltd.
a monthly cash fee of approximately $12,500 (CDN $12,500); (ii) grant Mr. Hicks
options to purchase 100,000 shares of our common stock at an exercise price
equal to the closing price, last sale of the day, on the OTC Bulletin Board on
the date the options were granted and with a term of three years from the date
of grant; and (iii) pay incentive bonuses upon the occurrence of specified
milestones. This agreement was approved by our shareholders at our annual
meeting held on October 22, 2009 and, on September 2, 2009, we granted to Mr.
Hicks the 100,000 options at an exercise price of $0.675.

On January 7, 2011, we entered into a consulting agreement with
JBD Consulting Ltd. and Jeff Finkelstein, our Treasurer and Chief Financial
Officer, pursuant to which JBD Consulting Ltd. agreed to cause Jeff Finkelstein
to provide, among other things, services to our company consistent with those
ordinarily provided by a Chief Financial Officer, including the duties and
responsibilities set out at schedule A to the consulting agreement and we
agreed, among other things, to (i) pay JBD Consulting Ltd. a monthly cash fee of
approximately $12,500 ($CDN 12,500); (ii) grant Mr. Finkelstein options to
purchase 150,000 shares of our common stock at an exercise price equal to the
closing price, last sale of the day, on the TSX Venture Exchange on the date the
options were granted and with a term of three years from the date of grant. On
January 7, 2011, we granted to Mr. Finkelstein the 150,000 stock options at an
exercise price of $0.80.

- 45 -

---

On March 11, 2011, we entered into a consulting agreement with
Peter A. Ball and Ariston Capital, a company owned and controlled by Mr. Ball,
whereby Mr. Ball and Ariston Capital have agreed to provide consulting services
as are consistent with those ordinarily provided by an Executive Vice President
of Corporate Development (including the forging of new relationships with
institutional investors, raising of capital to fund the continued development of
our exploration and development programs, an expanded marketing and public
relations program and assisting with corporate governance and regulatory
matters) to our company in consideration for, among other things: (i) a monthly
cash fee of approximately $12,500 ($CDN 12,500); due at the end of the month;
and (ii) the grant of stock options to purchase 150,000 shares of our common
stock at an exercise price equal to the closing price, last sale of the day, on
the TSX Venture Exchange on the date the options were granted and with a term of
three years from the date of grant. On March 11, 2011, we granted to Mr. Ball
the 150,000 stock options at an exercise price of $1.04.

On November 13, 2007, we issued 100,000 stock options pursuant
to our 2007 Stock Option Plan to a member of our advisory board. These options
were issued with an exercise price of $1.13 per share and a term of five (5)
years.

On October 28, 2008, we issued stock options pursuant to our
2007 Stock Option Plan to one of our consultants to purchase 150,000 shares of
our common stock. These options were granted with an exercise price of $0.35 per
share and a term of five (5) years.

On February 10, 2009, we granted stock options pursuant to our
2007 Stock Option Plan to three of our directors, two employees and one investor
relations consultant to purchase an aggregate of 1,385,000 shares of our common
stock at an exercise price of $0.37 per share, for a five (5) year term expiring
February 10, 2014. The options were to vest in four installments over a one-year
period, with each installment equal to 25% of the total number of options
granted to each optionee.

On July 14, 2009, we granted stock options pursuant to our 2007
Stock Option Plan to one of our officers to purchase an aggregate of 1,000,000
shares of our common stock at an exercise price of $0.60 per share, for a three
(3) year term expiring July 14, 2012. The options were to vest in four
installments over 18 months on January 14, 2010, April 14, 2010, July 14, 2010
and January 14, 2011.

On September 2, 2009, we granted stock options pursuant to our
2007 Stock Option Plan to one of our directors to purchase an aggregate of
100,000 shares of our common stock at an exercise price of $0.675 per share, for
a three (3) year term expiring September 2, 2012. The options were to vest in
four installments over 18 months on March 2, 2010, June 2, 2010, September 2,
2010 and March 2, 2011.

On January 19, 2010, we granted stock options pursuant to our
2007 Stock Option Plan to two of our directors, one of our officers and one
consultant to purchase an aggregate of 550,000 shares of our common stock at an
exercise price of $0.855 per share for a five (5) year term expiring January 19,
2015. The options were to vest 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 first installment is to vest on April 19, 2010, the second
installment is to vest on July 19, 2010, the third installment is to vest on
October 19, 2010 and the fourth installment is to vest on January 19, 2011.

On May 11, 2010, we granted stock options pursuant to our 2007
Stock Option Plan to one of our directors to purchase an aggregate of 400,000
shares of our common stock at an exercise price of approximately $0.64
(CDN$0.64) per share, for a five (5) year term expiring September 10, 2015. The
options are to vest in four installments over 18 months on November 10, 2010,
February 10, 2011, May10, 2011 and November 10, 2011.

On January 7, 2011, we granted stock pursuant to our 2007 Stock
Option Plan options to one of our consultants to purchase an aggregate of
150,000 shares of our common stock at an exercise price of approximately $0.80
per share, for a three (3) year term expiring January 7, 2014. The options are
to vest in four installments over 12 months on April 1, 2011, July 1, 2011,
November 1, 2011 and February 1, 2012.

On March 11, 2011, we granted stock options pursuant to our
2007 Stock Option Plan to one of our consultants to purchase an aggregate of
150,000 shares of our common stock at an exercise price of approximately $1.04
per share, for a three (3) year term expiring March 11, 2014. The options
are to vest in four installments over 12 months on June 1, 2011, September 1,
2011, December 1, 2011 and March 1, 2012.

- 46 -

---

As of March 31, 2011, there were 1,677,310 shares of our common
stock still available for future grant under our 2007 Stock Option Plan.

The following table summarizes certain information regarding
our equity compensation plans as at January 31, 2011:

Plan Category
    Number of Securities to be Issued
      Upon Exercise of Outstanding Options, Warrants and
      Rights
    Weighted-Average Exercise Price of
      Outstanding Options, Warrants and Rights
    Number of Securities Remaining Available
      for Future Issuance Under Equity Compensation
      Plans (Excluding Securities Reflected in
      Column)2005 Stock Option Plan (an equity compensation plan not
      approved by security holders)
    210,000
    $1.04
    10,0002007 Stock Option Plan (an equity compensation plan
      approved by security holders)
    2,680,000
    $0.58
    1,677,310Total
    2,890,000
    $0.62
    1,687,310


Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended January 31, 2011.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Overview

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

Plan of Operations

We are a junior exploration stage company that has not yet
generated or realized any revenues from 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 Delaware subsidiary, SCRN
Properties Ltd., while all of the mineral tenures with respect to our British
Columbia claims are registered in the name of our company. One of the properties
located in the Santa Cruz province of Argentina consists of surface rights and a
group of claims that we refer to as the Pinguino property and we have
concentrated the majority of our exploration efforts on this property. During the next year we
intend to continue to focus our exploration efforts primarily on the Pinguino
property, where we have had exploration success in discovering polymetallic and
silver-gold mineralization in the past, though we also plan to increase our
pre-drilling exploration efforts on our Cerro Contreras and Condor properties
and conduct reconnaissance level exploration on other select properties. We
believe that additional targeted exploration expenditures in the form of
geophysics, soil geochemistry, trenching and drilling on the Pinguino property
continues to be warranted to test the limits of known mineralization as well as
new target testing.

- 47 -

---

We have not determined whether our properties contain any
mineral reserve. A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination.

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

Cash Requirements

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

**Estimated Funding
      Required During the Next 12 Months**Expense
    
    
    AmountMineral exploration expenses and
      holding costs
    
    $
    14,800,000General and administrative expenses2,300,000Purchase of equipment
    
    
    500,000Accrued accounts payable
    
    
    1,000,000Total
    
    $
    18,600,000Cash and short-term investments on hand, March
31, 2011
    
    $
    5,300,000Estimated excess of cash requirements over cash resources
    
    $
    13,300,000


Our cash on hand as at the date of this annual report on Form
10-K is not sufficient to fund our budgeted operating requirements for the next
12 months as shown above and we anticipate that we will need an additional $13.3
million to fund our plan of operations during this period. In addition, our
budget could increase or decrease during this period as a result of matters that
we cannot anticipate at this time. Regardless of whether our budget remains the
same or increases during the year, we do not currently have enough money to fund
our planned activities during the next 12 months and we will have to raise
additional funds or scale back on our planned mineral exploration. We have
historically raised capital to fund our activities through the sale of equity
and debt securities and we plan to raise any money that we need to fund our plan
of operations through sales of our equity securities. However, we do not
currently have any arrangements in place for any financing and there can be no
assurance that we would be able to sell any of our equity securities in order to
fund our operating requirements.

Subsequent to January 31, 2011, we received $990,607 from the
exercise of warrants. At the date of this annual report on Form 10-K, there are
approximately 17,041,417 warrants exercisable at prices below our current market
price, of which approximately 7.5 million are exercisable today based on our
current share structure. If all of these warrants were exercised, we would
receive proceeds of approximately $5.8 million. There can be no assurance that any
of these warrants will be exercised.

Results of Operations

- 48 -

---

Our operating results for the years ended January 31, 2011 and
2010 and the changes in our operating expenses and interest income (expense)
between the years are summarized below:

Increase(decrease)between theYear ended
    
    
    Year ended
    
    
    years endedJanuary 31,
    
    
    January 31,
    
    
    January 31,2011
    
    
    2010
    
    
    2011 and 2010Mineral exploration activities
    $
    2,993,700
    
    $
    885,639
    
    $
    2,108,061Stock-based compensation
    
    556,875
    
    
    566,923
    
    
    (10,048
    )General and administrative
    
    1,613,623
    
    
    1,191,762
    
    
    425,646Expenses
    
    5,167,983
    
    
    2,644,324
    
    $
    2,523,659Interest income
      (expense)
    
    3,695
    
    
    (13,972
    )
    
    17,667Net loss
    
    5,164,198
    
    
    2,658,296
    
    
    2,505,992


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 $2,108,061 or
238% from $885,639 during the twelve-month period ended January 31, 2010 to
$885,639 during the twelve-month period ended January 31, 2011. The increase in
our mineral exploration expenses during the twelve-month period ended January
31, 2011 was primarily due to our decision to ramp-up our exploration activities
at our Pinguino property after a temporary suspension of those activities during
the twelve-month period ended January 31, 2010 due to the global economic
downturn. We plan to increase our mineral exploration expenses for the
twelve-month period ending January 31, 2012 to approximately $15 million,
subject to our ability to raise additional capital.

Stock-Based Compensation

Our stock-based compensation expense decreased by $10,048 or 2%
from $556,923 in the twelve-month period ended January 31, 2010 to $556,875 for
the twelve-month period ended January 31, 2011. Our stock-based compensation
expense is calculated using the Black-Scholes valuation model and is allocated
based on the service provided by the recipient of stock options to appropriate
expense categories in our statement of operations as disclosed in note 8 to our
financial statements. During the twelve-month period ended January 31, 2011, our
entire stock-based compensation expense was allocated to consulting fees whereas
during the twelve-month period ended January 31, 2010, $512,411 was allocated to
consulting fees and $54,512 was allocated to investor relations.

General and Administrative

- 49 -

---

Our general and administrative expenses increased by $425,646
or 36% from $1,191,762 during the twelve-month period ended January 31, 2010 to
$1,617,408 during the twelve-month period ended January 31, 2011. This increase
was primarily the result of:

| |  | an increase of $320,007 in consulting fees from
      $843,531during the twelve-month period ended January 31, 2010 to
      $1,163,538 during the twelve-month period ended January 31, 2011. The
      increase was mainly due to the following:                                                                                                                                                                                                                                                                                                              
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | an increase in professional fees of $137,916 from
      $437,983 during the twelve-month period ended January 31, 2010 to $575,899
      during the twelve-month period ended January 31, 2011. This increase
      resulted primarily from professional fees incurred in preparing and filing
      our S-4 registration statement with respect to our proposed redomicile of
      our company from the State of Delaware to the Province of British Columbia
      and from legal fees incurred in the purchase of the land surface rights at
      Pinguino;
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | an increase in office and sundry expenses of $66,120 from
      $94,452 in the twelve-month period ended January 31, 2010 to $162,572 in
      the twelve-month period ended January 31, 2011, due primarily to an
      increase in our exploration activities in Argentina;                                                                                                                                                                                                                                                                                   
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | an increase in travel expense of $68,976 from $42,718 in
      the twelve-month period ended January 31, 2010 to $111,704 in the
      twelve-month period ended January 31, 2011. This increase was due
      primarily to our decision to curtail travel during the twelve-month period
      ended January 31, 2010 as a result of the global economic downturn;
    and                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | an increase in transfer agent fees of $34,127 from
      $77,501 in the twelve-month period ended January 31, 2010 to $111,628 in
      the twelve-month period ended January 31, 2011. This increase was
      primarily due to our October 26, 2010 private placement of with
      International Finance Corporation, in which we raised approximately
      $7,120,069 ($CDN7,347,200).                                                                                                                                                                     

These increases were partially offset by a foreign exchange
gain of $158,810 during the twelve-month period ended January 31, 2011 as
compared to a foreign exchange loss of $14,791 for the twelve-month period ended
January 31, 2010 and a decrease in investor relation expenses by $43,755 from
$208,629 in the twelve-month period ended January 31, 2010 to $164,874 in the
twelve-month period ended January 31, 2011. Investor relation expenses decreased
primarily due to the allocation of $54,512 of stock-based compensation expense
allocated in the twelvemonth period ended January 31, 2010, as compared to nil
stock-based compensation expense in the twelve-month period ended January 31,
2011 as discussed above under Stock-Based Compensation. We anticipate
that our administrative expenses for the twelve-month period ending January 31,
2012 should increase slightly over our administrative expenses for the
twelve-month period ended January 31, 2011.

Liquidity and Capital Resources

Working Capital

Our working capital increased by $2,438,365 to $5,316,067 at
January 31, 2011 from $2,877,702 at January 31, 2010. The increase was primarily
due to the $7,891,822 in cash raised from our financing activities during the
year.

The following table summarizes our sources and uses of cash
during the years ended January 31, 2011 and 2010:

Year Ended
    
    
    Year EndedJanuary 31, 2011
    
    
    January 31, 2010Cash flows used in operating activities
    $
    (4,279,258
    )
    $
    (1,840,377
    )Cash flows used in investing activities
    
    (893,201
    )
    
    (25,349
    )


- 50 -

---

Year Ended
    
    
    Year EndedJanuary 31, 2011
    
    
    January 31, 2010Cash flows provided by financing activities
    
    7,891,822
    
    
    4,997,165Effect of foreign
      currency exchange
    
    30,213
    
    
    (30,213
    )Net increase (decrease) in cash during period
    $
    2,749,576
    
    $
    3,101,226


Net cash used in operating activities

Net cash used in operating activities during the twelve-month
period ended January 31, 2011 was $4,279,258, compared to $1,840,377 for the
twelve-month period ended January 31, 2010. The increase was primarily due to an
increase in expenses during the year.

Net cash used in investment activities

During the twelve-month period ended January 31, 2011, we paid
$815,100 to acquire the surface rights to the major portion of our Pinguino
property, known as El Piche, and we spent $78,201 on the acquisition of
equipment compared to $25,349 spent on the acquisition of equipment during the
twelve-month period ended January 31, 2010.

Net cash provided by financing activities

During the twelve-month period ended January 31, 2011, we
received net cash of $7,120,069 on the sale of 10,804,706 units in a private
placement, $504,439 on the exercise of an aggregate of 1,403,128 warrants and
$163,934 on the exercise of an aggregate of 458,334 stock options.

During the twelve-month period ended January 31, 2010, we
received net cash of $4,949,165 on the sale of an aggregate of 9,056,201 units
sold in private placements, $120,000 on the exercise of an aggregate of 500,000
warrants and $78,000 on the exercise of an aggregate of 275,000 stock options,
and we used $150,000 to repay a promissory note.

Product Research and Development

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

Purchase of Significant Equipment

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

Going Concern

These consolidated financial statements have been prepared
using accounting principles generally accepted in the United States of America
applicable to a going-concern basis, which implies that our company will
continue to realize its assets and discharge its liabilities in the normal
course of business. We have not generated any revenues from mineral sales since
inception, have never paid any dividends and we are unlikely to pay dividends or
generate significant earnings in the immediate or foreseeable future. The
continuation of our company as a going concern is dependent upon the continued
financial support of our shareholders, our ability to obtain equity financing
and the attainment of profitable operations. Our ability to achieve and maintain
profitability and positive cash flows depends on our ability to locate
profitable mineral properties, generate revenues from mineral production and
control production costs. Based upon our current plans, we expect to incur
operating losses in future periods. We plan to obtain sufficient working capital
through additional equity or debt financing, though there can be no assurance
that we will be able to do so. At January 31, 2011, we had accumulated losses of
$22,243,128 since inception (December 21, 2001).

- 51 -

---

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

Income Taxes

Income tax expense has not been recognized for the years ended
January 31, 2011 and 2010 and no taxes were payable at January 31, 2011 or 2010,
because we have incurred losses since inception. The actual income tax benefit
differs from the expected amounts calculated by applying the combined income tax
rates applicable in each jurisdiction to our loss before income taxes. The
components of these differences are as disclosed in note 12 in our financial
statements.

Off-Balance Sheet Arrangements

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

Contingencies and Commitments

We had no contingencies at March 31, 2011.

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

Operating leases

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

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

Consulting contracts

On September 1, 2009, with retroactive effect to August 1,
2009, we entered into a new consulting agreement with Frontera Geological
Services Ltd. and Kenneth Hicks, our President, Chief Executive Officer and a
director of our company, pursuant to which Frontera Geological Services Ltd.
agreed to cause Kenneth Hicks to provide, among other things, services to our
company consistent with those ordinarily provided by a Chief Executive Officer,
including the duties and responsibilities set out at schedule A to the
consulting agreement and we agreed, among other things, to (i) pay Frontera
Geological Services Ltd. a monthly cash fee of 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 January 7, 2011, we entered into a consulting agreement with
JBD Consulting Ltd. and Jeff Finkelstein, our Treasurer and Chief Financial
Officer, pursuant to which JBD Consulting Ltd. agreed to cause Jeff Finkelstein
to provide, among other things, services to our company consistent with those
ordinarily provided by a Chief Financial Officer, including the duties and
responsibilities set out at schedule A to the consulting agreement and we
agreed, among other things, to (i) pay JBD Consulting Ltd. a monthly cash fee of
approximately $12,500 ($CDN 12,500); (ii) grant Mr. Finkelstein options to
purchase 150,000 shares of our common stock at an exercise price equal to the
closing price, last sale of the day, on the TSX Venture Exchange on the date the
options were granted and with a term of three years from the date of grant.

- 52 -

---

On March 11, 2011, we entered into a consulting agreement with
Peter A. Ball and Ariston Capital, a company owned and controlled by Mr. Ball,
whereby Mr. Ball and Ariston Capital have agreed to provide consulting services
as are consistent with those ordinarily provided by an Executive Vice President
of Corporate Development (including the forging of new relationships with
institutional investors, raising of capital to fund the continued development of
our exploration and development programs, an expanded marketing and public
relations program and assisting with corporate governance and regulatory
matters) to our company in consideration for, among other things: (i) a monthly
cash fee of approximately $12,500 ($CDN 12,500); due at the end of the month;
and (ii) the grant of stock options to purchase 150,000 shares of our common
stock at an exercise price equal to the closing price, last sale of the day, on
the TSX Venture Exchange on the date the options were granted and with a term of
three years from the date of grant.

Internal and External Sources of Liquidity

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

Critical Accounting Policies and Judgments

Use of Estimates

The preparation of the consolidated financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and expenses during the periods reported. Actual results
could differ from those estimates. Significant areas requiring management's
estimates and assumptions are determining the fair value of transactions
involving common stock, valuation and impairment losses on mineral property
interests and the valuation of stock-based compensation. By their nature, these
estimates are subject to measurement uncertainty and the effect on the financial
statements of changes in such estimates in future periods could be significant.
Other areas requiring estimates include depreciation of equipment. Actual
results could differ from those estimates.

Asset Impairment

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

Mineral Claim Payments and Exploration Expenditures

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

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

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

- 53 -

---

Investment in and Expenditures on Mineral Property
Interests

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

Title to mineral properties involves certain inherent risks due
to the difficulties of determining the validity of certain claims as well as the
potential for problems arising from ambiguous conveyance history of many mineral
properties. To the best of our knowledge we believe all of our unproved mineral
interests are in good standing and that we have title to all of these mineral
property interests.

Income Taxes

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

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

United States Federal Income Tax Consequences

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

Canadian Federal Income Tax Consequences

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

- 54 -

---

As at January 31, 2011, we had net operating loss carry
forwards; however, due to the uncertainty of realization, we have provided a
full valuation allowance for the potential deferred tax assets resulting from
these losses carried forwards.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

- 55 -

---

ARGENTEX MINING CORPORATION 
  (An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

At January 31, 2011 and 2010 and 
  for the Years Ended January 31, 2011 and 2010

(Stated in U.S. Dollars)

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheets
  of Argentex Mining Corporation (an exploration stage company) (the Company)
  as at January 31, 2011 and 2010 and the related consolidated statements of operations,
  stockholders equity (deficit) and cash flows for the years then ended,
  and for the cumulative period from December 21, 2001 (date of inception) to
  January 31, 2011. These financial statements are the responsibility of the Company's
  management. Our responsibility is to express an opinion on these financial statements
  based on our audits.

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

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  the Company as at January 31, 2011 and 2010 and the results of its operations
  and its cash flows for the years then ended and for the cumulative period from
  inception, December 21, 2001 to January 31, 2011, in conformity with accounting
  principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As discussed
  in Note 3 to the consolidated financial statements, the Company has generated
  significant losses from operations and has an accumulated deficit of $22,243,128
  which raises doubt about the Companys ability to continue as a going concern.
  The Company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 & Company"   
|April 26, 2010       
|Chartered Accountants

|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|Fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

F-2

---

|ARGENTEX MINING CORPORATION   
|------------------------------
|(An Exploration Stage Company)
|CONSOLIDATED BALANCE SHEETS   
|AT JANUARY 31, 2011 AND 2010  
|(Stated in U.S. Dollars)      

|                                                                                                                                                                                                        |   | 2011        |   |   | 2010        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                                                                                                                                                        |   |             |   |   |             |  
|ASSETS                                                                                                                                                                                                  |   |             |   |   |             |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Current                                                                                                                                                                                                 |   |             |   |   |             |  
|Cash and cash equivalents                                                                                                                                                                               | $ | 5,959,362   |   | $ | 3,209,786   |  
|Sales tax recoverable                                                                                                                                                                                   |   | 33,102      |   |   | -           |  
|Prepaid
      expenses and deposits                                                                                                                                                                     |   | 41,823      |   |   | 109,856     |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Total current assets                                                                                                                                                                                    |   | 6,034,287   |   |   | 3,319,642   |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Equipment (Note 4)                                                                                                                                                                                      |   | 113,881     |   |   | 52,534      |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Mineral property interest
      (Note 5)                                                                                                                                                                |   | 815,000     |   |   | -           |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Total assets                                                                                                                                                                                            | $ | 6,963,168   |   | $ | 3,372,176   |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                    |   |             |   |   |             |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Current liabilities                                                                                                                                                                                     |   |             |   |   |             |  
|Accounts payable and accrued liabilities (Note
      6)                                                                                                                                                 | $ | 470,914     |   | $ | 405,622     |  
|Due to related parties (Note 7)                                                                                                                                                                         |   | 247,306     |   |   | 36,318      |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Total liabilities                                                                                                                                                                                       |   | 718,220     |   |   | 441,940     |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Stockholders' equity                                                                                                                                                                                    |   |             |   |   |             |  
|Preferred stock, $0.001 par value,
      authorized 100,000,000, 
                nil shares issued
      and outstanding at January 31, 2011 and 2010                                                  |   | -           |   |   | -           |  
|Preferred stock, Series A convertible, $0.001
      par value, 
                authorized 2,000,
      nil shares issued and outstanding at 
                January 31,
      2011 and 2010           |   | -           |   |   | -           |  
|Common stock, $0.001 par value,
      authorized 100,000,000, 
                56,587,922 and 43,921,754
      issued and outstanding at 
                January 31, 2011
      and 2010, respectively |   | 56,588      |   |   | 43,922      |  
|Shares subscribed                                                                                                                                                                                       |   | 104,380     |   |   | -           |  
|Additional paid-in capital                                                                                                                                                                              |   | 28,327,108  |   |   | 19,995,457  |  
|Deficit accumulated during the exploration stage                                                                                                                                                        |   | (22,243,128 | ) |   | (17,078,930 | )
|Accumulated other comprehensive loss                                                                                                                                                                    |   | -           |   |   | (30,213     | )
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Total stockholders' equity                                                                                                                                                                              |   | 6,244,948   |   |   | 2,930,236   |  
|                                                                                                                                                                                                        |   |             |   |   |             |  
|Total liabilities and stockholders' equity                                                                                                                                                              | $ | 6,963,168   |   | $ | 3,372,176   |  

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

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
|(Stated in U.S. Dollars)             

|                                                                        |   | For the Years Ended |   |   | From December 21, |  
|----------------------------------------------------------------------- | - | ------------------- | - | - | ----------------- | -
|                                                                        |   | January 31,         |   |   | 2001(Inception)   |  
|                                                                        |   | 2011                |   |   | 2010              |  
|                                                                        |   |                     |   |   |                   |  
|Expenses                                                                |   |                     |   |   |                   |  
|                                                                        |   |                     |   |   |                   |  
|Consulting                                                              | $ | 1,163,538           |   | $ | 843,531           |  
|Depreciation                                                            |   | 16,854              |   |   | 9,660             |  
|Foreign exchange (gain) loss                                            |   | (158,810            | ) |   | 14,791            |  
|Investor relations                                                      |   | 164,874             |   |   | 208,629           |  
|Mineral property interests                                              |   | 2,993,700           |   |   | 885,639           |  
|Office and sundry                                                       |   | 162,572             |   |   | 96,452            |  
|Professional                                                            |   | 575,899             |   |   | 437,983           |  
|Rent                                                                    |   | 25,934              |   |   | 27,410            |  
|Transfer agent and filing                                               |   | 111,628             |   |   | 77,501            |  
|Travel                                                                  |   | 111,704             |   |   | 42,728            |  
|Write-down of mineral claims                                            |   | -                   |   |   | -                 |  
|                                                                        |   |                     |   |   |                   |  
|                                                                        |   | (5,167,893          | ) |   | (2,644,324        | )
|                                                                        |   |                     |   |   |                   |  
|Interest (expense) income                                               |   | 3,695               |   |   | (13,972           | )
|                                                                        |   |                     |   |   |                   |  
|Net loss                                                                | $ | (5,164,198          | ) | $ | (2,658,296        | )
|                                                                        |   |                     |   |   |                   |  
|Net loss per share - basic and diluted                                  | $ | (0.11               | ) | $ | (0.07             | )
|                                                                        |   |                     |   |   |                   |  
|Weighted average number of shares outstanding - basic
      and diluted |   | 47,632,874          |   |   | 36,735,688        |  

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 (DEFICIT)                            
|FOR THE CUMULATIVE PERIOD FROM INCEPTION, DECEMBER 31,
      2001 TO JANUARY 31, 2011
|(Stated in U.S. Dollars)                                                             

|                                                |  | Preferred Stock      |   |   |              |   |  |            |   |   |           |   |       |                |   |  |            |  |   |             |   |   |                   | 
|----------------------------------------------- |  | -------------------- | - | - | ------------ | - |  | ---------- | - | - | --------- | - | ----- | -------------- | - |  | ---------- |  | - | ----------- | - | - | ----------------- | 
|                                                |  | Series A Convertible |   |   | Common Stock |   |  |            |   |   |           |   |       |                |   |  |            | 
|                                                |  |                      |   |   |              |   |  |            |   |   |           |   |       |                |   |  |            |  |   |             |   |   | Accumulated       | 
|                                                |  |                      |   |   |              |   |  |            |   |   |           |   |       | **Additional** |   |  |            |  |   |             |   |   | Other             | 
|                                                |  | Number of            |   |   | **Par**      |   |  | Number of  |   |   |           |   |       | Paid-in        |   |  | Shares     |  |   | Accumulated |   |   | **Comprehensive** | 
|                                                |  | Shares               |   |   | Value        |   |  | Shares     |   |   | Par Value |   |       | 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 year                           |  | -                    |   |   | -            |   |  | -          |   |   | -         |   |       | -              |   |  | -          |  |   | (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 (DEFICIT)                           
|FOR THE CUMULATIVE PEROD FROM INCEPTION, DECEMBER 31,
      2001 TO JANUARY 31, 2011
|(Stated in U.S. Dollars)                                                            

|                                                |  |                          |  |  |              |  |  |               |  |   |           |  |   |            |   |   |            |  |   |             |   |   | (Continued)   |   |   |               |  
|----------------------------------------------- |  | ------------------------ |  |  | ------------ |  |  | ------------- |  | - | --------- |  | - | ---------- | - | - | ---------- |  | - | ----------- | - | - | ------------- | - | - | ------------- | -
|                                                |  | **Preferred Stock**      |  |  |              |  |  |               |  |   |           |  |   |            |   |   |            |  |   |             |   |   |               |  
|                                                |  | **Series A Convertible** |  |  | Common Stock |  |  |               |  |   |           |  |   |            |   |   |            | 
|                                                |  |                          |  |  |              |  |  |               |  |   |           |  |   |            |   |   |            |  |   |             |   |   | Accumulated   |   |   |               |  
|                                                |  |                          |  |  |              |  |  |               |  |   |           |  |   | Additional |   |   |            |  |   |             |   |   | Other         |   |   | Total         |  
|                                                |  | Number of                |  |  | **Par**      |  |  | **Number of** |  |   |           |  |   | Paid-in    |   |   | Shares     |  |   | Accumulated |   |   | Comprehensive |   |   | Stockholders |  
|                                                |  | Shares                   |  |  | **Value**    |  |  | **Shares**    |  |   | Par Value |  |   | Capital    |   |   | Subscribed |  |   | Deficit     |   |   | Income (Loss) |   |   | (Deficit)     |  
|                                                |  |                          |  |  |              |  |  |               |  |   |           |  |   |            |   |   |            |  |   |             |   |   |               |   |   |               |  
|Balance at January 31, 2007                     |  | -                        |  |  | -            |  |  | 20,996,723    |  |   | 20,997    |  |   | 5,060,759  |   |   | -          |  |   | (6,204,485  | ) |   | -             |   |   | (1,122,729    | )
|Conversion of promissory note                   |  | -                        |  |  | -            |  |  | 3,720,776     |  |   | 3,720     |  |   | 1,386,348  |   |   | -          |  |   | -           |   |   | -             |   |   | 1,390,068     |  
|Common stock issued for cash                    |  | -                        |  |  | -            |  |  | 1,930,720     |  |   | 1,931     |  |   | 2,224,933  |   |   | -          |  |   | -           |   |   | -             |   |   | 2,226,864     |  
|Common stock issued for finders fee             |  | -                        |  |  | -            |  |  | 180,000       |  |   | 180       |  |   | -          |   |   | -          |  |   | -           |   |   | -             |   |   | 180           |  
|Cost of issuing stock                           |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | (12,708    | ) |   | -          |  |   | -           |   |   | -             |   |   | (12,708       | )
|Common stock issued for services                |  | -                        |  |  | -            |  |  | 150,000       |  |   | 150       |  |   | 202,350    |   |   | -          |  |   | -           |   |   | -             |   |   | 202,500       |  
|Exercise of warrants                            |  | -                        |  |  | -            |  |  | 666,667       |  |   | 667       |  |   | 266,000    |   |   | -          |  |   | -           |   |   | -             |   |   | 266,667       |  
|Exercise of stock options                       |  | -                        |  |  | -            |  |  | 666,667       |  |   | 666       |  |   | 214,001    |   |   | -          |  |   | -           |   |   | -             |   |   | 214,667       |  
|Stock-based compensation                        |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | 928,176    |   |   | -          |  |   | -           |   |   | -             |   |   | 928,176       |  
|Net loss for the year                           |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | -          |   |   | -          |  |   | (3,688,314  | ) |   | -             |   |   | (3,688,314    | )
|Balance at January 31, 2008                     |  | -                        |  |  | -            |  |  | 28,311,553    |  |   | 28,311    |  |   | 10,269,859 |   |   | -          |  |   | (9,892,799  | ) |   | -             |   |   | 405,371       |  
|Common stock issued for cash                    |  | -                        |  |  | -            |  |  | 4,279,000     |  |   | 4,280     |  |   | 4,050,720  |   |   | -          |  |   | -           |   |   | -             |   |   | 4,055,000     |  
|Cost of issuing stock                           |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | (330,893   | ) |   | -          |  |   | -           |   |   | -             |   |   | (330,893      | )
|Debt discount                                   |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | 49,985     |   |   | -          |  |   | -           |   |   | -             |   |   | 49,985        |  
|Stock-based compensation                        |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | 147,133    |   |   | -          |  |   | -           |   |   | -             |   |   | 147,133       |  
|Net loss for the year                           |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | -          |   |   | -          |  |   | (4,527,835  | ) |   | -             |   |   | (4,527,835    | )
|Balance at January 31, 2009                     |  | -                        |  |  | -            |  |  | 32,590,553    |  |   | 32,591    |  |   | 14,186,804 |   |   | -          |  |   | (14,420,634 | ) |   | -             |   |   | (201,239      | )
|Conversion of convertible debenture             |  | -                        |  |  | -            |  |  | 1,500,000     |  |   | 1,500     |  |   | 148,500    |   |   | -          |  |   | -           |   |   | -             |   |   | 150,000       |  
|Equity component of convertible
      debenture |  |                          |  |  |              |  |  |               |  |   |           |  |   |            |   |   | -          |  |   |             |   |   |               |   |   |               |  
|converted                                       |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | (44,102    | ) |   |            |  |   | -           |   |   | -             |   |   | (44,102       | )
|Common stock issued for cash                    |  | -                        |  |  | -            |  |  | 9,056,201     |  |   | 9,056     |  |   | 5,180,691  |   |   | -          |  |   | -           |   |   | -             |   |   | 5,189,747     |  
|Cost of issuing stock                           |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | (240,584   | ) |   | -          |  |   | -           |   |   | -             |   |   | (240,584      | )
|Exercise of warrants                            |  | -                        |  |  | -            |  |  | 500,000       |  |   | 500       |  |   | 119,500    |   |   | -          |  |   | -           |   |   | -             |   |   | 120,000       |  
|Exercise of stock options                       |  | -                        |  |  | -            |  |  | 275,000       |  |   | 275       |  |   | 77,725     |   |   | -          |  |   | -           |   |   | -             |   |   | 78,000        |  
|Stock-based compensation                        |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | 566,923    |   |   | -          |  |   | -           |   |   | -             |   |   | 566,923       |  
|Net loss for the year                           |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | -          |   |   | -          |  |   | (2,658,296  | ) |   | -             |   |   | (2,658,296    | )
|Unrealized foreign currency exchange loss       |  | -                        |  |  | -            |  |  | -             |  |   | -         |  |   | -          |   |   | -          |  |   | -           |   |   | (30,213       | ) |   | (30,213       | )
|Balance at January 31, 2010                     |  | -                        |  |  | -            |  |  | 43,921,754    |  |   | 43,922    |  |   | 19,995,457 |   |   | -          |  |   | (17,078,930 | ) |   | (30,213       | ) |   | 2,930,236     |  
|Common stock issued for
      cash              |  |                          |  |  |              |  |  | 10,804,706    |  |   | 10,805    |  |   | 7,109,264  |   |   | -          |  |   | -           |   |   | -             |   |   | 7,120,069     |  
|Exercise of stock options                       |  |                          |  |  |              |  |  | 458,334       |  |   | 458       |  |   | 163,476    |   |   | -          |  |   | -           |   |   | -             |   |   | 163,934       |  
|Exercise of warrants                            |  |                          |  |  |              |  |  | 1,403,128     |  |   | 1,403     |  |   | 502,036    |   |   | -          |  |   | -           |   |   | -             |   |   | 503,439       |  
|Shares subscribed                               |  |                          |  |  |              |  |  | -             |  |   | -         |  |   | -          |   |   | 104,380    |  |   | -           |   |   | -             |   |   | 104,380       |  
|Stock-based compensation                        |  |                          |  |  |              |  |  | -             |  |   | -         |  |   | 556,875    |   |   | -          |  |   | -           |   |   | -             |   |   | 556,875       |  
|Net loss for the year                           |  |                          |  |  |              |  |  | -             |  |   | -         |  |   | -          |   |   | -          |  |   | (5,164,198  | ) |   | -             |   |   | (5,164,198    | )
|Unrealized foreign currency exchange gain       |  |                          |  |  |              |  |  | -             |  |   | -         |  |   | -          |   |   | -          |  |   | -           |   |   | 30,213        |   |   | 30,213        |  
|                                                |  |                          |  |  |              |  |  |               |  |   |           |  |   |            |   |   |            |  |   |             |   |   |               |   |   |               |  
|Balance at January 31, 2011                     |  |                          |  |  |              |  |  | 56,587,922    |  | $ | 56,588    |  | $ | 28,327,108 |   | $ | 104,380    |  | $ | (22,243,128 | ) | $ | -             |   | $ | 6,244,948     |  

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

F-6

---

|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** **** |  
|                                                                                  |   | 2011                |   |   | 2010                        |  
|                                                                                  |   |                     |   |   |                             |  
|Cash flows from operating activities                                              |   |                     |   |   |                             |  
|Net loss                                                                          | $ | (5,164,198          | ) | $ | (2,658,296                  | )
|Adjustments to reconcile net loss
      to net cash used in operating activities: |   |                     |   |   |                             |  
|Depreciation                                                                      |   | 16,854              |   |   | 9,660                       |  
|Stock-based compensation                                                          |   | 556,875             |   |   | 566,923                     |  
|Debt discount                                                                     |   | -                   |   |   | 5,214                       |  
|Shares issued to
      acquire mineral properties                                 |   | -                   |   |   | -                           |  
|Shares issued in payment of bonus                                                 |   | -                   |   |   | -                           |  
|Non-cash interest                                                                 |   | -                   |   |   | -                           |  
|Write-down of mineral claims                                                      |   | -                   |   |   | -                           |  
|Changes in operating assets and
      liabilities                                 |   |                     |   |   |                             |  
|Sales tax recoverable                                                             |   | (33,102             | ) |   | -                           |  
|Prepaid expenses
      and deposits                                               |   | 68,033              |   |   | (90,170                     | )
|Accounts payable and accrued liabilities                                          |   | 65,292              |   |   | 289,974                     |  
|Due to related parties                                                            |   | 210,988             |   |   | 36,318                      |  
|                                                                                  |   |                     |   |   |                             |  
|Net cash used in operating activities                                             |   | (4,279,258          | ) |   | (1,840,377                  | )
|                                                                                  |   |                     |   |   |                             |  
|Cash flows used in investing activities                                           |   |                     |   |   |                             |  
|Acquisition of mineral property
      interests                                   |   | -                   |   |   | -                           |  
|Acquisition of surface
      rights to mineral property                           |   | (815,000            | ) |   | -                           |  
|Acquisition of equipment                                                          |   | (78,201             | ) |   | (25,349                     | )
|                                                                                  |   |                     |   |   |                             |  
|Net cash
      used in investing activities                                       |   | (893,201            | ) |   | (25,349                     | )
|                                                                                  |   |                     |   |   |                             |  
|Cash flows from financing activities                                              |   |                     |   |   |                             |  
|Issuance of convertible
      debentures                                          |   | -                   |   |   | -                           |  
|Issuance of promissory notes                                                      |   | -                   |   |   | -                           |  
|Repayment of promissory
      notes                                               |   | -                   |   |   | (150,000                    | )
|Proceeds from issuance of capital
      stock                                     |   | 7,787,442           |   |   | 5,147,165                   |  
|Proceeds from shares subscribed                                                   |   | 104,380             |   |   | -                           |  
|                                                                                  |   |                     |   |   |                             |  
|Net cash provided by financing activities                                         |   | 7,891,822           |   |   | 4,997,165                   |  
|                                                                                  |   |                     |   |   |                             |  
|Effects of foreign currency exchange                                              |   | 30,213              |   |   | (30,213                     | )
|                                                                                  |   |                     |   |   |                             |  
|                                                                                  |   |                     |   |   |                             |  
|Increase in cash during the period                                                |   | 2,749,576           |   |   | 3,101,226                   |  
|                                                                                  |   |                     |   |   |                             |  
|Cash, beginning
      of year                                                     |   | 3,209,786           |   |   | 108,560                     |  
|                                                                                  |   |                     |   |   |                             |  
|Cash, end of year                                                                 | $ | 5,959,362           |   | $ | 3,209,786                   |  
|                                                                                  |   |                     |   |   |                             |  
|Supplemental disclosures                                                          |   |                     |   |   |                             |  
|Cash paid (received) during the
      period for:                                 |   |                     |   |   |                             |  
|                                                                                  |   |                     |   |   |                             |  
|Taxes                                                                             | $ | -                   |   | $ | 302                         |  
|Interest                                                                          | $ | (2,646              | ) | $ | 13,052                      |  
|                                                                                  |   |                     |   |   |                             |  
|Non-cash financing transactions:                                                  |   |                     |   |   |                             |  
|Conversion of convertible debenture
      into common stock                       | $ | -                   |   | $ | 150,000                     |  
|Stock based compensation on issuance of brokers
      warrants                    | $ | -                   |   | $ | 145,488                     |  
|Notes and related accrued interest converted to
      common stock                | $ | -                   |   | $ | -                           |  

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

F-7

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 1  ORGANIZATION AND NATURE OF OPERATIONS

Nature of Operations

Argentex Mining Corporation (Argentex or the Company) was 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. Our company was the surviving company in the merger. On November
  5, 2007, the Company moved its state of domicile from Nevada (Argentex Nevada)
  to 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 subsidiary
  was the surviving entity upon completion of the merger. Since November 5, 2007,
  the Company has been a Delaware corporation.

The Company has two wholly-owned subsidiaries, SCRN Properties
  Ltd., a Delaware corporation incorporated on February 13, 2004, which was formed
  for the purpose of acquiring and exploring natural resource properties in Argentina
  and Argentex Mining Corporation, a Nevada corporation that was formed on June
  18, 2010 for the sole purpose of enabling the Companys proposed merger
  whereby the Company would change its corporate jurisdiction from the State of
  Delaware to the State of Nevada.

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.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Standards Codification

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

F-8

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

Reclassifications

Certain prior period amounts in the accompanying financial statements
  have been reclassified to conform to the current years presentation. These
  reclassifications had no effect on our results of operations or financial position
  for any period presented.

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

Basis of Presentation and Principles of Consolidation

These consolidated financial statements are presented in United
  States dollars and have been prepared in accordance with 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.

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

Use of Estimates

The preparation of the consolidated financial statements in conformity
  with GAAP requires management to make estimates and assumptions that affect
  the reported amounts of assets and liabilities at the date of the financial
  statements and expenses during the periods reported. Actual results could differ
  from those estimates. Significant areas requiring management's estimates and
  assumptions are determining the fair value of transactions involving common
  stock, valuation and impairment losses on mineral property interests and the
  valuation of stock-based compensation. By their nature, these estimates are
  subject to measurement uncertainty and the effect on the financial statements
  of changes in such estimates in future periods could be significant. Other areas
  requiring estimates include depreciation of equipment. Actual results could
  differ from those estimates.

Foreign Currency

The functional currency of the Company, including its subsidiary
  is the U.S. dollar. 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 in the period.

F-9

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

Cash Equivalents

The Company considers all highly liquid investments with an original
  maturity of three months or less to be cash equivalents.

Equipment

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

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 Claim Payments and Exploration Expenditures

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, costs will be amortized using the units-of-production
  method over the established life of the reserve.

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

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

Investment in and Expenditures on Mineral Property Interests

Realization of 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 certain claims as well as
  the potential for problems arising from ambiguous conveyance history of many
  mineral properties. To the best of management of the Companys knowledge,
  management believes all of the Companys unproved mineral interests are
  in good standing and that the Company has title to all of its mineral property
  interests.

F-10

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(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 disturbances will be recognized
  as an ARO and a related ARC in the period when a legal obligation to remediate
  occurs.

Financial Instruments and Risk Management

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. The Company does enter into foreign currency hedge
  contracts to mitigate its risk of a foreign currency exchange loss.

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 statement of financial position; the related carrying
  amount of these financial instruments; and the method(s) and significant assumptions
  used to estimate the fair value.

Concentration of Operations

The Companys operations are all related to the minerals
  and mining industry. A reduction in mineral prices or other disturbances in
  the minerals market could have an adverse effect on our operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to
  significant concentrations of credit risk consist principally of cash and cash
  equivalents and sales tax recoverable.

F-11

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

Concentration of Credit Risk(Continued)

The Company maintains its Canadian cash in a major chartered
  Canadian bank deposit account 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. The Companys Canadian dollar
  bank account balance, at times, may exceed federally 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.

The Company maintains its U.S. cash in major chartered Canadian
  bank deposit accounts. The Companys U.S. dollar bank accounts are not
  insured by the Canadian Deposit Insurance Corporation. At January 31, 2011 and
  2010, the Company had approximately $640,000 and $200,000, respectively in US
  cash and approximately $5.0 million and $2.8 million, respectively in bankers
  acceptance's that were not insured.

The Companys operations involve dealing with uncertainties
  and judgments in applying complex tax regulations in Canada and Argentina. The
  final taxes paid are dependent upon many factors including negotiations with
  tax authorities in various jurisdictions. 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.

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 carryforwards. Deferred tax assets and liabilities
  are measured using enacted tax rates expected to apply to taxable income in
  the year in which those differences are expected to be recovered or settled.
  The effect on deferred tax assets and liabilities of a change in tax rates is
  recognized in income in the period that includes the date of enactment. A valuation
  allowance is applied when in managements view it is more likely than not
  (50%) that such deferred tax will not be utilized.

In the unlikely event that an uncertain tax position exists in
  which 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, 2011, the 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 planned change in its
  corporate jurisdiction from the State of Delaware (Argentex Delaware) to the
  Province of British Columbia, Canada (Argentex BC), management of the Company
  believes that it may encounter certain uncertain tax positions as follows:

F-12

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(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 from
  the State of Delaware to the Province of British Columbia, Canada is, for United
  States federal income tax purposes, treated as the transfer of the assets of
  Argentex Delaware to Argentex BC. The Company must recognize 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 any of its assets exceeds its respective basis.
  The calculation of any potential gain is made separately for each asset held
  by the Company. No loss will be allowed for any asset that has a taxable basis
  in excess of its fair market value.

Canadian Federal Income Tax Consequences

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

As at January 31, 2011, 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 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.

Comprehensive Loss

Comprehensive loss reflects changes in equity that result from
  transactions and economic events from non-owner sources.

F-13

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(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.

Recently Adopted Accounting Policy

In February 2010, the FASB issued ASU 2010-09, which amends ASC
  855 to remove the requirement for an SEC filer to disclose a date in both issued
  and revised financial statements. Revised financial statements include financial
  statements revised as a result of either correction of an error or retrospective
  application of GAAP. All of the amendments in ASU 2010-09 are effective upon
  issuance of the final ASU, except for the use of the issued date for conduit
  debt obligors. That amendment is effective for interim or annual periods ending
  after June 15, 2010. The adoption of ASU 2010-09 did not have a material impact
  on the Company's consolidated financial statements.

Recent Accounting Pronouncements

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

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

F-14

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

Recent Accounting Pronouncements(Continued)

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

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

Issued and not yet adopted

In January 2010, the FASB issued changes to disclosure requirements
  for fair value measurements. Specifically, the changes require a reporting entity
  to disclose, in the reconciliation of fair value measurements using significant
  unobservable inputs (Level 3), separate information about purchases, sales,
  issuances, and settlements (that is, on a gross basis rather than as one net
  number). These changes become effective for the Company beginning February 1,
  2011. Other than the additional disclosure requirements, management has determined
  these changes will not have an impact on the Companys consolidated financial
  statements.

NOTE 3  GOING CONCERN

These consolidated financial statements have been prepared using
  accounting principles generally accepted in the United States of America applicable
  to a going-concern, which implies the Company will continue to realize its assets
  and discharge its liabilities in the normal course of business. The Company
  has not generated any revenues from mineral sales since inception, has never
  paid any dividends and is unlikely to pay dividends or generate significant
  earnings in the immediate or foreseeable future. The continuation of the Company
  as a going concern is dependent upon the continued financial support of its
  shareholders, the ability of the Company to obtain equity financing and the
  attainment of profitable operations. The Companys ability to achieve and
  maintain profitability and positive cash flows is dependent upon its ability
  to locate profitable mineral properties, generate revenues from mineral production
  and control production costs. Based upon its current plans, the Company expects
  to incur operating losses in future periods. The Company plans to obtain sufficient
  working capital through additional equity or debt financing. At January 31,
  2011, the Company had accumulated losses of $22,243,128 since inception (December
  21, 2001).

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

F-15

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 4  EQUIPMENT

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


January 31, 2010Accumulated
      
      
      Net BookCost
      
      
      Depreciation
      
      
      ValueEquipment
      $
      48,672
      
      $
      9,425
      
      $
      39,247Furniture and fixtures
      
      8,838
      
      
      3,121
      
      
      5,717Computer equipment
      
      15,958
      
      
      8,388
      
      
      7,570$
      73,468
      
      $
      20,934
      
      $
      52,534


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 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-16

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(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 has the right to repurchase either one-half
        of the royalty for approximately $1,000,000 (CDN$1,000,000) or all of
        the royalty for $2,000,000 (CDN$2,000,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | c) | Contreras and Rio Negro Projects                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | Pursuant to the terms of a Mineral Property Acquisition
        Agreement, dated February 24, 2004, between the Company and an affiliate
        of an ex-director of the Company, the Company acquired mineral claims
        located in the Santa Cruz Province of the Republic of Argentina, then
        known as the Dyakowski Propertyfor total consideration of 833,333
        common shares of the Company (subsequently increased, as a result of a
        stock dividend, to 2,499,999). These shares were issued and were subject
        to an Escrow Agreement dated March 2, 2004. On June 30, 2005, 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 released to the Company for cancellation, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | The Mineral Property Acquisition Agreement and the Share
        Purchase Agreement also provide for an area of interestsuch that,
        in the event that the vendor records any property claims within five (5)
        kilometers of the boundaries of either the Dyakowski Property or the SCRN
        Property, such claims will become subject to the respective agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-17

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 5  MINERAL PROPERTY INTERESTS, continued

| | d) | Storm Cat Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | Pursuant to the terms of a mineral property acquisition
        agreement, dated February 20, 2004, between the Company and an affiliate
        of 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.                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | e) | British Columbia Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | In February, 2006, the Company acquired a group of mineral
        exploration claims located in the Revelstoke area of British Columbia,
        Canada. The group of claims consists of 5 tenures and the process of transferring
        title was initiated March 31, 2006. The total purchase amount was $903.
        In April, 2009, these claims were intentionally allowed to lapse. 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.

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

|                               |   |             |  |   |             |  |   | December       | 
|------------------------------ | - | ----------- |  | - | ----------- |  | - | -------------- | 
|                               |   | Year        |  |   | Year        |  |   | 21, 2001       | 
|                               |   | Ended       |  |   | Ended       |  |   | (Inception) to | 
|                               |   | January 31, |  |   | January 31, |  |   | January 31,    | 
|                               |   | 2011        |  |   | 2010        |  |   | 2011           | 
|                               |   |             |  |   |             |  |   |                | 
|Pinguino Project:              |   |             |  |   |             |  |   |                | 
|Claim maintenance              | $ | 28,602      |  | $ | 8,413       |  | $ | 46,990         | 
|Assaying, testing and analysis |   | 348,041     |  |   | 168,505     |  |   | 915,993        | 
|Camp and field supplies        |   | 601,174     |  |   | 260,175     |  |   | 2,235,719      | 
|Drilling                       |   | 1,443,459   |  |   | 264,996     |  |   | 5,611,876      | 
|Geological and geophysical     |   | 230,050     |  |   | 140,354     |  |   | 1,044,137      | 
|Travel and accommodation       |   | 48,940      |  |   | 32,057      |  |   | 176,896        | 
|                               |   | 2,700,266   |  |   | 874,500     |  |   | 10,031,611     | 
|                               |   |             |  |   |             |  |   |                | 
|Condor Project:                |   |             |  |   |             |  |   |                | 
|Claim maintenance              |   | -           |  |   | -           |  |   | 7,528          | 
|Camp and field supplies        |   | -           |  |   | -           |  |   | 198            | 
|Geological and geophysical     |   | -           |  |   | -           |  |   | 4,185          | 
|                               |   | -           |  |   | -           |  |   | 11,911         | 

F-18

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 5  MINERAL PROPERTY INTERESTS, continued

DecemberYear
      
      
      Year
      
      
      21, 2001Ended
      
      
      Ended
      
      
      (Inception) toJanuary 31,
      
      
      January 31,
      
      
      January 31,2011
      
      
      2010
      
      
      2011Contreras Project:Claim maintenance
      
      -
      
      
      3,819
      
      
      21,851Camp and field supplies
      
      169,916
      
      
      -
      
      
      169,916Assaying, testing and analysis
      
      60,247
      
      
      -
      
      
      60,247Geological and geophysical
      
      33,830
      
      
      -
      
      
      33,830Travel and accommodation
      
      28,814
      
      
      -
      
      
      28,814292,807
      
      
      3,819
      
      
      314,658Rio Negro Project:Claim maintenance
      
      -
      
      
      7,108
      
      
      7,108Camp and field supplies
      
      -
      
      
      -
      
      
      51,836Geological and geophysical
      
      -
      
      
      212
      
      
      39,833Travel and accommodation
      
      303
      
      
      -
      
      
      9,917303
      
      
      7,320
      
      
      108,694Other:
      
      324
      
      
      -
      
      
      31,729$
      2,993,700
      
      $
      885,639
      
      $
      10,498,603


NOTE 6  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Year
      
      
      YearEnded
      
      
      EndedJanuary
      
      
      January31, 2011
      
      
      31, 2010Accounts payable
      $
      170,632
      
      $
      57Accrued liabilities
      
      21,294
      
      
      74,223Accrued professional fees
      
      49,229
      
      
      68,813Accrued mineral
        property interests
      
      229,759
      
      
      262,529$
      470,914
      
      $
      405,622


NOTE 7 - RELATED PARTY TRANSACTIONS

Director and officer consulting fees for the year ended January
  31, 2011, were $1,011,673 (2010 -$702,825) including stock based compensation
  of $509,408 (2010 - $476,592). As at January 31, 2011 the Company owed directors
  and officers $247,306 (2010 - $36,318). 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:

F-19

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 7 - RELATED PARTY TRANSACTIONS, continued

|a) | On November 1, 2005, the Company entered into a management
        agreement with an officer at CDN$2,500 per month. During the year ended
        January 31, 2011, the Company paid consulting fees of $nil (2010 - $16,209)
        relating to this management agreement. This contract was cancelled on
        August 15, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|b) | During the year ended January 31, 2011, the Company
        paid or accrued consulting fees of $43,998 (2010 - $25,329) and recorded
        stock based compensation of $71,199 (2010 - $17,492) to a former officer
        of the Company. As at January 31, 2011, the Company owed this consultant
        $3,911 (2010- $nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|c) | On September 1, 2009, with retroactive effect to August
        1, 2009, the Company entered into a two year consulting agreement with
        its President and Frontera Geological Services Ltd., (Frontera) a company
        wholly-owned by its President whereby the Company agreed to pay a consulting
        fee for services ordinarily provided by a Chief Executive Officer of approximately
        $12,500 (CDN$12,500) per month plus a sales tax and agreed to issue to
        this director options to purchase 100,000 shares of common stock (granted
        September 3, 2009). Under the terms of the agreement, certain bonuses
        were payable, pending the achievement of certain equity targets to be
        reached prior to August 1, 2010. None of the equity targets were reached
        prior to August 1, 2010. However, on February 10, 2011, pursuant to Board
        approval, the Company paid Frontera a discretionary cash bonus of approximately
        $224,000 inclusive of goods and services tax.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the year ended January 31, 2011 the Company paid
        or accrued consulting fees of $159,416, (2010 - $122,394) and recorded
        stock based compensation of $29,226 (2010 - $Nil) relating to this consulting
        agreement and a predecessor agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | At January 31, 2011, the Company was indebted to a director
        and officer of this Company in the amount of $230,723 (2010 - $1,109).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|d) | On July 14, 2009, the Company entered into a one year
        consulting agreement with an officer and a company controlled by this
        officer whereby the Company agreed to pay a consulting fee for services
        consistent with those ordinarily provided by an Executive Vice President
        of Corporate Development of approximately $12,500 (CDN$12,500) plus a
        sales tax per month and agreed to issue to this officer options to purchase
        1,000,000 shares of common stock at an exercise price of $0.60 per share
        for three years (granted July 14, 2009). Under the terms of the agreement,
        certain bonuses were payable, pending the achievement of certain equity
        targets to be reached prior to July 14, 2010. None of the equity targets
        were reached and consequently no bonus was paid or payable.                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the year ended January 31, 2011 the Company paid
        consulting fees of $73,398 (2010 - $78,510) and recorded stock based compensation
        of $162,085 (2010 - $153,593) to this company. At January 31, 2011 the
        Company was indebted to this company in the amount of $nil (2010 - $35,211).
        Effective July 14, 2010, the officer resigned as the Companys Executive
        Vice President of Corporate Development. (Note 8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|e) | On January 7, 2011 the Company entered into a consulting
        agreement with a company controlled by the Companys new Treasurer
        and Chief Financial Officer whereby it agreed to pay a consulting fee
        for services ordinarily provided by a Chief Financial Officer of approximately
        $12,500 (CDN$12,500) per month plus a sales tax. During the year ended
        January 31, 2011, the Company accrued consulting fees of $9,538 (2010
        - $nil) related to this consulting agreement. As at January 31, 2011,
        the Company owed $12,672 (2010 - $nil) pursuant to this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                        

F-20

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 7 - RELATED PARTY TRANSACTIONS, continued

|f) | During the year ended January 31, 2011, the Company
        paid consulting fees of $15,916 (2010 - $nil) and recorded stock based
        compensation of $104,500 (2010 $nil) to a Director and paid another
        director $19,022 for geological services (2010-$nil).
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                              
|g) | During the year ended January 31, 2011, the Company
        recorded stock based compensation of $142,397 (2010 - $144,007) related
        to stock options granted to two other directors (2010  four other
        directors).                                           

During the year ended January 31, 2011, the Companys directors
  exercised a total of 333,334 (2010 -200,000) stock options for $105,000 and
  775,000 (2010  500,000) warrants for $116,000.

Additional related party transactions are disclosed in notes
  8 and 13 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.

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.

F-21

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Stock Transactions(Continued)

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
  entitles the holder to acquire one additional common share at $1.50 per share
  on or before July 4, 2009.

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%.

F-22

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Stock Transactions(Continued)

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.

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.

F-23

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK,continued

Stock Transactions(Continued)

On November 27, 2009, the Company completed a brokered private
  placement of 5,960,813 units at a price of CDN$0.70 (US$0.662) per unit for
  gross proceeds of CDN$4,172,570 (US$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 $0.90 (US$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 $1.25 (US$1.25) for a period of 30 consecutive
  trading days. We also paid a cash commission of 6% or CDN$250,354 (US$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 (US$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 our 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).

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.

F-24

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Stock Transactions(Continued)

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)

Share purchase warrants

Share purchase warrant transactions are summarized as follows:

WeightedAverageNumber of
      
      
      ExerciseWarrants
      
      
      PriceBalance at January 31, 2009
      
      4,960,637
      
      $
      1.17Issued
      
      7,933,443
      
      
      0.58Exercised
      
      (500,000
      )
      
      0.24Expired
      
      (2,935,637
      )
      
      1.54Balance at January 31, 2010
      
      9,458,443
      
      
      0.61Issued
      
      10,804,706
      
      
      1.14Exercised
      
      (1,403,128
      )
      
      0.36Expired
      
      (99,520
      )
      
      0.72Balance at January 31, 2011
      
      18,760,501
      
      $
      0.94


F-25

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Share purchase warrants(Continued)

At January 31, 2011, the following share purchase warrants were
  outstanding and exercisable:

Number of
      
      Exercisewarrants
      
      Price
      Expiry Date1,158,334
      
      $ 0.45
      April 24, 2011434,782
      
      $ 0.45
      May 22, 2011500,000
      
      $ 0.15
      May 28, 2011255,000
      
      $ 0.65
      June 18, 2011727,272
      
      $ 0.65
      July 13, 20111,000,000
      
      $ 0.15
      November 12, 20112,980,407
      
      $ 0.90(CDN$0.90)
      November 27, 2011900,000
      
      $ 1.25
      April 11, 201210,804,706
      
      $ 1.14(CDN$1.14)
      October 26, 201518,760,501


Stock Options

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

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%. (Note 9)

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%. (Note 7)

F-26

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Stock Options(Continued)

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 Companies 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%. (Note 9)

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%. (Note 7)

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%. (Note 7)

F-27

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(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 in three years on January 7, 2014 and vest in accordance with the Companies
  stock option plan at 37,500 stock options each quarter. These stock options
  were valued, using the Black Scholes valuation model, at $72,435 which is being
  recorded in consulting fees in accordance with the Companies stock option plan.
  The assumptions used in the Black Scholes model were: risk free interest rate
   1.69%; expected life of the options  3 years; annualized volatility
   96%; and dividend rate  0%. (Note 7)

Stock option transactions are summarized as follows:

WeightedAverageNumber of
      
      
      ExerciseOptions
      
      
      PriceBalance at January 31, 2009
      
      1,833,334
      
      $
      0.50Granted
      
      3,035,000
      
      
      0.54Exercised
      
      (275,000
      )
      
      0.28Expired
      
      (200,000
      )
      
      0.25Balance at January 31, 2010
      
      4,393,334
      
      
      0.56Granted
      
      550,000
      
      
      0.67Exercised
      
      (458,334
      )
      
      0.36Expired
      
      (1,015,000
      )
      
      0.60Balance at January 31, 2011
      
      3,470,000
      
      $
      0.59


The weighted average fair value per stock option granted during
  the year ended January 31, 2011 was $0.58 (2010- $0.36) .

At January 31, 2011, the following stock options were outstanding:

Number of
      
      
      ExerciseStock Options
      
      
      Price
      
      
      Expiry Date380,000
      
      
      $ 0.49
      
      
      February 7, 2011200,000
      
      
      $ 0.58
      
      
      February 9, 2011150,000
      
      
      $ 1.35
      
      
      May 11, 2011100,000
      
      
      $ 0.675
      
      
      September 1, 2012100,000
      
      
      $ 1.13
      
      
      November 13, 201260,000
      
      
      $ 0.25
      
      
      March 26, 2013150,000
      
      
      $ 0.35
      
      
      October 28, 20131,230,000
      
      
      $ 0.37
      
      
      February 10, 2014550,000
      
      
      $ 0.855
      
      
      January 19, 2015400,000
      
      
      $ 0.64
      
      
      May 10, 2015150,000
      
      
      $ 0.80
      
      
      January 7, 20143,470,000


F-28

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Stock Options(Continued)

The fair value of stock options granted during the year ended
  January 31, 2011 was $321,051 (2010 -$1,083,289) which is being recognized over
  the options vesting periods. At January 31, 2011, 2,995,000 (2010  2,993,334)
  stock options were exercisable.

Total stock-based compensation recognized during the year ended
  January 31, 2011 was $556,875 (2010 -$566,923). Stock-based compensation has
  been recorded in the consolidated statements of operations as follows, with
  corresponding additional paid-in capital recorded in stockholders' equity:

Year
      
      YearEnded
      
      EndedJanuary
      
      January31, 2011
      
      31, 2010Consulting fees
      $ 556,875
      
      $ 512,411Investor relations
      -
      
      54,512$ 556,875
      
      $ 566,923


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

Year
      
      
      YearEnded
      
      
      EndedJanuary 31,
      
      
      January 31,2011
      
      
      2010Risk-free interest rate
      
      1.69-2.65%
      
      
      1.23%Expected life of options
      
      3-5 years
      
      
      4.28 yearsAnnualized volatility
      
      93-96%
      
      
      93%Dividend rate
      
      0%
      
      
      0%


As at January 31, 2011, the aggregate intrinsic value (AIV) of
  all outstanding, vested stock options and exercised stock options was $1,335,300
  and $160,100 (2010-$913,217 and $nil).

F-29

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 9 - SEGMENTED INFORMATION

At January 31, 2011 and 2010, the Company and its subsidiary
  operated in two reportable segments. Identifiable assets, revenues and net loss
  in each geographic area are as follows:

January 31,
      
      
      January 31,2011
      
      
      2010Identifiable assetsCanada
      $
      6,035,574
      
      $
      3,191,348Argentina
      
      927,594
      
      
      180,828$
      6,963,168
      
      $
      3,372,176


Year
      
      
      YearEnded
      
      
      EndedJanuary 31,
      
      
      January 31,2011
      
      
      2010Loss for the yearCanada
      $
      1,775,834
      
      $
      1,628,987Argentina
      
      3,388,364
      
      
      1,029,309$
      5,164,198
      
      $
      2,658,296


NOTE 10  FINANCIAL INSTRUMENTS

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

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

|                                         |  | January 31, 2011 |  |   | January 31, 2010 | 
|---------------------------------------- |  | ---------------- |  | - | ---------------- | 
|                                         |  |                  |  |   | Carrying         | 
|                                         |  | Level            |  |   | value            | 
|Cash and cash equivalents                |  | Level 1          |  | $ | 5,965,362        | 
|Sales tax recoverable                    |  | Level 2          |  | $ | 33,102           | 
|Accounts payable and accrued liabilities |  | Level 2          |  | $ | 470,914          | 
|Due to related parties                   |  | Level 2          |  | $ | 247,306          | 

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

F-30

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 11  COMMITMENTS

Lease Commitments

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

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

At January 31, 2011, the minimum future lease payments under
  the Companys operating leases are as follows:

2012
      $
      88,6632013
      $
      75,2052014
      $
      87,5942015
      $
      87,594


Consulting Commitments

On August 1, 2009, we entered into a two year consulting agreement
  with a company wholly-owned by our President whereby we agreed to pay a consulting
  fee of approximately US$12,500 (CDN$12,500) until July 31, 2011. (Note 7)

On January 7, 2011, we entered into a one year consulting agreement
  with a company controlled by an officer whereby we agreed to pay a consulting
  fee of approximately US$12,500 (CDN$12,500) until January 7, 2012. (Note 7)

At January 31, 2011, the minimum future payments under our consulting
  contracts are as follows:

2012
      $
      215,302


12. INCOME TAXES

Income tax expense has not been recognized for the years ended
  January 31, 2011 and 2010 and no taxes were payable at January 31, 2011 or 2010
  as the Company has incurred losses since its inception.

F-31

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

12. INCOME TAXES, continued

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       |  
|----------------------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                                |   | January 31, 2011 |   |   | January 31, 2010 |  
|                                                |   |                  |   |   |                  |  
|Loss before income taxes                        | $ | (5,164,198       | ) | $ | (2,658,296       | )
|Corporate tax rate                              |   | 34%              |   |   | 34%              |  
|                                                |   |                  |   |   |                  |  
|Expected income tax recovery                    |   | (1,756,000       | ) |   | (904,000         | )
|Items not deductible for tax purposes           |   | 1,031,000        |   |   | 261,000          |  
|Adjustment to prior years net operating losses |   | 76,000           |   |   | -                |  
|Change in valuation allowance                   |   | 649,000          |   |   | 643,000          |  
|Income tax provision                            | $ | -                |   | $ | -                |  

At January 31, 2011 and 2010, the Company had the following deferred
  tax asset that relates to net operating losses. The Company established a 100%
  valuation allowance, as management believes it is more likely than not that
  the deferred tax asset will not be realized.

|                                                      |   | 2011       |   |   | 2010       |  
|----------------------------------------------------- | - | ---------- | - | - | ---------- | -
|Federal loss carryforwards (effective rate
      34%) | $ | 3,673,000  |   | $ | 3,023,401  |  
|Less: valuation allowance                             |   | (3,673,000 | ) |   | (3,023,401 | )
|                                                      | $ | -          |   | $ | -          |  

The Companys valuation allowance increased during 2011
  and 2010 by $649,599 and $643,180, respectively.

The Company had the following net operating loss carryforwards
  (NOLs) at January 31:

|                                 |   | 2011       |  |   | 2010      | 
|-------------------------------- | - | ---------- |  | - | --------- | 
|Net operating loss carryforwards | $ | 10,802,282 |  | $ | 8,892,356 | 

The federal NOLs expire through January 31,
  2031. TheCompanies are Delaware corporations, Delaware corporate income
  tax is payable annually based on 8.7% of federal taxable
  income allocated and apportioned to Delaware based on an equally weighted three-factor
  method of apportionment of property, wages and sales in Delaware. During the
  year ended January 31, 2011 and 2010 the Company paid/owed $5,650 and $302 respectively
  in Delaware corporate tax.

If changes in ownership of the Company were
  to occur, NOL carry-forwards may be subject to annual limitations under Internal
  Revenue Code Section 382 (or comparable provisions of state law).

F-32

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2011                          
|(Stated in U.S. Dollars)                  

NOTE 13  SUBSEQUENT EVENTS

| | a) | Exercise of Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On February 7, 2011, one of the Companys directors
        exercised 200,000 options to purchase common shares at an exercise price
        of $0.58 per share and another one of the Companys directors exercised
        180,000 options to purchase common shares at an exercise price of $0.49
        per share. Accordingly, the Company issued 380,000 common shares to its
        directors for gross proceeds of $204,200.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | b) | Exercise and Expiration of Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Between February 1, 2011 and April 21, 2011, the Company
        issued 920,317 shares of its common stock on the exercise of 1,994,084
        warrants for proceeds of $990,607 at exercise prices of $0.15 per share,
        $0.45 per share and ranging from $0.87-$0.89 per share ($CDN 0.90 per
        share). On April 24, 2011, 225,000 warrants exercisable at $0.45 per share
        expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | c) | Material Agreement and Grant of Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | On March 11, 2011, the Company entered into a consulting
        agreement with a company controlled by the Companyss new Executive
        Vice President of Corporate Development whereby it agreed to pay a monthly
        consulting fee for services ordinarily provided by an Executive Vice President
        of Corporate Development of approximately $12,500 ($CDN 12,500) plus sales
        tax. In addition, on March 11, 2011 the Company granted stock options
        pursuant to its 2007 Stock Option Plan to the Companys Executive
        Vice President of Corporate Development to purchase an aggregate of 150,000
        shares of the Companys common stock at an exercise price of $1.04
        per share, for a three (3) year term expiring March 11, 2014. The options
        are to vest in four installments over 12 months on June 1, 2011, September
        1, 2011, December 1, 2011 and March 1, 2012.

F-33

---

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. 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, 2011, 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 effective as of the end of the
period covered by this annual report.

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.

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, 2011 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, 2011, 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 fourth quarter of our fiscal year ended January 31, 2011
that have materially affected, or are reasonably likely to materially affect our
internal control over financial reporting.

Item 9B. Other Information.

None.

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As at April 29, 2011, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
    Position Held with Our Company
    Age
    Date First Elected or AppointedKenneth Hicks
    Director, Chairman of the Board, President, and Secretary
    51
    February 11, 2004Colin Godwin
    Director
    71
    June 1, 2005Jenna Hardy
    Director
    58
    February 7, 2006Richard Thibault
    Director
    55
    February 9, 2006Patrick Downey
    Director
    51
    September 10, 2008Stephen Hanson
    Director
    44
    May 11, 2010Jeff Finkelstein
    Chief Financial Officer and Treasurer
    50
    January 7, 2011Peter A. Ball
    Executive Vice President of Corporate Development
    43
    March 11, 2011


Business Experience

The following is a brief account of the education and business
experience of directors and executive officers during at least the past five
years, indicating their principal occupation during the period, and the name and
principal business of the organization by which they were employed.

Kenneth Hicks, Director, Chairman of the Board,
President, and Secretary

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

Mr. Hicks is a registered member of the Association of
Professional Engineers and Geoscientists of British Columbia, as well as the
Society of Economic Geologists and the Association for Mineral Exploration BC.
Mr. Hicks resigned in 2007 from the board of directors of Prominex Resource
Corp., a TSX Venture Exchange listed junior resource company with properties in
Newfoundland, Canada.

We believe Mr. Hicks is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from serving as our Chairman of the Board,
President, Secretary and a director of our company, in addition to his education
and business experiences described above.

---

Colin Godwin, Director

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

Recently, Dr. Godwin has conducted: (i) exploration programs in
Mexico, Argentina, Yukon, Nevada, Nicaragua, Honduras and Costa Rica, (ii)
drilling projects in Nevada and Mexico, and (iii) property examinations in
Argentina, Mexico, Northwest Territories, Nevada, Costa Rica, Ecuador and India.
Dr. Godwin is a registered P. Eng and P. Geo with the Association of
Professional Engineers and Geoscientists of British Columbia.

We believe Mr. Godwin is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from being a director of our company since June 1,
2005, in addition to his education and business experiences described above.

Jenna Hardy, Director

Ms. Hardy is an accomplished mining professional with extensive
experience in project management, corporate due diligence and governance,
property exploration and evaluation as well as environmental compliance. From
1996 through 2004, Ms. Hardy served as the Manager of Health Safety Environment
with Pan American Silver Corp. where she was responsible for corporate oversight
of health, safety and environmental issues at operating subsidiaries in Peru,
Mexico and Bolivia, as well as development projects in Argentina, Canada and the
USA. In 2004, Ms. Hardy reactivated a consulting company that she founded in
1986 and currently provides environmental, corporate development and corporate
governance services to clients consisting primarily of junior natural resource
companies working in Mexico and Canada. On January 23, 2009, Ms. Hardy became a
director of Triple Dragon Resources Inc. (CNSX: TDN). On January 17, 2011 Ms.
Hardy became a director of Critical Elements Corporation (CNSX: CRE). In
addition, Ms. Hardy has been Principal of Nimbus Management Ltd since 1989.
Nimbus Management Ltd is a consulting firm that provides project management
expertise in the areas of environment, community and technical services for
clients in mining and mineral exploration.

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.

We believe Ms. Hardy is qualified to serve on our board of
directors because of her knowledge of our companys history and current
operations, which she gained from being a director of our company since February
7, 2006, in addition to her education and business experiences described
above.

Richard Thibault, Director

Mr. Thibault is a registered mining engineer with over 30 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 is the President, Chief Executive Officer and director of
Antioquia Gold Inc. a publicly traded company with mining interests in Colombia.
Mr. Thibault has a B.Sc. (Mining Engineering) from Queens University and is
fluent in English, Spanish and French.

---

We believe Mr. Thibault is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from being a director of our company since February
9, 2006, in addition to his education and business experiences described
above.

Patrick Downey, Director

Mr. Downey has been President, Chief Executive Officer, and
director of Aura Minerals Inc. (TSX: ORA), a TSX-listed company that is focused
on the acquisition, exploration, development and operation of gold and base
metal properties in the Americas, since April 4, 2007 and has over 25 years of
international experience in the resource industry. Mr. Downey was President,
Chief Executive Officer and director of Viceroy Exploration Ltd. prior to its
acquisition by Yamana Gold Inc. in 2006 for CDN$600 million (approximately
US$600 million). Prior to that, he was President of Consolidated Trillion
Resources Ltd. and Oliver Gold Corporation, where he negotiated the successful
merger to form Canico Resource Corp., which was purchased in 2006 by Companhia
Vale do Rio Doce for over $800 million. He has held 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 is also a member of the board for a number of resource
companies in the mining sector. Mr. Downey holds a Bachelor of Science (Hon.)
degree in Engineering from Queens University and is a registered member with
the Association of Professional Engineers and Geoscientists of British
Columbia.

We believe Mr. Downey is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from being a director of our company since September
10, 2008, in addition to his education and business experiences described
above.

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
a 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.

We believe Mr. Hanson is qualified to serve on our board of
directors because of his knowledge of our companys history and current
operations, which he gained from being a director of our company since May 11,
2010, in addition to his business experiences described above.

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.

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).

Family Relationships

There are no family relationships between our directors,
executive officers and significant employees.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in
any of the following events during the past ten years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities;                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 5. | being the subject of, or a party to, any federal or state
      judicial or administrative order, judgment, decree, or finding, not
      subsequently reversed, suspended or vacated, relating to an alleged
      violation of: (i) any federal or state securities or commodities law or
      regulation; or (ii) any law or regulation respecting financial
      institutions or insurance companies including, but not limited to, a
      temporary or permanent injunction, order of disgorgement or restitution,
      civil money penalty or temporary or permanent cease- and-desist order, or
      removal or prohibition order; or (iii) any law or regulation prohibiting
      mail or wire fraud or fraud in connection with any business entity;
    or
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 6. | being the subject of, or a party to, any sanction or
      order, not subsequently reversed, suspended or vacated, of any
      self-regulatory organization (as defined in Section 3(a)(26) of the
      Securities Exchange Act of 1934), any registered entity (as defined in
      Section 1(a)(29) of the Commodity Exchange Act), or any equivalent
      exchange, association, entity or organization that has disciplinary
      authority over its members or persons associated with a
  member.                                                                                                                                                                                                                                                               

Corporate Governance

Public Availability of Corporate Governance
Documents.

Our key corporate governance documents, including our Code of
Ethics and the charters of our audit committee, compensation committee and
nominating committee are:

- available on our corporate website;
- available in print to any stockholder who requests them from our President;
  and

---

- certain of them are or will be filed as exhibits to our securities filings
  with the Securities and Exchange Commission.

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:

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

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

Director Independence

Under NASDAQ Rule 4200(a)(15), a director is not considered to
be independent if he or she is also an executive officer or employee of the
corporation. All of our current directors except for Kenneth Hicks, our
President, are independent as that term is defined by NASDAQ Rule
4200(a)(15).

Committees of the Board of Directors

Our board of directors has four standing committees: the audit
committee, the compensation committee, the nominating committee and the
disclosure committee.

|Audit Committee | Compensation   | Nominating Committee | Disclosure Committee
|--------------- | -------------- | -------------------- | --------------------
|                | Committee      |                      |                     
|Jenna Hardy*    | Rick Thibault* | Jenna Hardy*         | Kenneth Hicks       
|Rick Thibault   | Jenna Hardy    | Rick Thibault        | Jenna Hardy         
|Colin Godwin    |                |                      |                     

*Indicates the chair of the committee.

Audit Committee and Audit Committee Financial Expert

Effective March 31, 2006, our board of directors created an
audit committee and adopted an audit committee charter. On that same date we
appointed Jenna Hardy, Richard Thibault and Colin Godwin as members of our audit
committee. However, our board of directors 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 407(5) of Regulation S-K. All of
the members of our audit committee are "independent" as the term is used in Item
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as
amended. We do not have an audit committee financial expert because 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 audit committee operates pursuant to a written charter
adopted by our board of directors, a copy of which is on the corporate
governance section of our website at www.argentexmining.com. Among other
things, the charter calls upon the audit committee to:

- oversee our auditing, accounting and control functions, including having
  primary responsibility for our financial reporting process;
- monitor the integrity of our financial statements to ensure the balance,
  transparency and integrity of published financial information;
- monitor our outside auditors independence, qualifications and performance;
- monitor our compliance with legal and regulatory requirements; and
- monitor the effectiveness of our internal controls and risk management
  system.

It is not the duty of our audit committee to determine that our
financial statements are complete and accurate and in accordance with generally
accepted accounting principles. Our management is responsible for preparing our
financial statements, and our independent registered public accounting firm is
responsible for auditing those financial statements. Our audit committee does,
however, consult with management and our independent registered public
accounting firm prior to the presentation of financial statements to
stockholders and, as appropriate, initiates inquiries into various aspects of
our financial affairs. In addition, our audit committee is responsible for
retaining, evaluating and, if appropriate, recommending the termination of our
independent registered public accounting firm and approving professional
services provided by them.

Compensation Committee

Effective March 31, 2006, our board of directors created a
compensation committee. Our board of directors adopted a compensation committee
charter and appointed Richard Thibault and Jenna Hardy as members of our
compensation committee. Our board of directors has determined that all of the
compensation committee members qualify as:

- independent under TSX Venture Exchange and SEC independence standards;
  and
- non-employee directors under Exchange Act Rule 16b-3;

Our compensation committee operates pursuant to a written
charter adopted by our board of directors, a copy of which is available on the
corporate governance section of our website at www.argentexmining.com.
Among other things, the charter calls upon the compensation committee to:

- determine our compensation policy and all forms of compensation for our
  officers and directors;
- review bonus and stock and incentive compensation arrangements for our
  other employees; and
- administer our stock option plan.

Nominating Committee

Effective March 31, 2006, our board of directors created a
nominating committee. Our board of directors adopted a nominating committee
charter and appointed Jenna Hardy, and Richard Thibault as members of our
nominating committee. Our board of directors has determined that all
members of the nominating committee qualify as independent under TSX Venture
Exchange and SEC independence standards.

---

Our nominating committee operates pursuant to a written charter
adopted by our board of directors, a copy of which is available on the corporate
governance section of our website at www.argentexmining.com. Among other
things, the charter calls upon our nominating committee to:

- oversee our director nomination functions;
- develop criteria for selecting new directors and to identify individuals
  qualified to become members of our board of directors and members of the
  various committees of our board of directors;
- recommend director nominees to our board of directors for election at the
  annual meeting of stockholders; and
- consider any nominations for directors validly made by our stockholders.

Director Independence

Under NASDAQ Rule 5605(a)(2), a director is not considered to
be independent if he or she is also an executive officer or employee of the
corporation. All of our current directors except for Kenneth Hicks, our
President, are independent as that term is defined by NASDAQ Rule
5605(a)(2).

Stockholder Communications with Our Board of
Directors

We do not have a formal procedure for stockholder communication
with our board of directors. In general, members of our board of directors and
executive officers are accessible by telephone or mail. Any matter intended for
our board of directors, or for any individual member or members of our board of
directors, should be directed to our President with a request to forward the
communication to the intended recipient. During the year ended January 31, 2011,
there were no material changes to the procedures by which security holders may
recommend nominees to our board of directors.

Board Leadership Structure

The positions of our principal executive officer and the
chairman of our board of directors are served by one individual, Kenneth Hicks.
We have determined that the leadership structure of our board of directors is
appropriate, especially given the early stage of our development and the size of
our company. Our board of directors provides oversight of our risk exposure by
receiving periodic reports from senior management regarding matters relating to
financial, operational, legal and strategic risks and mitigation strategies for
such risks.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors, and persons who beneficially own more than
10% of our common stock, to file reports regarding ownership of, and
transactions in, our securities with the Securities and Exchange Commission and
to provide us with copies of those filings. Based solely on our review of the
copies of such forms received by us, or written representations from certain
reporting persons, we believe that during the fiscal year ended January 31,
2011, all filing requirements applicable to our executive officers, directors
and persons who beneficially own more than 10% percent of our common stock were
complied with, with the exception of the following:

Name
    Number of Late Reports
    Number of Transactions Not Reported
      on a Timely Basis
    Failure to File Requested FormsKenneth Hicks
    2(1)
    2(1)
    NilColin Godwin
    1(1)
    1(1)
    Nil


---

Patrick Downey
    Nil
    Nil
    NilJenna Hardy
    Nil
    Nil
    NilRichard Thibault
    Nil
    Nil
    NilValerie Helsing
    Nil
    Nil
    NilMark Vanry
    1(1)
    1(1)
    1(1)Jeff Finkelstein
    Nil
    Nil
    NilStephen Hanson
    Nil
    Nil
    Nil


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 4  Statement in Changes of
      Beneficial Ownership.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth all compensation received during
the two years ended January 31, 2011 by our Chief Executive Officer, Chief
Financial Officer and each of the other most highly compensated executive
officers whose total compensation exceeded $100,000 in such fiscal year. These
officers are referred to as the Named Executive Officers in this Report.

Summary Compensation

The following table provides a summary of the compensation
received by the persons set out therein for each of our last two fiscal years:

Compensation Discussion and Analysis

SUMMARY COMPENSATION TABLE -
      YEARS ENDED JANUARY 31, 2011 AND 2010Name
      and Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards(3) ($)
    Non-Equity
      Incentive Plan Compensa- tion
      ($)
    Nonqualified
      Deferred CompensationEarnings
      ($)
    All Other
      **Compensa** -tion ($)
    Total
      ($)Kenneth Hicks Chairman of
      the Board, President and Secretary
    2011 2010
    Nil Nil
    200,000 Nil
    Nil Nil
    Nil 243,391
    Nil Nil
    Nil Nil
    159,856 122,394
    359,856 365,785Jeff
      Finkelstein(1)Chief Financial Officer
    2011 2010
    Nil N/A
    Nil N/A
    Nil N/A
    72,435 N/A
    Nil N/A
    Nil N/A
    9,538 N/A
    81,973 N/AValerie Helsing(2)Former Chief Financial Officer
    2011 2010
    Nil Nil
    Nil Nil
    Nil Nil
    N/A 88,690
    Nil Nil
    Nil Nil
    43,998 25,329
    43,998 114,019


|(1) | Jeff Finkelstein was appointed as our chief financial
      officer on January 7, 2011.                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                         
|(2) | Valerie Helsing was appointed as our chief financial
      officer on July 15, 2009. She resigned January 7, 2011 and entered into an
      oral consulting arrangement with us to provide consulting services until
      February 28, 2011.                                                                           
|    |                                                                                                                                                                                                                                                                                                                         
|(3) | The value of stock options equals the fair value at date
      of grant. The fair value of these options was determined using the Black-
      Scholes option pricing model using a 3-year expected life of the option, a
      volatility factor of 96%, a risk- free rate of 1.69% and no assumed
      dividend rate.

On April 13, 2007, we entered into a consulting agreement with
Frontera Geological Services Ltd., a company that is wholly-owned by our
President, Kenneth Hicks. Under the agreement, Frontera Geological Services Ltd.
agreed to make Mr. Hicks available to us on substantially a full-time basis
(approximately 80% of his working hours) to serve as our President for a term of
two years from the date of the agreement. In exchange, we agreed to pay a fee to
Frontera Geological Services Ltd. consisting of cash in the amount of
approximately $7,684 (CDN$9,000) per month and we agreed to issue to Mr. Hicks
900,000 non-transferable share purchase warrants. We issued these share purchase
warrants on April 14, 2009. Each share purchase warrant entitles Mr. Hicks to
purchase one common share of our company at an exercise price of $1.25 until April 12,
2012. If (a) during the period beginning on April 13, 2007 and expiring on April
13, 2008, our income was equal to or greater than $5,000,000 from all sources
(including revenue from operations, sale of properties or any interest therein,
sale of equity and similar income but excluding income from the sale of debt
securities), or (b) during the period beginning on April 13, 2007 and expiring
on April 13, 2009, the average price for one of our common shares on any single
market for 20 consecutive trading-days equaled or exceeded $3.00 then, in either
of such events, we agreed to issue to Mr. Hicks, as an incentive bonus, 250,000
of our common shares. Mr. Hicks was entitled to receive these common shares
because the condition stated in subparagraph (a) above was met, but these common
shares will not be issued because we have paid the cash bonus to Mr. Hicks as
discussed below. The term of this agreement commenced on April 13, 2007 and
expired April 13, 2009, but the agreement provided for an automatic renewal for
an additional term of two years unless either party gave notice to the other
party that it did not wish to renew. Prior to the expiration of the original
term, Mr. Hicks, acting on behalf of Frontera, gave notice that he desired to
renegotiate the terms of his compensation.

---

On September 1, 2009, with retroactive effect to August 1,
2009, we entered into a new consulting agreement with Frontera Geological
Services Ltd. and Mr. Hicks 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
and we agreed, among other things, to (i) pay Frontera Geological Services Ltd.
a monthly cash fee of CDN$12,500 (approximately US$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. Because none of the milestones occurred within the specified time
period, we are not required to pay any incentive bonuses to Mr. Hicks pursuant
to this consulting agreement. However, on February 10, 2011, Frontera Geological
Services Ltd. was paid a discretionary cash bonus of CDN$224,000 (approximately
US$224,000) representing a cash bonus of CDN$200,000 (approximately US$200,000)
plus CDN$24,000 (approximately US$24,000) for value added sales tax. The bonus
was declared by our board of directors as certain of the specified milestones
were achieved by Mr. Hicks and the board recognized that the timing of certain
of these milestones were beyond Mr. Hicks control.

On April 13, 2007, we issued 900,000 share purchase warrants to
Mr. Hicks as required by the consulting agreement that we entered into on April
13, 2007. On July 5, 2005, we granted to Mr. Hicks 500,000 options to purchase
shares of our common stock at an exercise price of $0.50 per share expiring on
June 26, 2015. The exercise price of these options was reduced to $0.25 on
December 13, 2005 and the expiry date was changed to March 26, 2013. Also on
July 5, 2005, we granted Mr. Hicks 500,000 options to purchase shares of our
common stock at an exercise price of $0.10 per share expiring on June 26, 2015.
The exercise price of these options was increased to $0.25 on December 13, 2005
and the expiry date was changed to March 26, 2013. On February 7, 2006 we
granted to Mr. Hicks 200,000 options to purchase shares of our common stock at
an exercise price of $0.49 per share expiring on February 7, 2011. On February
10, 2009 we granted to Mr. Hicks 750,000 options to purchase shares of our
common stock at an exercise price of $0.37 per share expiring on February 10,
2014. On September 2, 2009, as required by the terms of our consulting agreement
with him, we granted options to Mr. Hicks to purchase 100,000 shares of our
common stock at an exercise price of $0.675 per share, exercisable until
September 1, 2012. The options vest in four installments of 25,000 shares, the
first of which vested March 2, 2010, the second of which vested June 2, 2010,
the third of which vested September 2, 2010 and the fourth of which will vest
March 2, 2011. Except for the 25,000 options granted to Mr. Hicks on September
2, 2009, all of the remaining options owned by Mr. Hicks have vested.

On July 26, 2006 we issued 200,000 shares of our common stock
to Mr. Hicks upon the exercise of options. The options were exercisable at an
exercise price of $0.25 per share. On March 12, 2007, Mr. Hicks exercised
418,395 options that were exercisable at an exercise price of $0.25 per share
and, accordingly, we issued 418,395 shares of our common stock. Payment for the
exercise of 376,739 of 418,395 options was made by applying the outstanding
balance of a debt due from our company to Mr. Hicks evidenced by a promissory
note made by our company on July 1, 2006. At the date of exercise, we owed Mr.
Hicks principal and accrued interest of approximately $94,185 (CDN$104,175).
This promissory note has now been cancelled. Payment for the balance of 418,395
options was made by applying $10,414 due to Mr. Hicks for reimbursable expenses.
On April 2, 2007, Mr. Hicks exercised 248,271 options and, accordingly, we
issued 248,271 shares of our common stock to Mr. Hicks. Of the 248,271 options,
48,271 had an exercise price of $0.25 per share and 200,000 had an exercise
price of $0.49 per share. On March 20, 2009, Mr. Hicks exercised 120,000 options
to purchase shares of our common stock at an exercise price of $0.25 per share
and, accordingly, we issued 120,000 common shares to him for gross proceeds of
$30,000. On April 7, 2009, Mr. Hicks exercised 80,000 options to purchase shares
of our common stock at an exercise price of $0.25 per share and, accordingly, we
issued 80,000 shares of our common stock to him for gross proceeds of $20,000.
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. On December 21, 2010, Mr.
Hicks exercised 140,000 options to purchase common shares at an exercise price
of $0.37 and, accordingly, on December 22, 2010, we issued 140,000 common shares
to him for gross proceeds of $51,800.

---

On January 19, 2010, we granted stock options to Valerie
Helsing to purchase 150,000 shares of our common stock at an exercise price of
$0.855 per share for a term expiring January 19, 2015. The options are to vest
in four intallments over a one-year period, with each installment equal to 25%
of the total number of options granted to each optionee. The first installment
vested on April 19, 2010, the second instalment vested on July 19, 2010, the
third installment vested on October 19, 2010 and the fourth instalment was to
vest on January 19, 2011, but Ms. Helsing resigned on January 7, 2011, before
this last instalment vested. The balance of 112,500 stock options held by Ms.
Helsing, all of which vested prior to her resignation, expired on March 31,
2011.

On January 7, 2011, we entered into a consulting agreement with
JBD Consulting Ltd. and Jeff Finkelstein, our Treasurer and Chief Financial
Officer, pursuant to which JBD Consulting Ltd. agreed to cause Jeff Finkelstein
to provide, among other things, services to our company consistent with those
ordinarily provided by a Chief Financial Officer and we agreed, among other
things, to (i) pay JBD Consulting Ltd. a monthly cash fee of approximately US$
12,500 (CDN$12,500); (ii) grant Mr. Finkelstein options to purchase 150,000
shares of our common stock at an exercise price equal to the closing price, last
sale of the day, on the TSX Venture Exchange on the date the options were
granted and with a term of three years from the date of grant.

On January 7, 2011, we issued 150,000 options to Jeff
Finkelstein, who became our Chief Financial Officer and Treasurer on that date,
pursuant to our 2007 Stock Option Plan with an exercise price of $0.80 per
share. These options expire on January 7, 2014.

Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding the
outstanding equity awards held by each of the named executive officers as of
January 31, 2011.

OPTION AWARDS
    STOCK AWARDSName
      (a)
    Number
      of Securities Underlying Unexercised
      Options (#) Exercisable(b)
    Number
      of Securities Underlying Unexercised
      Options (#) **Unexercisable**
      (c)
    Equity
      Incentive Plan Awards: Number
      of Securities Underlying Unexercised
      Unearned Options (#) (d)
    Option
      Exercise Price ($) (e)
    Option
      Expiration Date (f)
    Number
      of Shares or Units of StockThat Have Not Vested
      (#) (g)
    Market
      Value of Shares or
      **Units of** Stock That
      Have Not Vested ($)
      (h)
    Equity Incentive
      Plan Awards: Number of
      Unearned Shares, Units or
      Other Rights That Have Not
      Vested (#) (i)
    Equity Incentive
      Plan Awards: Market or Payout
      Value of Unearned Shares, Units
      or Other Rights That Have Not
      Vested (#) (j)Kenneth Hicks
    610,000 Nil
    Nil 100,000
    Nil 100,000
    $0.37 $0.68
    Feb 10/14 Sept 1/12
    Nil
    Nil
    Nil
    NilJeff Finkelstein
    Nil
    150,000
    150,000
    $0.80
    Jan 7/14
    Nil
    Nil
    Nil
    NilValerie Helsing(1)
    150,000
    Nil
    N/A
    $0.855
    Mar 31/11
    Nil
    Nil
    Nil
    Nil


|(1) | Valerie Helsing was appointed as our chief financial
      officer on July 15, 2009. Although she resigned on January 7, 2011, we
      entered into an oral arrangement with her whereby she agreed to provide
      consulting services to us until February 28, 2011. As a result, her
      options expired on March 31, 2011.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Long-Term Incentive Plan

---

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers, except that
our directors and executive officers may receive stock options at the discretion
of our compensation committee and our board of directors.

Other than our 2005 Stock Option Plan, our 2007 Stock Option
Plan and Mr. Hicks incentive bonuses, we do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers.

Other than the provisions of the consulting agreements with Mr.
Hicks and Mr. Finkelstein described below, we have no plans or arrangements in
respect of remuneration received or that may be received by our executive
officers to compensate such officers in the event of termination of employment
(as a result of resignation, retirement or change of control) or a change of
responsibilities following a change of control, where the value of such
compensation exceeds $60,000 per executive officer.

Our consulting agreement with Mr. Hicks provides that the
consulting agreement will be terminated without cause by us, upon payment by our
company to Frontera Geological Services Ltd. of a lump sum equal to a monthly
cash fee of CDN$12,500 (approximately US$12,500) (plus value added taxes) for
any of (i) six months, (ii) the remainder of term of the consulting agreement or
(iii) two months for each year that Mr. Hicks has provided services to our
company since February 2004, whichever is greater, and issuance of the incentive
shares, if earned, prior to the date of termination. Furthermore, our consulting
agreement with Mr. Hicks provides that upon termination of the consulting
agreement for any reason, we must immediately pay to Frontera Geological
Services Ltd. all accrued and unpaid portions of a monthly cash fee of
CDN$12,500 (approximately US$12,500) due up to the date of termination, as well
as any expenses properly incurred prior to the date of termination. Furthermore,
if, within 60 days of the occurrence of a change of control, Frontera Geological
Services Ltd. or we terminate the consulting agreement for any reason other than
for cause, we must pay a lump sum equal to a monthly cash fee of CDN$12,500
(approximately US$12,500) (plus value added taxes) for any of (i) six months,
(ii) the remainder of term of the consulting agreement or (iii) two months for
each year that Mr. Hicks has provided services to our company since February
2004, whichever is greater, to Frontera Geological Services Ltd.

Our consulting agreement with JBD Consulting Ltd. and Mr.
Finkelstein provides that the consulting agreement may be terminated without
cause by our company upon payment by our company to JBD Consulting Ltd. of a
lump sum equal to a monthly cash fee of CDN$12,500 (approximately US$12,500)
(plus value added taxes) for any of (i) nine months, (ii) the remainder of term
of the consulting agreement or (iii) two months for each year that Mr.
Finkelstein has provided services to our company since January 7, 2011,
whichever is greater. Furthermore, our consulting agreement with JBD Consulting
and Mr. Finkelstein provides that upon termination of the consulting agreement
for any reason, we must immediately pay to JBD Consulting Ltd. all accrued and
unpaid portions of the monthly cash fee of CDN$12,500 (approximately US$12,500)
due up to the date of termination, as well as any expenses properly incurred
prior to the date of termination. Furthermore, if, within 60 days of the
occurrence of a change of control, we terminate the consulting agreement for any
reason other than for cause, we must pay a lump sum equal to a monthly cash fee
of CDN$12,500 (approximately US$12,500) (plus value added taxes) for any of (i)
eighteen months, (ii) the remainder of the term of the consulting agreement or
(iii) two months for each year that Mr. Finkelstein has provided services to our
company since January 7, 2011, whichever is greater, to JBD Consulting Ltd.

Our consulting agreement with Ariston Capital and Mr. Ball
provides that the consulting agreement may be terminated without cause by our
company upon payment by our company to Ariston Capital of a lump sum equal to a
monthly cash fee of CDN$12,500 (approximately US$12,500) (plus value added
taxes) for any of (i) nine months, (ii) the remainder of term of the consulting
agreement or (iii) two months for each year that Mr. Ball has provided services
to our company since March11, 2011, whichever is greater. Furthermore, our
consulting agreement with Ariston Capital and Mr. Ball provides that upon
termination of the consulting agreement for any reason, we must immediately pay
to Ariston Capital all accrued and unpaid portions of the monthly cash fee of
CDN$12,500 (approximately US$12,500) due up to the date of termination, as well
as any expenses properly incurred prior to the date of termination. Furthermore,
if, within 60 days of the occurrence of a change of control, we terminate the
consulting agreement for any reason other than for cause, we must pay a lump sum
equal to a monthly cash fee of CDN$12,500 (approximately US$12,500) (plus value
added taxes) for any of (i) eighteen months, (ii) the remainder of the term of
the consulting agreement or (iii) two months for each year that Mr. Ball has
provided services to our company since March 11, 2011, whichever is greater, to
Ariston Capital.

---

Directors Compensation

The following table sets forth the compensation of our
directors who are not our named executive officers for the year ended January
31, 2011.

Name
    Fees Earned or in
      ($)
    Paid Stock Cash Awards
      ($)
    Option Awards ($)
    Non-Equity Incentive PlanCompensation ($)
    Nonqualified Deferred
      **Compensation** Earnings ($)
    All Other Compensation
      ($)
    Total ($)Rick
      Thibault
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilColin Godwin
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilJenna Hardy
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilSteve Hanson
    Nil
    Nil
    248,616 (1)
    Nil
    Nil
    Nil
    248,616Patrick Downey
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


|(1) | This amount represents the fair value of these options at
      the date of grant. The fair value of these options was determined using
      the Black-Scholes option pricing model using a 5-year expected life of the
      option, a volatility factor of 93%, a risk- free rate of 2.65% and no
      assumed dividend rate. Please see note 7 to our financial statements
      contained in this proxy statement/prospectus.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have not paid any directors fees or other cash compensation
for services rendered as a director during the fiscal year ended January 31,
2011.

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 first installment
vested on May 10, 2009, the second installment vested on August 10, 2009, the
third installment vested on November 10, 2009 and the fourth installment vested
on February 10, 2010. The grant is subject to the terms of a stock option
agreement and the terms of our 2007 stock option plan.

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 first installment
vested on May 10, 2009, the second installment vested on August 10, 2009, the
third installment vested on November 10, 2009 and the fourth installment vested
on February 10, 2010. 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 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 are to vest 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 first installment is to
vest on April 19, 2010, the second installment is to vest on July 19, 2010, the
third installment vested on October 19, 2010 and the fourth installment vested
on January 19, 2011. 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 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 are to vest 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 first installment vested
on April 19, 2010, the second installment vested on July 19, 2010, the third installment vested on October 19, 2010 and the fourth
installment is to vest on January 19, 2011. 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 May 11, 2010, we granted stock options to Stephen Hanson,
our newly appointed director, 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 are to vest in four installments
over eighteen months, with each installment equal to 25% of the total number of
options granted to Mr. Hanson. The first installment vested on November 10,
2010, the second installment is to vest on February 10, 2011, the third
installment is to vest on May 10, 2011 and the fourth installment is to vest on
November 10, 2011. The grant is subject to the terms of a stock option agreement
and the terms of our 2007 stock option plan.

On November 12, 2010, our board of directors adopted a
remuneration policy for non-executive members of our board of directors.
Pursuant to this policy, each non-executive director is entitled to: (i) be paid
a fee for services rendered at the request of our company in an amount
determined by our President, given the circumstances and on a case-by-case
basis; (ii) a fee for attendance, whether in person, by telephone or other
electronic means, at board meetings; (iii) stock options at the discretion of
our board of directors. In addition, all directors are entitled to reimbursement
from our company for their reasonable travel, lodging and meal expenses incident
to meetings of our board of directors or committees thereof or in connection
with other board related business. On February 9, 2011, our board of directors
updated our remuneration policy for non-executive members of our board of
directors whereby each non-executive member is to be paid an annual retainer in
the amount of CDN$5,000 (approximately US$5,000) at the beginning of each fiscal
year, beginning with our fiscal year ended January 31, 2012.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth, as of April 29, 2011, certain
information known to us (based solely on our review of reports regarding
ownership of, and transactions in, our securities filed with the Securities and
Exchange Commission and advice from certain of the following persons) with
respect to the beneficial ownership of our common stock by (i) each of our
directors and nominees, (ii) each of our named executive officers (as defined in
the Executive Compensation section) and current executive officers, and (iii)
all of our directors and current executive officers as a group. Except as set
forth in the table below, there is no person known to us who beneficially owns
more than 5% of our common stock.

|                                                                                                               |                | Amount and Nature of    | Percent                     
|-------------------------------------------------------------------------------------------------------------- | -------------- | ----------------------- | ----------------------------
|Name and Address of Beneficial Owner                                                                           | Title of Class | Beneficial Ownership(1) | of Class(2)                 
|Kenneth Hicks Suite 835, 1100 Melville Street,
      Vancouver, British Columbia V6E 4A6 Canada                | common stock   | 4,525,000(3)            | Direct                      
|Jenna Hardy Suite 835, 1100 Melville Street, Vancouver,
      BC V6E 4A6, Canada                               | common stock   | 460,000(4)              | Direct                      
|Colin Godwin Suite 835, 1100 Melville Street,
      Vancouver, British Columbia V6E 4A6                        | common stock   | 255,000(5)100,000(6)    | Direct   
      Indirect(7) 
|Richard Thibault 81 Seaview Drive Providenciales, Turks
      and Caicos Islands                               | common stock   | 250,000(7)75,000(8)     | Direct   
      Indirect(9) 
|Patrick Downey PO Box 10434 Pacific Centre Suite 950 
      777 Dunsmuir Street Vancouver, BC V7Y 1K4, Canada | common stock   | 900,000(9)              | Direct                      
|Stephen Hanson 3805 Sunnycrest Drive North Vancouver,
      BC V7R 3C5, Canada                                 | common stock   | 200,000(10)9,500(11)    | Direct   
      Indirect(12)
|Jeff Finkelstein Suite 835, 1100 Melville Street
      Vancouver, BC V6E 4A6 Canada                            | common stock   | 37,500(12)              | N/A                         

---

|                                                                                    |                | Amount and Nature of    | Percent    
|----------------------------------------------------------------------------------- | -------------- | ----------------------- | -----------
|Name and Address of Beneficial Owner                                                | Title of Class | Beneficial Ownership(1) | of Class(2)
|Peter Ball Suite 835, 1100 Melville Street Vancouver,
      BC V6E 4A6 Canada       | common stock   | Nil                     | N/A        
|International Finance Corp. 2121 Pennsylvania Ave., N.W.
      Washington, DC 20433 | common stock   | 12,081,770 (13)         | Direct     
|Directors and Executive Officers as a Group (7
      persons)(15)                   | common stock   | 6,812,000(14)           |            

Notes:

| | *    | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (1)  | Beneficial ownership is determined in accordance with the
      rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities. Shares of common
      stock subject to options, warrants and convertible securities currently
      exercisable or convertible, or exercisable or convertible within 60 days,
      would be counted as outstanding for computing the percentage of the person
      holding such options, warrants or convertible securities but not counted
      as outstanding for computing the percentage of any other person.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (2)  | Based on 59,162,006 shares of common stock issued and
      outstanding as of April 29, 2011. Beneficial ownership is determined in
      accordance with the rules of the Securities and Exchange Commission and
      generally includes voting or investment power with respect to securities.
      Except as otherwise indicated, we believe that the beneficial owners of
      the common stock listed above, based on information furnished by such
      owners, have sole investment and voting power with respect to such shares,
      subject to community property laws where applicable.                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (3)  | Includes 710,000 stock options which may be exercised
      into common shares and 900,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (4)  | Includes 200,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (5)  | Includes 160,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (6)  | Consists of 100,000 common shares held by Godwin
      Consultants Ltd., a company beneficially owned by Colin Godwin and his
      spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (7)  | Includes 200,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (8)  | Consists of 75,000 common shares held by Miriam Galey,
      spouse of Richard Thibault.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (9)  | Includes 300,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (10) | Consists of 200,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (11) | These shares are held by Discovery Management Services
      Ltd., a company of which Stephen Hanson is President.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (12) | Consists of 37,500 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (13) | Includes 1,277,064 share purchase warrants which may be
      exercised into common shares, but excludes 9,794,142 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.                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (14) | Includes 1,957,500 stock options which may be exercised
      into common shares and 900,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Changes in Control

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Except as disclosed below, since the beginning of the year
ended January 31, 2011, there have been no transactions or proposed transactions
in which the amount involved exceeds the lesser of $120,000 or one percent of
the average of our total assets at year-end for the last two completed
fiscal years ($51,677) in which any of our directors, executive officers or
beneficial holders of more than 5% of the outstanding shares of our common
stock, or any of their respective relatives, spouses, associates or affiliates,
has had or will have any direct or material indirect interest.

---

In a private placement that closed on January 15, 2009, we sold
to Mr. Hicks 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 entitles 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
stock 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.

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 has paid him $2,500 per month and since August 2009, our
subsidiary has paid him $5,000 per month. From, March 1, 2011, our subsidiary
has paid Mr. Rionda $6,000 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 shares of our common stock.
On January 19, 2010, we granted stock options to Mr. Rionda 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 are to vest 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 first installment vested on April 19,
2010, the second installment vested on July 19, 2010, the third installment
vested on October 19, 2010 and the fourth installment is to vest on January 19,
2011. The grant is subject to the execution 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 shares of our common stock
at an exercise price of $0.62 per share and, accordingly, we issued 50,000
shares of our common stock 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.

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 entitles 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 entitles 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 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.

---

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 CDN$12,500 (approximately US$12,500); (ii) grant Mr. Vanry options to purchase 1,000,000 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. 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 shares of our common stock at an exercise price of $0.60 per share, exercisable until July 14, 2012. The
options were to vest in four installments of 250,000 shares, the first of which vested January 14, 2010, the second of which vested April 14, 2010, the third of which was to vest July 14, 2010 and the fourth of which was to vest January 14, 2011.
These options have been cancelled as a result of Mr. Vanrys resignation as our Executive Vice President of Corporate Development.

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

On March 11, 2011, we granted stock options to Peter A. Ball to purchase 150,000 shares of our common stock 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 are to vest in four equal quarterly installments, with the first installment vesting June 1, 2011.

Director Independence

Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. All of our current directors except for Kenneth Hicks, our President, are independent as that term
is defined by NASDAQ Rule 5605(a)(2).

Transactions with Independent Directors

Other than as set out below or disclosed under the heading Certain Relationships and Related Transactions, and Director Independence, none of our independent directors entered into any transaction, relationship or arrangement during the
year ended January 31, 2011 that was considered by our board of directors in determining whether the director maintained his or her independence in accordance with Nasdaq Marketplace Rule 4200(a)(15).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed fiscal years ended January 31, 2011 and January 31, 2010 for professional services rendered by Morgan & Company for the audit of our annual consolidated financial statements,
quarterly reviews of our interim consolidated financial statements and services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for these fiscal periods:

---

Year Ended January 31, 2011
    Year Ended January 31, 2010Audit Fees and
      Audit Related Fees
    $56,318
    $60,806Tax Fees
    $8,147
    $NilAll Other Fees
    $Nil
    $NilTotal
    $64,465
    $63,806


In the above table, audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year. Audit-related fees are fees
not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit
review of our companys financial statements. Tax fees are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. All other fees are fees billed by the auditor for products and
services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

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

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

---

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

|Exhibit |                                                                                                                                                                                                                                             
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                             
|(3)     | Articles of Incorporation and Bylaws                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                             
|3.1     | Restated Certificate of Incorporation (incorporated by
      reference from our Registration Statement on Form S-1 filed on January 19,
      2010)                                                                                         
|        |                                                                                                                                                                                                                                             
|3.2     | Bylaws (incorporated by reference from our Registration
      Statement on Form S-1 filed on January 19, 2010)                                                                                                                              
|        |                                                                                                                                                                                                                                             
|(4)     | Instruments Defining the Rights of Security Holders,
      including Indentures                                                                                                                                                             
|        |                                                                                                                                                                                                                                             
|4.1     | 2007 Stock Option Plan (incorporated by reference to an
      exhibit to our current report on Form 8-K filed on November 15, 2007)                                                                                                         
|        |                                                                                                                                                                                                                                             
|(10)    | Material Contracts                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                             
|10.1    | Mineral Property Option Agreement dated February 24, 2004
      with Chris Dyakowski (incorporated by reference to an exhibit to our
      current report on Form 8-K filed on March 4, 2004)                                               
|        |                                                                                                                                                                                                                                             
|10.2    | Mineral Property Acquisition Agreement dated February 24,
      2004 with San Telmo Energy Ltd. (incorporated by reference to an exhibit
      to our current report on Form 8-K filed on March 4, 2004)                                    
|        |                                                                                                                                                                                                                                             
|10.3    | Diamond Core Drilling (Surface) Agreement, dated as of
      January 18, 2005 with Connors Argentina S.A. (incorporated by reference to
      an exhibit to our current report on Form 8-K filed on January 24, 2005)                       
|        |                                                                                                                                                                                                                                             
|10.4    | Consulting Agreement dated April 12, 2007 with Frontera
      Geological Services Ltd. (incorporated by reference to an exhibit to our
      current report on Form 8-K filed on April 18, 2007)                                            
|        |                                                                                                                                                                                                                                             
|10.5    | Private Placement Subscription Agreement dated October
      14, 2008 (incorporated by reference to an exhibit to our current report on
      Form 8-K filed on October 20, 2008)                                                           
|        |                                                                                                                                                                                                                                             
|10.6    | Form of Subscription Agreement for Debentures
      (incorporated by reference to an exhibit to our current report on Form 8-K
      filed on January 14, 2009)                                                                             
|        |                                                                                                                                                                                                                                             
|10.7    | Form of Subscription Agreement for Units (incorporated by
      reference to an exhibit to our current report on Form 8-K filed on January
      15, 2009)                                                                                  
|        |                                                                                                                                                                                                                                             
|10.8    | Form of Subscription Agreement (incorporated by reference
      to an exhibit to our current report on Form 8-K filed on April 27, 2009)                                                                                                    
|        |                                                                                                                                                                                                                                             
|10.9    | Form of Subscription Agreement (incorporated by reference
      to an exhibit to our current report on Form 8-K filed on May 26, 2009)                                                                                                      
|        |                                                                                                                                                                                                                                             
|10.10   | Form of Subscription Agreement (incorporated by reference
      to an exhibit to our current report on Form 8-K filed on June 18, 2009)                                                                                                     
|        |                                                                                                                                                                                                                                             
|10.11   | Form of Subscription Agreement (incorporated by reference
      to an exhibit to our current report on Form 8-K filed on July 13, 2009)                                                                                                     
|        |                                                                                                                                                                                                                                             
|10.12   | Consulting Agreement dated July 14, 2009 with 0845557
      B.C. Ltd. and Mark Vanry (incorporated by reference to an exhibit to our
      current report on Form 8-K filed on July 15, 2009)                                               
|        |                                                                                                                                                                                                                                             
|10.13   | Agency Agreement dated November 27, 2009 with Wellington
      West Capital Markets Inc. and Canaccord Capital Corporation (incorporated
      by reference to an exhibit to our current report on Form 8-K filed on
      December 1, 2009)
|        |                                                                                                                                                                                                                                             
|10.14   | Form of Broker Warrant Certificate Issued to Wellington
      West Capital Markets Inc. and Canaccord Capital Corporation (incorporated
      by reference to an exhibit to our current report on Form 8-K filed on
      December 1, 2009) 

---

|10.15 | Form of Subscription
        Agreement with the Selling Stockholders (incorporated by reference to
        an exhibit to our current report on Form 8-K filed on December 1, 2009)                                                                                    
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                       
|10.16 | Form of Warrant
        Certificate Issued to the Selling Stockholders (incorporated by reference
        to an exhibit to our current report on Form 8-K filed on December 1, 2009)                                                                                  
|      |                                                                                                                                                                                                                                                                       
|10.17 | Consulting Agreement
        dated August 1, 2009 with Frontera Geological Services Ltd. and Kenneth
        Hicks filed (incorporated by reference to an exhibit to our current report
        on Form 10-Q filed on December 14, 2009)                              
|      |                                                                                                                                                                                                                                                                       
|10.18 | Equity and Warrant
        Subscription Agreement dated September 24, 2010 (incorporated by reference
        to an exhibit to our current report on Form 8-K filed on September 27,
        2010)                                                                    
|      |                                                                                                                                                                                                                                                                       
|10.19 | Lease Agreement
        dated December 2, 2010 with Sun Life Assurance Company of Canada and Concert
        Real Estate Corporation (incorporated by reference to an exhibit to our
        current report on Form 8-K filed on December 14, 2010)                   
|      |                                                                                                                                                                                                                                                                       
|10.20 | Agreement dated
        December 10, 2010 with Julián Michudis (incorporated by reference
        to an exhibit to our current report on Form 8-K filed on December 14,
        2010 and 8-K/A filed on January 4, 2011, February 23, 2011 and March 14,
        2011)
|      |                                                                                                                                                                                                                                                                       
|10.21 | English Translation
        of Agreement dated December 10, 2010 with Julián Michudis (incorporated
        by reference to Exhibit 10.3 to our current report on Form 8-K/A filed
        on March 14, 2011)                                                         
|      |                                                                                                                                                                                                                                                                       
|10.22 | Independent contractor
        agreement dated January 7, 2011 with Jeffrey Finkelstein and JBD Consulting
        Ltd (incorporated by reference to an exhibit to our current report on
        Form 8-K filed on January 11, 2011                                   
|      |                                                                                                                                                                                                                                                                       
|10.23 | Consulting agreement
        dated March 11, 2011 with Peter A. Ball and Ariston Capital (incorporated
        by reference to an exhibit to our current report on Form 8-K filed on
        March 14, 2011                                                           
|      |                                                                                                                                                                                                                                                                       
|(21)  | Subsidiaries                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                       
|21.1  | Subsidiary of
        Argentex Mining Corporation: SCRN Properties Ltd., a Delaware corporation                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                       
|(31)  | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                       
|31.1* | Certification
        of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),promulgated
        under the Securities and Exchange Act of 1934, as amended (Chief Executive
        Officer).                                                          
|      |                                                                                                                                                                                                                                                                       
|31.2* | Certification
        pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities
        and Exchange Act of 1934, as amended (Chief Financial Officer).                                                                                            
|      |                                                                                                                                                                                                                                                                       
|(32)  | Section 1350
        Certifications                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                       
|32.1* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes- Oxley Act of 2002 (Chief Executive Officer).                                                                                                    
|      |                                                                                                                                                                                                                                                                       
|32.2* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes- Oxley Act of 2002 (Chief Financial Officer).                                                                                                    

*Filed herewith

---

SIGNATURES

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

ARGENTEX MINING CORPORATION

|By:                                                                  | /s/ Kenneth Hicks    | 
|-------------------------------------------------------------------- | -------------------- | 
|Kenneth Hicks, President and Director                               
|(Principal Executive Officer)                                       
|April 29, 2011                                                      
|                                                                     |                      | 
|                                                                     |                      | 
|By:                                                                  | /s/ Jeff Finkelstein | 
|Jeff Finkelstein, Chief Financial Officer                           
|(Principal Financial Officer and Principal
      Accounting Officer)
|April 29, 2011                                                      

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

|By:                                                                  | /s/ Kenneth Hicks    | 
|-------------------------------------------------------------------- | -------------------- | 
|Kenneth Hicks, President and
      Director                          |                     
|(Principal Executive Officer)                                        |                     
|April 29, 2011                                                       |                     
|                                                                     |                     
|                                                                     |                      | 
|By:                                                                  | /s/ Jeff Finkelstein | 
|Jeff Finkelstein, Chief Financial
      Officer                      |                     
|(Principal Financial Officer and
      Principal Accounting Officer) |                     
|April 29, 2011                                                       |                     
|                                                                     |                      | 
|                                                                     |                      | 
|By:                                                                  | /s/ Jenna Hardy      | 
|Jenna Hardy, Director                                                |                     
|April 29, 2011                                                       |                     
|                                                                     |                     
|                                                                     |                      | 
|By:                                                                  | /s/ Colin Godwin     | 
|Colin Godwin, Director                                               |                     
|April 29, 2011                                                       |                     
|                                                                     |                      | 
|                                                                     |                      | 
|By:                                                                  | /s/ Richard Thibault | 
|Richard Thibault, Director                                           |                     
|April 29, 2011                                                       |                     
|                                                                     |                     
|                                                                     |                      | 
|By:                                                                  | /s/ Patrick Downey   | 
|Patrick Downey, Director                                             |                     
|April 29, 2011                                                       |                     
|                                                                     |                     
|                                                                     |                      | 
|By:                                                                  | /s/ Stephen Hanson   | 
|Stephen Hanson, Director                                             |                     
|April 29, 2011                                                       |                     

---